10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2019

☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 0-29651

OCULUS VISIONTECH INC.

(Exact name of registrant as specified in its charter)

Wyoming	06-1576391
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

Suite 507 - 837 West Hastings Street, Vancouver, BC, Canada, V6C 3N6

(Address of principal executive offices) (Zip code)

(604) 685-1017

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   ☑      No   ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes    ☑      No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☑
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes    ☐      No ☑

As of August 5, 2019, there were 67,022,568 shares of the registrant’s common stock outstanding.

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Common
Common stock - no par value	OVTZ	Over The Counter Bulletin Board
Preferred stock - no par value	N/A	N/A
Common stock - no par value	OVT	TSX Venture Exchange
Common stock - no par value	USF1	Frankfurt Stock Exchange

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1.		Financial Statements	3
	(A)	Condensed Interim Consolidated Balance Sheets	3
	(B)	Condensed Interim Consolidated Statements of Operations	4
	(C)	Condensed Interim Consolidated Statements Of Stockholders’ Equity (Deficiency)	5
	(D)	Condensed Interim Consolidated Statements of Cash Flows	6
	(E)	Notes to Condensed Interim Consolidated Financial Statements	7
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3.		Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.		Controls and Procedures	13
PART II – OTHER INFORMATION
Item 1.		Legal Proceedings	14
Item 1A.		Risk Factors	14
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3.		Defaults Upon Senior Securities	14
Item 4.		Mine Safety Disclosure	14
Item 5.		Other Information	15
Item 6.		Exhibits	15

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

OCULUS VISIONTECH INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Stated in US Dollars)

	June 30,			December 31,
	2019			2018
	(Unaudited)			(Audited)
ASSETS
Current Assets:
Cash and cash equivalents	$	475,621		$	5,572
Prepaid expenses and other current assets		2,251			1,192
Total current assets		477,872			6,764
Deferred Tax Assets, net of valuation allowance of $6,571,000 and $6,545,000, respectively		-			-
Total Assets	$	477,872		$	6,764
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICENCY)
Current Liabilities:
Accounts payable and accrued expenses	$	44,253		$	56,877
Accounts payable and accrued expenses - related parties		114,617			685,421
Total current liabilities		158,870			742,298
Commitments and Contingencies		-			-
Stockholders' Equity (Deficiency):
Preferred stock - no par value; authorized 250,000,000 shares, none issued
Common stock and additional paid-in capital - no par value; authorized 500,000,000 shares, issued and outstanding 67,022,568 and 45,572,568, respectively		41,634,999			40,458,297
Accumulated deficit		(41,315,997	)		(41,193,831	)
Stockholders' equity (deficiency)		319,002			(735,534	)
Total Liabilities and Stockholders' Equity (Deficiency)	$	477,872		$	6,764

SEE ACCOMPANYING NOTES

3

OCULUS VISIONTECH INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Stated in US Dollars)

(Unaudited)

	For the three months ended						For the six months ended
	June 30,			June 30,			June 30,			June 30,
	2019			2018			2019			2018
Revenue	$	-		$	-		$	-		$	-
Expenses:
Cost of sales		-			-			-			-
Research and development		-			203			-			1,819
Selling, general and administrative		69,486			27,621			122,166			63,866
Total expenses		69,486			27,824			122,166			65,685
Loss from operations		(69,486	)		(27,824	)		(122,166	)		(65,685	)
Other income (expense)
Interest income (expense)		-			-			-			-
		-			-			-			-
Net loss	$	(69,486	)	$	(27,824	)	$	(122,166	)	$	(65,685	)
Net loss per share - basic and diluted	$	(.00	)	$	(.00	)	$	(.00	)	$	(.00	)
Weighted-average number of common shares outstanding - basic and diluted		48,165,425			45,572,568			46,876,159			45,572,568

SEE ACCOMPANYING NOTES

4

OCULUS VISIONTECH INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)

(Stated in US Dollars)

(Unaudited)
	Common Stock and
	Additional Paid in
	Capital
					Accumulated			Stockholders'
	Shares		Amount		Deficit			Equity
								(Deficiency)
Balance at January 1, 2019		45,572,568	$	40,458,297	$	(41,193,831	)	$	(735,534	)
Sale of common stock, net of $32,416 of issuance cost		21,450,000		1,176,702		-			1,176,702
Net loss						(122,166	)		(122,166	)
Balance at June 30, 2019		67,022,568	$	41,634,999	$	(41,315,997	)	$	319,002

SEE ACCOMPANYING NOTES

5

OCULUS VISIONTECH INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Stated in US Dollars)

Six months ended June 30,	2019			2018
(Unaudited)
Cash flows from operating activities:
Net loss	$	(122,166	)	$	(65,685	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Decrease (increase) in prepaid expenses and other current assets		(1,059	)		(6,139	)
Increase (decrease) in accounts payable and accrued expenses		(12,624	)		(8,727	)
Increase (decrease) in accounts payable and accrued expenses due to related parties		(570,804	)		86,623
Net cash used in operating activities		(706,653	)		6,072
Cash flows from financing activities
Proceeds from the sale of common stock		1,176,702			-
Net cash from financing activities		1,176,702			-
Net increase in cash and cash equivalents		470,049			6,072
Cash and cash equivalents at beginning of period		5,572			-
Cash and cash equivalents at end of period	$	475,621		$	6,072
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	-		$	-
Cash paid during the period for income taxes	$	-		$	-

SEE ACCOMPANYING NOTES

6

OCULUS VISIONTECH INC. AND SUBSIDIARY

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2019 and 2018

(Stated in US Dollars)

(Unaudited)

1. BASIS OF PRESENTATION

These unaudited condensed interim consolidated financial statements should be read in conjunction with the annual financial statements for Oculus VisionTech Inc. (“Oculus” or the “Company”) most recently completed fiscal year ended December 31, 2018. These unaudited condensed interim consolidated financial statements do not include all disclosures required in annual financial statements, but rather are prepared in accordance with recommendations for interim financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These unaudited condensed interim consolidated financial statements have been prepared using the same accounting policies and methods as those used by the Company in the annual audited financial statements for the year ended December 31, 2018, except when disclosed below.

The accompanying consolidated financial statements include the accounts of Oculus and its wholly-owned subsidiary, USVO Inc. All intercompany balances and transactions have been eliminated upon consolidation.

In the opinion of the management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. The results for the interim periods are not necessarily indicative of the results that may be attained for an entire year or any future periods. For further information, refer to the Financial Statements and footnotes thereto in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018.

2. GOING CONCERN

The accompanying unaudited condensed interim consolidated financial statements have been prepared assuming the Company will continue as a going concern.  As shown in the financial statements, the Company has incurred a loss of $122,166 for the six month period ended June 30, 2019 and, in addition the Company incurred losses of $183,279 and $230,699 for the years ended December 31, 2018 and 2017, respectively. As of June 30, 2019, the Company had an accumulated deficit of $41,315,997 and a working capital deficit of $319,002. These conditions raise doubt about the Company’s ability to continue as a going concern.  The Company’s ability to continue as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations as they come due which management believes it will be able to do.  To date, the Company has funded operations primarily through the issuance of common stock and warrants to outside investors and the Company’s management.  The Company believes that its operations will generate additional funds and that additional funding from outside investors and the Company’s management will continue to be available to the Company when needed.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary in the event the Company cannot continue as a going concern.

3. COMMON STOCK 

On June 19, 2019, the Company issued 7,500,000 units to employee and directors at $0.075 CND per unit. Each unit consisted of one share of common stock.

On June 19, 2019, the Company issued 13,950,000 units to investors at $0.075 CND per unit. Each unit consisted of one share of common stock.

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4. SUBSEQUENT EVENTS

None.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD-LOOKING STATEMENTS AND SUPPLEMENTARY DATA

The following discussion should be read in conjunction with our condensed interim financial statements and other financial information appearing elsewhere in this quarterly report. In addition to historical information, the following discussion and other parts of this quarterly report contain forward-looking statements under applicable securities laws. You can identify these statements by forward-looking words such as “plan”, “may”, “will”, “expect”, “intend”, “anticipate”, believe”, “estimate” and “continue” or similar words. Forward-looking statements are statements that are not historical facts, and include, but are not limited to, statements regarding the Company’s digital watermarking technology and Cloud Document Protection System (C-DPS),the Company’s expenses related to the Alpha and Beta testing of its digital water marketing technology and Cloud Document Protection System, the anticipated development and commercialization date of its Cloud Document Protection System, the future sources and availability of additional funding, and the effect of funding arrangements on projects and products. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information. We believe that it is important to communicate future expectations to investors. However, there may be events in the future that we are not able to accurately predict or control. Accordingly, we do not undertake any obligation to update any forward-looking statements for any reason, even if new information becomes available or other events occur in the future, except as required by law.

The forward-looking statements included herein are based on current expectations that involve a number of risks and uncertainties set forth under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and other periodic reports filed with the United States Securities and Exchange Commission (“SEC”). Accordingly, to the extent that this quarterly report contains forward-looking statements regarding the financial condition, operating results, business prospects or any other aspect of the Company, please be advised that the Company’s actual financial condition, operating results and business performance may differ materially from that projected or estimated by the Company in forward-looking statements.

OVERVIEW OF THE COMPANY

We have recognized that Internet-based, digital document security/protection products are a business opportunity for the Company that allow us to apply our proprietary real-time digital video watermarking technology, which was developed for studios and networks in the entertainment industry, to the digital document security/protection sector. Our Cloud-DPS technology introduces the Company to the online, digital document security/protection industry and possible vertical markets that exist in the sector, including the ability to confirm the authenticity of online documents and photographs distributed through traditional wireline networks or over wireless smart devices.

8

Our Cloud-DPS secures and protects digital documents (including text documents, photos, blueprints, etc.) from any modification, and/or attempted forgery. It works by imperceptibly watermarking documents, using real-time image processing and watermarking algorithms, embedded into a secured/protected copy of a document. This protected copy is designed to resist any attempts to alter or forge the document by forensically tracking and deterring any attempts to tamper with the document. The watermarking algorithms are able to ascertain whether a document is protected by our DPS technology and if any attempts to modify or tamper with the document occurred. Any such modifications will be flagged, time stamped, and can be spatially highlighted in the document where any tampering occurred. This authentication and verification process ensures the integrity of the original document. 

We currently have no customers for our products and services. We are taking steps to monetarize our Cloud-DPS technology. These steps include actively seeking licensing initiatives. Our DPS architecture is designed as a web service, which allows for an easy customization to individual customer needs. The main customization effort is reduced by our creation of well synchronized interfaces to a potential customer's infrastructure. This feature will allow us to offer "white label" licensing of our DPS technology. 

BUSINESS OBJECTIVES:

We have established the following near-term business objectives:

1. Patent and license new technology developed within the corporate research and development program;

2. Demonstrate proof of concept on selected commercial projects with C-DPS – Cloud Document Protection System and gain industry recognition for the architectural and business differentiators of company’s C-DPS product’s authentication and tamper-proof functionality.

CRITICAL ACCOUNTING POLICIES (AND ESTIMATES)

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.  The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  On an ongoing basis, we evaluate these estimates, including those related to customer programs and incentives, bad debts, inventories, investments, intangible assets, income taxes, warranty obligations, impairment or disposal of long-lived assets, contingencies and litigation.  We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.

9

We have identified the policies below as critical to our business operations and to the understanding of our financial results. The impact and any associated risks related to these policies on our business operations is discussed throughout management’s discussion and analysis of financial condition and results of operations where such policies affect our reported and expected financial results:

● Revenue recognition;

● Impairment or disposal of long-lived assets;

● Deferred taxes;

● Accounting for stock-based compensation; and

● Commitments and contingencies.

Revenue Recognition .  Revenue is recognized for digital water marking based on a contracted usage schedule on a monthly billing cycle. Software revenue and other services are recognized in accordance with the terms of the specific agreement, which is generally upon delivery and when accepted by the customer.  Maintenance, support and service revenue are recognized ratably over the term of the related agreement. In order to recognize revenue, we must not have any continuing obligations and it must also be probable that we will collect the accounts receivable.

Impairment or Disposal of Long-Lived Assets .  Long-lived assets are reviewed in accordance with ASC Topic 360-10-05.  Impairment or disposal of long-lived assets losses are recognized in the period the impairment or disposal occurs.  

Deferred Taxes .  We record a valuation allowance to reduce deferred tax assets when it is more likely than not that some portion of the amount may not be realized.  

Accounting for Stock-Based Compensation .  Under ASC Topic 718, Stock Compensation (formerly referred to as SFAS No. 123(R)), the Company estimates the fair value of stock options granted using the Black-Scholes option pricing model. The fair value for awards that are expected to vest is then amortized on a straight-line basis over the requisite service period of the award, which is generally the option vesting term. The amount of expense attributed is based on estimated forfeiture rate, which is updated based on actual forfeitures as appropriate. This option pricing model requires the input of highly subjective assumptions, including the expected volatility of the Company’s common stock, pre-vesting forfeiture rate and an option’s expected life. The financial statements include amounts that are based on the Company’s best estimates and judgments.

Commitments and Contingencies .  We account for commitments and contingencies in accordance with ASC Topic 450 Contingencies (formerly referred to as financial accounting standards board Statement No. 5, Accounting for Contingencies). We record a liability for commitments and contingencies when the amount is both probable and reasonably estimable.

RESULTS OF OPERATIONS

Sales

Sales for the six month period ended June 30, 2019 and 2018 were $-0-

Cost of Sales

The cost of sales for the six months ended June 30, 2019 and 2018 were $-0-.

10

Selling, General and Administrative Expenses

Selling, general and administrative expenses, consisting of product marketing expenses, consulting fees, office, professional fees and other expenses to execute our business plan and for our day-to-day operations, increased in the six months ending June 30, 2019.  We continue to develop and market C-DPS – Cloud Document Protection System. Professional fees increased due to management’s decision review and update corporate requirements and procedures. Administrative expenses have increased as a result.

Selling, general and administrative expenses for the six months ended June 30, 2019 increased by $56,481 to $122,166 from $65,685 for the six months ended June 30, 2018.

Professional expenses for the six months ended June 30, 2019, increased to $24,035 from $10,226 for the comparable period in 2018. We incurred increased costs in 2019 due to preparation of the shareholder meeting and private placement.

Filing fees for the six months ended June 30, 2019, increased to $12,710 from $5,614 for the comparable period in 2018. We incurred increased costs in 2019 due to a private placement.

Marking expenses for the six months ended June 30, 2019, increased to $8,600 from $-0- for the comparable period in 2018. We incurred increased costs in 2019 due to completion of the company’s new product line demonstration in 2019.

Salaries and fees for the six months ended June 30, 2019 and 2018 were $-0-. No costs were incurred due to management and employee reductions.

We have arranged for additional staff and consultants to engage in marketing activities in an effort to identify and assess appropriate market segments, develop business arrangements with prospective partners, create awareness of new products and services, and communicate to the industry and potential customers. Other components of selling, general and administrative expenses did not change significantly.

Research and Development

Research and development costs for the six months ended June 30, 2019, decreased to by $1,819 to $-0- from $1,819 for the comparable period in 2018. We incurred decreased costs in 2019 due to management’s decision to develop C-DPS – Cloud Document Protection System in house.

Net Losses

To date, we have not achieved profitability and expect to incur substantial losses for the foreseeable future. Our net loss for the six months ended June 30, 2019 was $122,166 compared with a net loss of $65,685 for 2018.

Liquidity and Capital Resources

At June 30, 2019, our cash position was $475,621, compared $5,572 at December 31, 2018. We had a working capital deficit of $319,002 and an accumulated deficit of $41,315,997 at June 30, 2019.

11

We have historically satisfied our capital needs primarily by issuing equity securities to our officers, directors, employees and a small group of investors, and from short-term bridge loans from members of management. During the six months ended June 30, 2019, the Company issued on June 19, 2019 common stock and raised $1,176,702.

Off-Balance Sheet Arrangements

We do not maintain any off-balance sheet transactions, arrangements, or obligations that are reasonably likely to have a material effect on our financial condition, results of operations, liquidity, or capital resources.

RELATED PARTY TRANSACTIONS

The Company for the six months ended June 30, 2019 and 2018 reimbursed a related party $12,098 and $13,827, respectively. The Company incurred expenses from a related party of $1,819 for research and development for the six months ended June 30, 2018. The Company repaid advances from related parties in the amount of $622,277 in June 30, 2019.

12

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Oculus is a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and is not required to provide information required under this Item.

Item 4. Controls and Procedures.

We maintain “disclosure controls and procedures”, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer, who is our principal executive officer, and Chief Financial Officer, who is our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

As of June 30, 2019, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in the our internal control over financial reporting for the quarterly period ended June 30, 2019, identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15, that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.

Item 1A. Risk Factors.

Oculus is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide information required under this Item. A description of the risks associated with our business, financial condition, and results of operations is set forth in Part I, Item 1A, of our Annual Report on Form 10 -K for the fiscal year ended December 31, 2018 filed with the SEC on June 30, 2019. Those factors continue to be meaningful for your evaluation of Oculus and we urge you to review and consider the risk factors presented in such Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

14

Item 5. Other Information.

The Company held its shareholders meeting on April 30, 2019, at which the shareholders approved the election of directors, appointed KCPO, PC as auditors, adopted the share consolidation plan and, the Company’s stock option plan. Voting results are as follows:

		Outcome of Vote	Votes For	Votes Against	Votes Withheld/ Abstained	Votes Spoiled
1.	Fixing the number of directors at five	Carried	12,740,971	39,584	0	0
2.	The election of the following directors:
	i.     ROWLAND PERKINS	Carried	12,329,095 99.69%		451,460 3.53%	0
	ii.    ANTON J. DRESCHER	Carried	12,318,593 96.39%		461,962 3.61%	0
	iii.   MAURICE LOVERSO	Carried	12,332,556 96.49%		477,999 3.51%	0
	iv.   TOM PEROVIC	Carried	12,344,815 96.59%		435,740 3.41%	0
	v.    RON WAGES	Carried	12,353,995 96.66%		426,560 3.34%	0
3.	Appointment of KWCO, PC, as auditors of the Company and authorizing the directors to fix their remuneration	Carried	22,187,962 98.52%		332,843 1.48%	0
4.	Approval of Share Consolidation on an up to 15:1 basis	Carried	11,679,341 91.38%	1,101,214 8.62%		0
5.	Approval of 2019 Stock Option Plan	Carried	12,435,465 96.90%	397,638 3.10%		0

Item 6. Exhibits.

The information required by this Item is set forth on the exhibit index which follows the signature page of this report.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	OCULUS VISIONTECH INC.
August 5, 2019	By:	/s/ Rowland Perkins
		Rowland Perkins
		President and Chief Executive Officer
		(principal executive officer)
August 5, 2019	By:	/s/ Anton J. Drescher
		Anton J. Drescher
		Chief Financial Officer
		(principal financial and accounting officer)

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EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Rowland Perkins, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Oculus VisionTech Inc..;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date :August 5th, 2019	By:	/s/ Rowland Perkins
		Rowland Perkins
		Chief Executive Officer (Principal Executive Officer)

EX-31.2

 EXHIBIT 31.2

CERTIFICATIONS

I, Anton J. Drescher, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Oculus VisionTech Inc..;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5th, 2019	By:	/s/ Anton J. Drescher
		Anton J. Drescher
		Chief Financial Officer (Principal Financial and Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Oculus VisionTech Inc. (the “Company”), for the period ended June 30th,2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Rowland Perkins, Chief Executive Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date:August 5th, 2019	By:	/s/ Rowland Perkins
		Rowland Perkins
		Chief Executive Officer (Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Oculus VisionTech Inc. (the “Company”), for the period ended June 30th,2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anton J. Drescher , Chief Financial Officer for the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: August 5th, 2019	By:	/s/ Anton J. Drescher
		Anton J. Drescher
		Chief Financial Officer (Principal Financial and Accounting Officer)

XML

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2019	Aug. 06, 2019
Document Information [Line Items]
Entity Registrant Name	OCULUS VISIONTECH INC.
Entity Central Index Key	0001107280
Trading Symbol	ovtz
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Common Stock, Shares Outstanding (in shares)		67,022,568
Entity Shell Company	false
Document Type	10-Q
Document Period End Date	Jun. 30, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q2
Amendment Flag	false
Title of 12(b) Security	Common Stock

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
ASSETS
Cash and cash equivalents	$ 475,621	$ 5,572
Prepaid expenses and other current assets	2,251	1,192
Total current assets	477,872	6,764
Deferred Tax Assets, net of valuation allowance of $6,571,000 and $6,545,000, respectively
Total Assets	477,872	6,764
Current Liabilities:
Accounts payable and accrued expenses	44,253	56,877
Accounts payable and accrued expenses - related parties	114,617	685,421
Total current liabilities	158,870	742,298
Commitments and Contingencies
Stockholders' Equity (Deficiency):
Preferred stock - no par value; authorized 250,000,000 shares, none issued
Common stock and additional paid-in capital - no par value; authorized 500,000,000 shares, issued and outstanding 67,022,568 and 45,572,568, respectively	41,634,999	40,458,297
Accumulated deficit	(41,315,997)	(41,193,831)
Stockholders' equity (deficiency)	319,002	(735,534)
Total Liabilities and Stockholders' Equity (Deficiency)	$ 477,872	$ 6,764

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ / shares in Thousands	Jun. 30, 2019	Dec. 31, 2018
Deferred tax assets, valuation allowance	$ 6,571,000	$ 6,545,000
Preferred stock, no par value (in dollars per share)
Preferred stock, authorized (in shares)	250,000,000	250,000,000
Preferred stock, issued (in shares)	0	0
Common stock, no par value (in dollars per share)	$ 0	$ 0
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, shares issued (in shares)	67,022,568	45,572,568

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Revenue
Expenses:
Cost of sales
Research and development		203		1,819
Selling, general and administrative	69,486	27,621	122,166	63,866
Total expenses	69,486	27,824	122,166	65,685
Loss from operations	(69,486)	(27,824)	(122,166)	(65,685)
Other income (expense)
Interest income (expense)
Net loss	$ (69,486)	$ (27,824)	$ (122,166)	$ (65,685)
Net loss per share - basic and diluted (in dollars per share)	$ 0	$ 0	$ 0	$ 0
Weighted-average number of common shares outstanding - basic and diluted (in shares)	48,165,425	45,572,568	46,876,159	45,572,568

XML

Consolidated Statements of Stockholders' Equity Deficiency (Unaudited) - 6 months ended Jun. 30, 2019 - USD ($)	Common Stock Including Additional Paid in Capital [Member]	Retained Earnings [Member]	Total
Balance (in shares) at Dec. 31, 2018	45,572,568
Balance at Dec. 31, 2018	$ 40,458,297	$ (41,193,831)	$ (735,534)
Sale of common stock, net of $32,416 of issuance cost (in shares)	21,450,000
Sale of common stock, net of $32,416 of issuance cost	$ 1,176,702		1,176,702
Net Income (Loss) Attributable to Parent, Total		(122,166)	(122,166)
Balance (in shares) at Jun. 30, 2019	67,022,568
Balance at Jun. 30, 2019	$ 41,634,999	$ (41,315,997)	$ 319,002

XML

Consolidated Statements of Stockholders' Equity Deficiency (Unaudited) (Parentheticals)	6 Months Ended
	Jun. 30, 2019 USD ($)
Issuance cost	$ 32,416

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Cash flows from operating activities:
Net loss	$ (122,166)	$ (65,685)
Changes in operating assets and liabilities:
Decrease (increase) in prepaid expenses and other current assets	(1,059)	(6,139)
Increase (decrease) in accounts payable and accrued expenses	(12,624)	(8,727)
Increase (decrease) in accounts payable and accrued expenses due to related parties	(570,804)	86,623
Net cash used in operating activities	(706,653)	6,072
Cash flows from financing activities
Proceeds from the sale of common stock	1,176,702
Net cash from financing activities	1,176,702
Net increase in cash and cash equivalents	470,049	6,072
Cash and cash equivalents at beginning of period	5,572
Cash and cash equivalents at end of period	475,621	6,072
Supplemental disclosures of cash flow information:
Cash paid during the period for interest
Cash paid during the period for income taxes

XML

Note 1 - Basis of Presentation

6 Months Ended

Jun. 30, 2019

Notes to Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

1. BASIS OF PRESENTATION

These unaudited condensed interim consolidated financial statements should be read in conjunction with the annual financial statements for Oculus VisionTech Inc. (“Oculus” or the “Company”) most recently completed fiscal year ended

December 31, 2018.

These unaudited condensed interim consolidated financial statements do

not

include all disclosures required in annual financial statements, but rather are prepared in accordance with recommendations for interim financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These unaudited condensed interim consolidated financial statements have been prepared using the same accounting policies and methods as those used by the Company in the annual audited financial statements for the year ended

December 31, 2018,

except when disclosed below.

The accompanying consolidated financial statements include the accounts of Oculus and its wholly-owned subsidiary, USVO Inc. All intercompany balances and transactions have been eliminated upon consolidation.

In the opinion of the management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. The results for the interim periods are

not

necessarily indicative of the results that

may

be attained for an entire year or any future periods. For further information, refer to the Financial Statements and footnotes thereto in the Company’s annual report on Form

10

-K for the fiscal year ended

December 31, 2018.

XML

Note 2 - Going Concern

6 Months Ended

Jun. 30, 2019

Notes to Financial Statements

Substantial Doubt about Going Concern [Text Block]

2. GOING CONCERN

The accompanying unaudited condensed interim consolidated financial statements have been prepared assuming the Company will continue as a going concern.  As shown in the financial statements, the Company has incurred a loss of

$122,166

for the

six

month period ended

June 30, 2019

and, in addition the Company incurred losses of

$183,279

and

$230,699

for the years ended

December 31, 2018

and

2017,

respectively. As of

June 30, 2019,

the Company had an accumulated deficit of

$41,315,997

and a working capital deficit of

$319,002.

These conditions raise doubt about the Company’s ability to continue as a going concern.  The Company’s ability to continue as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations as they come due which management believes it will be able to do.  To date, the Company has funded operations primarily through the issuance of common stock and warrants to outside investors and the Company’s management.  The Company believes that its operations will generate additional funds and that additional funding from outside investors and the Company’s management will continue to be available to the Company when needed.  The financial statements do

not

include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary in the event the Company cannot continue as a going concern.

XML

Note 3 - Common Stock

6 Months Ended

Jun. 30, 2019

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

3 . COMMON STOCK  

On

June 19, 2019,

the Company issued

7,500,000

units to employee and directors at

$0.075

CND per unit. Each unit consisted of

one

share of common stock.

On

June 19, 2019,

the Company issued

13,950,000

units to investors at

$0.075

CND per unit. Each unit consisted of

one

share of common stock.

XML

Note 4 - Subsequent Events

6 Months Ended

Jun. 30, 2019

Notes to Financial Statements

Subsequent Events [Text Block]

4 . SUBSEQUENT EVENTS

None.

XML

Note 2 - Going Concern (Details Textual) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018	Dec. 31, 2017
Net Income (Loss) Attributable to Parent, Total	$ (69,486)	$ (27,824)	$ (122,166)	$ (65,685)	$ (183,279)	$ (230,699)
Retained Earnings (Accumulated Deficit), Ending Balance	(41,315,997)		(41,315,997)		$ (41,193,831)
Working Capital (Deficit)	$ (319,002)		$ (319,002)

XML

Note 3 - Common Stock (Details Textual)	Jun. 19, 2019 $ / shares shares
Employee and Directors [Member]
Stock Issued During Period, Shares, New Issues | shares	7,500,000
Shares Issued, Price Per Share | $ / shares	$ 0.075
Investors [Member]
Stock Issued During Period, Shares, New Issues | shares	13,950,000
Shares Issued, Price Per Share | $ / shares	$ 0.075