10QSB 1 frm10qsb31mar2007.txt FORM 10QSB - MARCH 31, 2007 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2007 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT OF 1934 Commission File Number: 333-91436 OCIS Corp. ----------------------------------------------- (Exact name of small business issuer as specified in its charter) Nevada 26-0014658 ------------------------------- -------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2081 South Lakeline Drive, Salt Lake City, Utah 84109 ------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (801) 467-4566 ------------------------------- (Issuer telephone number) Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [X] No [ ] Yes [X] No [ ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ] APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 1,017,000 shares of its $0.001 par value common stock as of March 31, 2007. Transitional Small Business Disclosure Format (check one) Yes [ ] No [X] 1 PART I-FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS OCIS Corp. FINANCIAL STATEMENTS (UNAUDITED) March 31, 2007 The financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. However, in the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the periods presented have been made. These financial statements should be read in conjunction with the accompanying notes, and with the historical financial information of the Company. 2 OCIS CORP. (A Development Stage Company) BALANCE SHEETS
March 31, December 31, 2007 2006 ----------------- ----------------- (Unaudited) ASSETS CURRENT ASSETS: Cash in bank $ 130,950 $ 87,850 Due from Related Party - 317 Prepaid Expense - 175 ----------------- ----------------- Total Current Assets 130,950 88,342 ----------------- ----------------- TOTAL ASSETS $ 130,950 $ 88,342 ================= ================= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable and accrued expenses $ 7,030 $ 3,067 Stand Still Deposit 100,000 50,000 ----------------- ----------------- Total Current Liabilities 107,030 53,067 ----------------- ----------------- STOCKHOLDERS' EQUITY: Preferred stock; $.001 par value, 10,000,000 shares authorized, no shares issued and outstanding - - Common stock; $.001 par value, 90,000,000 shares authorized, 1,017,000 shares issued and outstanding both periods 1,017 1,017 Capital in excess of par value 131,324 131,324 Deficit accumulated during the development stage (108,421) (97,066) ----------------- ----------------- Total Stockholders' Equity 23,920 35,275 ----------------- ----------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 130,950 $ 88,342 ================= =================
See Notes to Unaudited Financial Statements. 3 OCIS CORP. (A Development Stage Company) STATEMENTS OF OPERATIONS (Unaudited)
Cumulative from Inception, For the Three Months Ended February 6, 2002, March 31, to March 31, 2007 2006 2007 ---------------- ------------------ ------------------- REVENUES $ - $ - $ - EXPENSES: General and administrative 12,140 8,260 106,605 ---------------- ------------------ ------------------- Total Expenses 12,140 8,260 106,605 ---------------- ------------------ ------------------- NET LOSS FROM OPERATIONS (12,140) (8,260) (106,605) OTHER INCOME (EXPENSE) Interest income 785 329 4,505 Interest expense - - (3,635) ---------------- ------------------ ------------------- TOTAL OTHER INCOME (EXPENSE) 785 329 870 ---------------- ------------------ ------------------- NET LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (11,355) (7,931) (105,735) Provision for income taxes - - - ---------------- ------------------ ------------------- NET LOSS FROM CONTINUING OPERATIONS (11,355) (7,931) (105,735) DISCONTINUED OPERATIONS Revenues - - 88,339 Cost of Goods Sold - - (76,589) ---------------- ------------------ ------------------- Gross profit (loss) - - 11,750 General and administrative expenses - - 14,436 ---------------- ------------------ ------------------- NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS - - (2,686) ---------------- ------------------ ------------------- NET LOSS FROM CONTINUING AND DISCONTINUED OPERATIONS $ (11,355) $ (7,931) $ (108,421) ================ ================== =================== BASIC INCOME (LOSS) PER SHARE: Continuing operations $ (0.011) $ (0.008) Discontinued operations - - ---------------- ------------------ Total $ (0.011) $ (0.008) ================ ================== WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 1,017,000 1,017,000 ================ ==================
See Notes to Unaudited Financial Statements. 4 OCIS CORP (A Development Stage Company) STATEMENTS OF CASH FLOWS (Unaudited)
Cumulative from Inception, For the Three Months Ended February 6, 2002 March 31, to March 31, 2007 2006 2007 ----------------- ---------------- -------------------- CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES FROM CONTINUING OPERATIONS Net loss from continuing operations $ (11,355) $ (7,931) $ (105,735) Adjustments to reconcile net loss from continuing operations to cash provided by (used in) operating activities: Offering costs charged to additional paid-in capital - - (1,909) Changes in operating assets and liabilities: (Increase) decrease in prepaid expenses 175 - - (Increase) decrease in due from officer 317 - - Increase (decrease) in accounts payable and accrued expenses 3,963 4,398 7,030 Increase in other current liabilities 50,000 - 100,000 ----------------- ---------------- -------------------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES FROM CONTINUING OPERATIONS 43,100 (3,533) (614) ----------------- ---------------- -------------------- CASH FLOWS FROM INVESTING ACTIVITIES FROM CONTINUING OPERATIONS - - - ----------------- ---------------- -------------------- CASH FLOWS FROM FINANCING ACTIVITIES FROM CONTINUING OPERATIONS Common stock issued for cash - - 129,250 Payment on note payable - officer - - (27,355) ----------------- ---------------- -------------------- NET CASH PROVIDED BY (USED IN) FINANCING FROM CONTINUING OPERATIONS - - 101,895 ----------------- ---------------- -------------------- NET CASH PROVIDED BY (USED IN) DISCONTINUED OPERATIONS - - 29,669 ----------------- ---------------- -------------------- NET CHANGE IN CASH 43,100 (3,533) 130,950 CASH AT THE BEGINNING OF THE PERIOD 87,850 63,396 - ----------------- ---------------- -------------------- CASH AT THE END OF THE PERIOD $ 130,950 $ 59,863 $ 130,950 ================= ================ ==================== SUPPLEMENTAL INFORMATION: Cash paid for interest and income taxes $ - $ - $ - ================= ================ ==================== SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: Offering costs charged to additional paid-in capital $ - $ - $ (1,909) ================= ================ ==================== Stock issued to acquire inventory (discontinued operations) $ - $ - $ 5,000 ================= ================ ==================== Debt issued to acquire inventory (discontinued operations) $ - $ - $ 27,355 ================= ================ ==================== Officer compensated with inventory (discontinued operations) $ - $ - $ 2,788 ================= ================ ====================
See Notes to Unaudited Financial Statements. 5 OCIS CORP. (A Development Stage Company) NOTES TO UNAUDITED FINANCIAL STATEMENTS NOTE 1 - CONDENSED INTERIM FINANCIAL STATEMENTS The accompanying unaudited condensed financial statements include the accounts of OCIS Corp. These statements are condensed and, therefore, do not include all disclosures normally required by accounting principles generally accepted in the United States of America. These statements should be read in conjunction with the Company's most recent annual financial statements for the year ended December 31, 2006 and for the period from inception, February 6, 2002, through December 31, 2006, included in Form 10-KSB filed with the U.S. Securities and Exchange Commission on March 2, 2007. In particular, the Company's significant accounting policies were presented as Note 2 to the financial statements in that report. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying condensed financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying condensed financial statements for the period ended March 31, 2007 are not necessarily indicative of the operating results that may be expected for the full year ending December 31, 2007. Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization - The Company was organized under the laws of the State of Nevada on February 6, 2002 and has elected a fiscal year end of December 31. The Company intended to engage in business operations to buy used equipment wholesale and resell it to other dealers or to retail customers. To this end, the Company acquired an inventory of used materials handling equipment. During the fourth quarter of 2005 the Company discontinued its used materials handling equipment operations (Note 4) and is currently assessing other business opportunities. The Company is considered a development stage company as defined in SFAS No. 7. The Company has at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors. Net Earnings Per Share - The computation of net income (loss) pe share of common stock is based on the weighted average number of shares outstanding during the periods presented. Income Taxes - Due to losses through March 31, 2007 and since inception, no provision for income taxes has been made. There are no deferred income taxes resulting from income and expense items being reported for financial accounting and tax reporting purposes in different periods. Deferred income tax assets arising from net operating losses have been fully offset by valuation allowances, in accordance with SFAS No. 109 "Accounting for Income Taxes" due to the uncertainty of their realization. Cash and Cash Equivalents - For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. During the periods ending March 31, 2007 and 2006, the Company did not have non-cash investing activities. Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Inventory - Inventory consists of used finished materials handling equipment purchased for resale and is stated at the lower of cost determined by the first-in first-out (FIFO) method or market. Inventory cost includes those costs directly attributable to the product before sale. 6 OCIS CORP. (A Development Stage Company) NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Revenue recognition - Since inception, February 6, 2002, the Company has recognized revenue at the time the sale of the used equipment took place and title had transferred to the customer upon shipment or delivery. The Company has recognized $88,339 in sales from its discontinued operations since inception. Note 3 - COMMON STOCK TRANSACTIONS On December 30, 2003 the Company closed an offering for the sale of a minimum of 300,000 shares or maximum of 600,000 shares of its authorized but previously unissued common stock at $0.25 per share. The shares were offered pursuant to a Form SB-2 Registration Statement under the Securities Act of 1933. The Company accepted subscriptions for the purchase of 417,000 shares for a total of $104,250. The officers of the Company acted as sales agents and no commissions were incurred by the Company. A total of $1,909 in expenses directly related to the offering was offset against capital in excess of par value. No additional shares were sold during the period ended March 31, 2007. Note 4 - DISCONTINUED OPERATIONS During the fourth quarter of 2005 the Company's management made the decision to discontinue its used materials handling equipment operations. Accordingly, the results of the discontinued operations have been segregated from continuing operations in the statements of operations and cash flows for the three-month periods ended March 31, 2007 and 2006, and cumulative from inception (February 6, 2002) to March 31, 2007. Since inception, the discontinued operations generated $88,339 in revenues and achieved a profit margin of $11,750, net of cost of sales of $76,589. General and administrative expenses were $14,436, and the basic loss per share from discontinued operations was ($0.01). The discontinued operations netted a positive cash flow of $29,669. Note 5 - DEVELOPMENT STAGE COMPANY AND GOING CONCERN The Company is in the development stage as defined in Financial Accounting Standards Board Statement No. 7 and has incurred significant cumulative net losses. As reported in the financial statements, the Company has a cumulative gross profit from discontinued operations of $11,750 from the sale of used materials handling equipment and an accumulated deficit of $108,421. At March 31, 2007 the Company's only asset is $130,950 cash. The Company has current liabilities totaling $107,030. During 2003 the Company completed the sale of 417,000 shares of its common stock at $0.25 per share to raise capital so that it could develop successful operations per its business plan. However, there can be no assurance that the funds raised will be sufficient or that the Company will be able to obtain additional funding or generate profitable operations, or that other funding, if obtained in adequate amounts, will be on terms favorable to the Company to execute its business plan. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it is able to engage in profitable business operations. The Company's inability to obtain additional funding, as required, would severely impair its business operations and there can be no assurance that the Company's operating plan will be successful. If the Company is unable to obtain adequate capital it could be forced to cease operations. 7 OCIS CORP. (A Development Stage Company) NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 5 - DEVELOPMENT STAGE COMPANY AND GOING CONCERN (continued) As discussed in our Form 10-KSB for the fiscal year ended December 31, 2006, the Company entered into a Letter of Intent to acquire Ecology Coatings, Inc., a California corporation. On November 6, 2006 the Company received a $50,000 "stand still deposit" upon signing of a Letter of Intent, and during the three-month period ended March 31, 2007 the Company received two additional deposits of $25,000 each upon Ecology's exercise of its option to extend the closing date. The Company will retain the deposits if the closing of the merger does not occur for any reason. The Company will refund the deposits to Ecology on the closing date of the merger. As of March 31, 2007, the companies had not closed the agreement, and there is no assurance that this transaction will be consummated. Ultimately, however, the Company will need to achieve profitable operations in order to continue as a going concern. Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS ------------------------------------------------- This periodic report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive positions, growth opportunities for existing products, plans and objectives of management. Statements in this periodic report that are not historical facts are hereby identified as "forward-looking statements." Critical Accounting Policies and Estimates ------------------------------------------ The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted ("GAAP") in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the unaudited Condensed Financial Statements and accompanying notes. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates under different assumptions or conditions. OCIS believes there have been no significant changes during the three month period ended March 31, 2007, to the items disclosed as significant accounting policies in management's Notes to Financial Statements in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2006. General --------- Organization and Corporate History OCIS Corp. was organized on February 6, 2002, in the state of Nevada. OCIS was organized to engage in the purchase and sale of used business equipment with an initial emphasis on used warehousing equipment. As part of the organization of OCIS, an initial inventory was purchased and a president with experience in the used equipment market was appointed. The initial equipment inventory primarily consisted of warehousing rack systems and forklifts. Business in General Our initial focus has been on buying and selling used warehouse storage systems, lift trucks and office components that facilitate office, commercial and industrial users with their inventory control, manufacturing process and/or office equipment needs. As part of the organization of OCIS, we purchased an initial inventory, which consist of warehousing rack systems and forklifts. Although we were initially successful in generating sales and revenue, our former president who ran the operation decided to pursue other interests. With the departure of the president and guiding force behind the business plan, the remaining management has been trying to decide how to proceed. At this point, the decision has been made to discontinue the operations related to the sale of used equipment. Management is now investigating other possibilities and business opportunities to pursue. 9 In November 2006, we entered into a letter of intent to acquire Ecology Coatings, Inc. Under the proposed terms of the acquisition, we would acquire all of the issued and outstanding shares of Ecology Coatings, Inc. in exchange for shares of OCIS common stock. It is anticipated that the management of Ecology Coatings, Inc. will assume management positions with the Company and the business of Ecology Coatings, Inc. will become the business of the Company. At this time, a definitive agreement has not been completed and terms of the transaction may change as the parties complete their due diligence. Additionally, with no definitive agreement in place, it is still possible that the deal will not close and we will have to continue to look to other business opportunities. Employees --------- OCIS has no employees at this time. All employee functions are currently handled by Kirk Blosch the president of OCIS. Discussion and Analysis of Financial Condition and Results of Operations ------------------------------------------------------------------------ Liquidity and Capital Resources ------------------------------- OCIS relied on capital from founders to fund operations until capital from investors could be raised. OCIS was able to raise approximately $100,000 to operate and purchase inventory for sale. As of March 31, 2007, OCIS had working capital of $23,920. We anticipate additional cost as we investigate the potential acquisition of Ecology Coatings, Inc. The majority of our assets consist of cash received from Ecology as part of a stand still deposit. As of March 31, 2007, the standstill deposit was $100,000. If the proposed merger with Ecology Coatings, Inc. is closed, the standstill deposit will be returned. If the transaction with Ecology Coatings, Inc. is not closed within the timeframes specified, OCIS may keep the deposits. Results of Operations --------------------- For the quarter ended March 31, 2007 and 2006, we had no revenue. We had a net loss of $11,355 for the quarter ended March 31, 2007, compared with a net loss of $7,931 for the quarter ended March 31, 2006. OCIS management anticipates costs will increase as we continue to work on closing the merger with Ecology Coatings, Inc. The increased cost in the March 31, 2007 quarter was primarily the result of the legal and accounting fees associated with the Ecology Coatings, Inc. proposed transaction. If the merger with Ecology Coatings, Inc. closes, future revenues and expenses will be substantially different as they would be the revenues and expenses of Ecology Coatings, Inc. ITEM 3. CONTROLS AND PROCEDURES a) Evaluation of Disclosure Controls and Procedures. ------------------------------------------------- OCIS' principal executive officers, including principal accounting officers, have reviewed the disclosure controls and procedures (as defined in section 10 240.15d-14) in place to assure the effectiveness of such controls and procedures. This review occurred within 90 days of this filing. Based on this review, the principal executive officers and accounting officers believe OCIS' disclosure controls and procedures are adequate. b) Changes in Internal Controls. ----------------------------- There were no significant changes in OCIS' internal controls, or other factors, that could significantly affect OCIS' controls subsequent to the date of the evaluations performed by the executive officers of OCIS. No deficiencies or material weaknesses were found that would require corrective action. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS In December 2003, OCIS completed the sale of shares of its common stock pursuant to a registration statement filed with the Securities and Exchange Commission, file no. 333-91436. OCIS raised a total of $104,250 through the sale of 417,000 shares of common stock to 50 shareholders at an offering price of $0.25 per share. The offering was subsequently closed on December 30, 2003. The offering was for the sale of a minimum of 300,000 shares and a maximum of 600,000 shares. A total of $1,909 in direct expenses, exclusive of legal and accounting fees, of the offering were incurred resulting in net offering proceeds of $102,341. The officers and directors of OCIS acted as sales agents and no commissions or other fees were paid to the officers and directors for the sale of the shares. Since the offering was closed, we have used approximately $70,000 of the proceeds for the purchase of inventory, payment of expenses and liabilities. This number is an estimate based on use of cash by OCIS. Since OCIS has had sales, it is difficult to say the exact amount of proceeds used versus revenue. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5. OTHER INFORMATION None 11 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. ---------- Item 4 Instruments Defining the Rights of Security Holders ------- --------------------------------------------------- 4.01 4 Specimen Stock Certificate Incorporated by reference* 31.01 31 CEO certification Pursuant to 18 USC Section 1350, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002 This Filing 31.02 31 CFO certification Pursuant to 18 USC Section 1350, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002 This Filing 32.01 32 CEO Certification pursuant to section 906 This Filing 32.02 32 CFO Certification pursuant to Section 906 This Filing * Incorporated by reference from the Company's registration statement on Form SB-2 filed with the Commission, SEC file no. 333-91436. (b) Reports on Form 8-K. -------------------- None 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. OCIS Corp. Dated: April 20, 2007 By: /s/ Kirk Blosch ---------------------------------- Kirk Blosch, Principal Accounting and Chief Financial Officer 12