10KSB/A 1 f10ka1d3.txt OCIS-10KSB DEC 03 AMENMENDMENT NO 1 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB/A Amendment No. 1 (Mark One) [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2003 ----------------- [ ]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 333-91436 ---------- OCIS Corp. -------------------------------------------------- (Exact name of registrant as specified in charter) Nevada 26-0014658 ------------------------------ ------------------------- State or other jurisdiction of (I.R.S. Employer I.D. No.) incorporation or organization 2081 South Lakeline Drive, Salt Lake City, Utah 84109 --------------------------------------------------------------- --------- (Address of principal executive offices) (Zip Code) Issuer's telephone number, including area code (801) 467-4566 --------------- Securities registered pursuant to section 12(b) of the Act: Title of each class Name of each exchange on which registered None N/A ------------------ ----------------------------------------- Securities registered pursuant to section 12(g) of the Act: None ---------------------------------------- (Title of class) 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. (1) Yes [X] No [ ] (2) Yes [X] No [ ] Check if disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ] 2 State issuer's revenues for its most recent fiscal year: $13,670 State the aggregate market value of the voting stock held by nonaffiliates computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within the past 60 days: OCIS's common stock does not have a trading market. As of April 14, 2004, the Registrant had 1,017,000 shares of common stock issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE List hereunder the following documents if incorporated by reference and the part of the form 10-KSB (e.g., part I, part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or other information statement; and (3) Any prospectus filed pursuant to rule 424(b) or c under the Securities Act of 1933: NONE 3 PART I ITEM 1. DESCRIPTION OF BUSINESS 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." 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 hired. The initial equipment inventory primarily consisted of warehousing rack systems and forklifts. Business in General ------------------- Our initial focus will be on buying and selling used warehouse storage systems and office components that will facilitate office, commercial and industrial users with their inventory control, manufacturing process and or office equipment needs. Once we have established a foothold in the warehousing and office components market, we plan on expanding to encompass other used business equipment. As part of the organization of OCIS, we purchased an initial inventory which consist of warehousing rack systems and forklifts. OCIS is hopeful that we will be able to initially roll our inventory, sell and purchase inventory, three times per year. With the proceeds from our recent offering, OCIS is actively looking for additional inventory to sell. Inventory purchase will be driven by market conditions in various industries. As market conditions weaken in an industry, it is often a good time for companies, such as OCIS, to purchase equipment. As the market conditions improve, OCIS will then be able to sell the inventory to expanding companies. Inventory purchases often reflect conditions in geographical areas. As certain areas of the country expand and contract, companies like OCIS are able to move office and warehousing equipment from contracting areas to expanding areas. Management believes the used equipment market will expand as the economy improves. As companies begin to expand, they will need to purchase additional equipment. Management believes companies will focus more on used equipment since it is more economical to purchase and generally functions as well as new equipment. 4 Our initial inventory has focused on the warehousing equipment because current market conditions have resulted in the ability to purchase used warehousing equipment at economical prices. As the economy improves, management believes this will be the first sector that will see increased demands for equipment. Over the past several quarters, management believes inventory was reduced causing a decrease in the need for warehousing equipment. Eventually, management believes, the need to expand inventories will result in increased demand for warehousing equipment. Management focused on warehousing equipment because of its durability and long product lifecycle. Management of OCIS feels there is always a demand for used equipment but the price of the used equipment, like most products, increases as the economy improves. As the economy improves, management is hopeful it will be able to sell its current inventory at a profit and purchase additional equipment. Management of OCIS has found there is always a ready supply of used equipment as businesses upgrade, move or smaller companies go out of business. Products and Services --------------------- OCIS initial focus is going to be on warehousing equipment with the majority of its current and past inventory consisting of warehousing rack systems and related equipment such as forklifts and conveyors. Management will not, however, limit itself to any particular business equipment. In addition to warehouse equipment, management will focus on office equipment including partitions, desk, work spaces and cabinets. Initially, management will not focus on computer or server related systems because of the short life cycle and obsolescence in these areas and the current glut of used computer equipment. Instead, management intends to focus on business equipment that has long life cycles. Marketing and Distribution -------------------------- OCIS's management relies on industry contacts to locate used equipment. Ocis' president, Brent Schlesinger, has been in the material handling industry for over twenty years. His experience and contacts developed as president of another company have brought him into contact with many companies in the United States and with material handling specialist (inventory managers) at these companies. Mr. Schlesinger also keeps in contact with the auction companies that liquidate industrial equipment. These companies will contact those people in the industry, such as Mr. Schlesinger, as they need to liquidate or acquire equipment. Mr. Schlesinger also spends time personally contacting business to inform them of product offerings. These contacts are aimed at finding not only customers to purchase used equipment but to find any businesses that have equipment they would like to sell. As funds permit and, depending on the type of equipment OCIS has in inventory, we will advertise our products in trade journals and in local papers. The kind of equipment in inventory often will dictate the type of marketing program we have in place. With equipment like warehousing, the potential customers are often known to us or readily identifiable so we will use more direct marketing and personal sales efforts to these companies. If our inventory consist of office equipment, we will rely on advertising in local papers and trade journals as the most effective marketing campaign. 5 The nature of our products will require that our market area be limited to Utah and the surrounding states, at first. The geographical limit is the result of the size of our products currently being offered. The transportation of the products has to be done by truck or trailer. The longer the distance from our storage facility in Utah the more difficult and expensive it will be to deliver the products. Accordingly, until our business expands to the point we feel a new facility can be opened in another region of the country, we will limit our geographical area to Utah and our surrounding states which are within a days drive of our yard. These states would be Idaho, Nevada, Wyoming and Colorado. We anticipate most of our business at first to be within Utah and slowly expanding to the boarder areas of Idaho, Wyoming and Nevada. By limiting our geographical coverage, most of our shipping can be done with pickup trucks and rented trailers or through a rental of a local semi trailer for the day. This helps keep our cost down by not having to incur or pass along expensive shipping cost. It also allows us to store all of our inventory at a yard without having to have other storage facilities around the country. All products are simply stored at our yard until the day they need to be loaded and delivered to a clients facility. With many customers located in the same area, customers are also able to pick up the products themselves and save any shipping cost. We typically will try and pass along the shipping cost if possible. However, in an industry where competition is based on price, we may have to absorb some of the shipping cost. Competition ----------- The market for used equipment is very competitive. In addition to small companies like OCIS, many larger companies offer similar services. Additionally, many manufactures offer to sell used equipment or take it in trade when they install newer equipment. The manufactures used the resale of used equipment as a means of obtaining service contracts and to maintain contact with companies that will eventually want to upgrade to newer equipment. Many companies have also started reselling their own equipment in a way to maximize the proceeds they receive. Additionally, business liquidators have become more aggressive at handling all aspects of the liquidation process and instead of relying on the traditional auction to sell equipment, they will now hold equipment for longer periods to maximize potential proceeds of the sale. With our small size and having only begun business operations, we consider ourselves to be at a competitive disadvantage. This industry is very competitive. Typically, the competition is going to be on price point with the cheapest price receiving the sale. In the material handling market as well as the office product market, the products are very similar and typically all products perform the same function equally well. This leaves the competition focused on price. Manufacturing, Supplies, and Quality Control -------------------------------------------- OCIS does not manufacture any equipment. OCIS does inspect all equipment to assure that it is in good condition prior to any purchase or sale. We do not provide any warranties to the equipment we sell. All equipment is sold "as is." 6 Inventory on hand will very as funds permit. Management is hopeful that with the funds from the offering, we will be able to increase our inventory and take advantage of the ability to purchase additional inventory if a good opportunity presents itself. Presently, existing capital will not allow us to purchase all the inventory we want and we have had to pass on the opportunity to purchase some office and warehousing equipment which were at good prices. As we are able to sell existing inventory, management intends to purchase as much new inventory as funds permit with the profits from the sales. Domain Names, Trademarks and Copyrights --------------------------------------- OCIS has no intellectual property and we do not anticipate, given current business objectives, that any intellectual property, other than trade names will be developed. Research and Development ------------------------ The nature of our business does not require we spend capital on research and development. Regulation and Environmental Compliance --------------------------------------- Our business is not subject to many, if any, regulations or environmental compliance. The used equipment we sell tends to be very basic items not subject to many standards other than certain warehouse equipment which must be able to hold weight distributions indicated on the product. Typically, these standards were already approved when the equipment was originally sold and no new testing is required. Employees --------- OCIS has no employees at this time. All employee functions are currently handled by Brent Schlesinger and, when needed, Kirk Blosch and Jeff Holmes who are the officers and directors of OCIS. If our business plan is successful, we expect we will be able to hire part or full-time employees to assist operations as needed. ITEM 2. DESCRIPTION OF PROPERTIES Executive Office and Yard ------------------------- We currently lease a yard at 3942 South 210 West in Salt Lake City, Utah at a lease rate of $500 per month for storing our inventory. The lease is month to month. The yard is approximately fifty feet by two hundred ten feet. The yard has a gravel surface and is surrounded by a wire fence to prevent theft of our inventory. We do not have the use of any facilities at the yard except the open space. All inventory that needs to be covered is done so through plastic covers placed over the inventory. The yard is in satisfactory conditions for our use which is solely as a storage facility for our inventory. Management believes this facility will serve our purposes for at least the next twelve months. Our officers utilize their home offices on a rent free basis. 7 ITEM 3. LEGAL PROCEEDINGS None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS No matters were submitted to a vote of shareholders of OCIS during the fourth quarter of the fiscal year ended December 31, 2003. PART II ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS OCIS's Common Stock is not listed for trading. Since its inception, OCIS has not paid any dividends on its Common Stock, and OCIS does not anticipate that it will pay dividends in the foreseeable future. At April 14, 2004, OCIS had approximately 53 shareholders. 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 terminated on December 31, 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 at the end of December 2003, no proceeds had been used other then paying offering expenses at the close of the year end period of December 31, 2003. ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION General --------- 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 hired. The initial equipment inventory primarily consisted of warehousing rack systems and forklifts. Business in General Our initial focus will be on buying and selling used warehouse storage systems and office components that will facilitate office, commercial and industrial users with their inventory control, manufacturing process and or office equipment needs. Once we have established a foothold in the warehousing and office components market, we plan on expanding to encompass other used business equipment. As part of the organization of OCIS, we purchased an initial inventory which consist of warehousing rack systems and forklifts. In September 2003, we sold most of the remaining initial inventory at an auction. 8 The remaining inventory was sold to make room for new inventory purchases. We still have some of our initial inventory which was items we felt would bring a better price selling individually. As part of the sale of the initial inventory, the balance on our note related to the initial inventory was reduced by $13,271 which related to the items sold. Inventory purchase will be driven by market conditions in various industries. As market conditions weaken in an industry, it is often a good time for companies, such as OCIS, to purchase equipment. As the market conditions improve, OCIS will then be able to sell the inventory to expanding companies. Inventory purchases often reflect conditions in geographical areas. As certain areas of the country expand and contract, companies like OCIS are able to move office and warehousing equipment from contracting areas to expanding areas. Management believes the used equipment market will expand as the economy comes out of the recession. As companies begin to expand, they will need to purchase additional equipment. Management believes companies will focus more on used equipment since it is more economical to purchase and generally functions as well as new equipment. Liquidity and Capital Resources ------------------------------- OCIS relied on capital from founders to fund operations until proceeds of the offering were received. With the proceeds from the offering, OCIS had approximately $100,000 to use to operate and purchase inventory for sale. As of December 31, 2003, OCIS had working capital of $84,805. Management intends to use these funds to purchase additional inventory and operate. To date, most expenses have been for professional services such as accounting and attorney's fees in organizing OCIS and conducting initial audits. We anticipate monthly ongoing expenses to be held to a minimum until revenue allows us to expand our workforce, advertise and purchase additional inventory. We are trying to keep our cash needs to a minimum until we start receiving revenue from sales of product. Results of Operations --------------------- For the year ended December 31, 2003, we had revenues of $13,670 compared to revenues of $12,500 for the year ended December 31, 2002. As a result, OCIS had a net loss of $25,363 for the year ended December 31, 2003, compared with a net loss of $22,173 for 2002. OCIS management anticipates costs will remain relatively constant over the next couple of month with the primary focus on buying additional products for sale. OCIS management is hopeful sales will increase in 2004, with the majority of focus in 2003 aimed at raising capital to fund start up cost and inventory purchases. The majority of expenses in 2003 and 2002 were professional fees. As OCIS moves into an operating position, OCIS management anticipates more cost for operations such as advertising, marketing and storage related fees for inventory. At this time it is difficult to predict all the cost since management is in the process of acquiring additional inventory to sell and has not been active in pursing sales. During the second and third quarters of 2004, management anticipates sales to increase and cost to also increase. 9 ITEM 7. FINANCIAL STATEMENTS The financial statements of OCIS are set forth immediately following the signature page to this Form 10-KSB. ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE OCIS has had no disagreements with its certified public accountants with respect to accounting practices or procedures or financial disclosure. ITEM 8A. 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 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 III ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT The following table sets forth as of April 13, 2004, the name, age, and position of each executive officer and director and the term of office of each director of OCIS. Name Age Position Held Position Since ---- --- -------- ------------------- Brent W. Schlesinger 48 President, Director 2002 Jeff W. Holmes 50 Director 2002 Kirk Blosch 49 Secretary, Treasurer, Director 2002 The term of office of each director is one year and until his or her successor is elected at the annual shareholders' meeting and is qualified, subject to removal by the shareholders. The term of office for each officer is for one year and until a successor is elected at the annual meeting of the board of directors and is qualified, subject to removal by the board of directors. 10 OCIS does not have a standing audit, nominating or compensation committee. The size of OCIS's board has not permitted the board of directors to divide up some of the corporate governance provisions. It is anticipated as our business expands, that board of director committees will be formed. At this time, however, the exact timing and the nature of such committees is unknown. Biographical Information ------------------------ Set forth below is certain biographical information with respect to OCIS's existing officer and director. Brent W. Schlesinger was the president and general manager of Yale Industrial Trucks, Inc. in Salt Lake City, Utah from 1989 to 1994 where he oversaw all daily activity for Yale. Yale Industrial managed a fleet of rental fork lifts and engaged in the purchase and sale of used warehouse equipment. From 1994 until hired by OCIS, Mr. Schlesinger operated his own private company doing business as PS Enterprises. PS Enterprises was a sole proprietorship and never incorporated. Mr. Schlesinger's business was engaged in the purchase and sale of warehouse equipment. Jeff W. Holmes is a general partner and founder in the partnership of Blosch and Holmes, LLC, a business consulting and private venture funding general partnership founded in 1984. Since September 1997, Mr. Holmes has been a managing partner of the Scottsdale Equity Growth Fund, LLC, which is a private equity fund engaged in financing technology companies. Since September 1998, Mr. Holmes is the managing partner of DMG Advisors, LLC which provides consulting to private and public companies. Mr. Holmes also served as the chairman of the board of directors of Ion Laser Technology, 1983 to 1994 a medical device company listed on the American Stock Exchange. Mr. Holmes is presently a member of the board of directors and principal shareholder of Calibrus, Inc. a contact center located in Phoenix, Arizona. As a contact center, Calibrus handles inbound and outbound telephone calls for corporations. These calls can range from assistance with customer service to third party verification were a Calibrus operator will verify a party has agreed to purchase products over the telephone from another contact or call center. Mr. Holmes graduated from the University of Utah in 1976 with a Bachelor of Science degree in Marketing and Management. Kirk Blosch is a general partner and founder of Blosch and Holmes LLC, a business consulting and private venture funding general partnership established in 1984. Mr. Blosch is and has been since October 1999 a member of the board of directors of Calibrus, Inc. and currently serves as chairman of the board of Calibrus. Calibrus is a contact center located in Phoenix, Arizona. From the first quarter of 1997 through the second quarter of 2000, Mr. Blosch was a director of Zevex International, a medical product company specializing in medical devices and ultrasound technology. Zevex (ZVXI) is traded on NASDAQ. Mr. Blosch graduated from the University of Utah in 1977 with a B.S. degree in Speech Communications. Except as indicated below, to the knowledge of management, during the past five years, no present or former director, or executive officer of OCIS: (1)filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing; 11 (2)was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3)was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting, the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliate person, director or employee of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; or (iii)engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; (4) was the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority barring, suspending, or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity; (5) was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been subsequently reversed, suspended, or vacated. (6) was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated. ITEM 10. EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE The following tables set forth certain summary information concerning the compensation paid or accrued for each of OCIS's last three completed fiscal years to OCIS's or its principal subsidiaries chief executive officer and each of its other executive officers that received compensation in excess of 12 $100,000 during such period (as determined at December 31, 2003, the end of OCIS's last completed fiscal year):
Long Term Compensation ---------------------- Annual Compensation Awards Payouts Other Restricted Name and Annual Stock Options LTIP All other Principal Position Year Salary Bonus($) Compensation Awards /SARs Payout Compensation ------------------ ---- ------ -------- ------------ ------ ------- ------ ------------ Brent W. Schlesinger 2003 $-0- -0- -0- -0- -0- -0- -0- President and CEO 2002 -0- -0- -0- -0- -0- -0- -0- -----------------
Employment Agreements --------------------- OCIS does not have an employment agreement with Mr. Schlesinger, our President. Mr. Schlesinger has not received compensation in connection with serving as an officer and director of OCIS, and does not intend to receive compensation until revenues from operations support such compensation. Board Compensation ------------------ OCIS's director receives no compensation for attendance at board meetings. Additional members of the Board of Directors who may be appointed will serve for no compensation until the next annual meeting of shareholders. Options/Stock Appreciation Rights ("SAR") Grants in Last Fiscal Year -------------------------------------------------------------------- No individual grants of stock options (whether or not in tandem with SARs), or freestanding SARs were made since inception to any of the named executive officers. Bonuses and Deferred Compensation (Termination of Employment and Change of Control Arrangement) -------------------------------------------------------------------------- There are no compensation plans or arrangements, including payments to be received from OCIS, with respect to any person named as a director, executive officer, promoter or control person above which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person's employment with OCIS or its subsidiaries, or any change in control of OCIS, or a change in the person's responsibilities. Compensation Pursuant to Plans ------------------------------ OCIS has no compensation plan in place. ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth as of April 14, 2004, the name and the number of shares of OCIS's Common Stock, par value $0.001 per share, held of record or beneficially by each person who held of record, or was known by OCIS to own beneficially, more than 5% of the 1,017,000 issued and outstanding 13 shares of OCIS's Common Stock, and the name and shareholdings of each director and of all officers and directors as a group. Title of Name of Amount and Nature of Percentage Class Beneficial Owner Beneficial Ownership(1) of Class ----- ---------------- -------------------- ---------- Common Brent W. Schlesinger 104,000 10.22% 3942 South 210 West Salt Lake City, Utah 84107 Common Kirk Blosch 262,000 25.76% 2081 South Lake Line Rd. Salt Lake City, Utah 84109 Common Jeff W. Holmes 270,000 26.55% 600 Highway 50 Pinewild At Marla Bay, Unit 101 Zephyr Cove Nevada 89448 OFFICERS, DIRECTORS AND NOMINEES: Common Brent W. Schlesinger --------See Above--------- Kirk Blosch --------See Above--------- Jeff W. Holmes --------See Above--------- All Officers and Directors as a group (3 persons) 636,000 62.54% (1) Indirect and Direct ownership are referenced by an "I" or "D", respectively. All shares owned directly are owned beneficially and of record and such shareholder has sole voting, investment, and dispositive power, unless otherwise noted. ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS TRANSACTIONS WITH MANAGEMENT AND OTHERS. The information set forth below is provided by OCIS based on what OCIS believes may be material to the shareholders in light of all the circumstances of the particular case. The significance of the transactions disclosed may be evaluated by each potential investor after taking into account the relationship of the parties to the transactions and the amounts involved in the transactions. On organization of OCIS, two founders, Jeff W. Holmes and Kirk Blosch, who are the founders and officers and directors of OCIS, purchased 500,000 shares of OCIS common stock for $25,000 consisting of $10,000 in cash and promissory notes for $15,000. Each purchased 250,000 shares. The promissory notes for $15,000 have been paid in full. OCIS purchased its original inventory from Brent Schlesinger. Mr. Schlesinger was subsequently appointed a director and president of OCIS. As part of the purchase price of the initial inventory, OCIS issued Mr. Schlesinger 100,000 shares of common stock. OCIS also gave Mr. Schlesinger a promissory note for $40,626. As of December 31, 2003, the principal balance on the note was $4,545. 14 TRANSACTIONS WITH PROMOTERS There have been no transactions between OCIS and promoters during the last fiscal year. ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K (a)(1)FINANCIAL STATEMENTS. The following financial statements are included in this report: Title of Document Page ----------------- ---- Independent Auditor's Report F-2 Balance Sheets F-3 Statements of Operations F-4 Statement of Stockholders' Equity F-5 Statements of Cash Flows F-6 Notes to Financial Statements F-7-10 (a)(2)FINANCIAL STATEMENT SCHEDULES. The following financial statement schedules are included as part of this report: None. (a)(3)EXHIBITS. The following exhibits are included as part of this report: SEC Exhibit Reference Number Number Title of Document Location ------- --------- ----------------- ------------------ Item 3 Articles of Incorporation and Bylaws 3.01 3 Articles of Incorporated Incorporation by reference* 3.02 3 Bylaws Incorporated by reference* 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 15 32.02 32 CFO Certification pursuant to Section 906 This Filing * Incorporated by reference from OCIS's registration statement on form SB-2 filed with the Commission, SEC file no. 333-91436. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Information required by Item 9(e) of Schedule 14A 1) Audit Fees - The aggregate fees billed us for each of the last two fiscal years for professional services rendered by our principal accountant for the audit of our annual financial statements and review of our quarterly financial statements is $4,445 and $300, respectively. The aggregate fees billed us for each of the last two fiscal years for professional services rendered by our former accountant to the audit of our annual financial statements and review of our quarterly financial statements is $1,875 and $400, respectively. 2) Audit-Related Fees - None. 3) Tax Fees. $150. 4) All Other Fees. None. 5) Not applicable. 6) Not Applicable. 16 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: OCIS Corp. By: /s/ ------------------------------- Brent W. Schlesinger, President Principal Financial and Accounting Officer By: /s/ ------------------------------- Kirk Blosch, Principal Accounting Officer In accordance with the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ -------------------- Brent W. Schlesinger Director April 26, 2004 /s/ -------------------- Director April 26, 2004 Kirk Blosch /s/ -------------------- Director April 26, 2004 Jeff W. Holmes F-1 OCIS, CORP. (A Development Stage Company) FINANCIAL STATEMENTS For the Year Ended December 31, 2003 and From Inception, February 6, 2002, through December 31, 2002 Contents: Independent Auditor's Report F-2 Balance Sheets F-3 Statements of Operations F-4 Statement of Stockholders' Equity F-5 Statements of Cash Flows F-6 Notes to Financial Statements F-7-10 F-2 Independent Accountants' Report Board of Directors and Stockholders OCIS, Corp. We have audited the balance sheets of OCIS, Corp. as of December 31, 2003 and 2002, and the related statements of operations, shareholders' equity and cash flows for the year ended December 31, 2003 and the period of February 6, 2002 (date of inception) through December 31, 2002. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. The financial statements of OCIS, Corp. as of December 31, 2002 and for the period of February 6, 2002 (date of inception) through December 31, 2002 were audited by another auditor whose report, dated February 20, 2003, expressed a going concern qualified opinion on those statements. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of OCIS, Corp. as of December 31, 2003 and 2002, and the results of its operations and its cash flows for the year ended December 31, 2003 and the period of February 6, 2002 (date of inception) through December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 6 to the financial statements, the Company has incurred significant net losses since inception. This raises substantial doubt about the Company's ability to meet its obligations and to continue as a going concern. Management's plans in regard to this matter are described in Note 6. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Child, Sullivan & Company /S/ Child, Sullivan & Company Kaysville, Utah March 9, 2004 F-3 OCIS CORP. (A Development Stage Company) BALANCE SHEETS December 31, December 31, 2003 2002 -------------- -------------- ASSETS Current Assets: Cash in bank $ 104,759 $ 1,194 Inventory 6,358 39,291 ---------- ---------- Total Current Assets 111,117 40,485 ---------- ---------- Total Assets $ 111,117 $ 40,485 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Accounts payable and accrued expenses $ 10,443 $ 2,548 Due to officers and stockholders 10,945 - Accrued interest payable - officers and stockholders 379 309 Note payable - officer 4,545 29,856 ---------- ---------- Total Current Liabilities 26,312 32,713 ---------- ---------- Shareholders' 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 and 600,000 shares issued and outstanding, respectively 1,017 600 Capital in excess of par value 131,324 29,400 Common stock subscribed - (55) Deficit accumulated during the development stage (47,536) (22,173) ---------- ---------- Total Shareholders' Equity 84,805 7,772 ---------- ---------- Total Liabilities and Shareholders' Equity $ 111,117 $ 40,485 ========== ========== The accompanying notes are an integral part of these financial statements. F-4 OCIS CORP. (A Development Stage Company) STATEMENTS OF OPERATIONS
Revenue Sales $ 13,670 $ 12,500 $ 26,170 Cost of goods sold (25,757) (11,942) (37,699) ------------- ------------- ------------- Gross profit (loss) (12,087) 558 (11,529) ------------- ------------- ------------- Expenses: General and administrative 11,717 21,204 32,921 ------------- ------------- ------------- Total Expenses 11,717 21,204 32,921 ------------- ------------- ------------- Net Loss From Operations (23,804) (20,646) (44,450) Other Income (Expense) Interest income - 513 513 Interest expense (1,559) (2,040) (3,599) ------------- ------------- ------------- Total Other Expense (1,559) (1,527) (3,086) ------------- ------------- ------------- Net Loss Before Income Taxes (25,363) (22,173) (47,536) Provision for income taxes - - - ------------- ------------- ------------- Net Loss $ (25,363) $ (22,173) $ (47,536) ============= ============= ============= Net Loss Per Share $ (0.04) $ (0.04) $ (0.08) ============= ============= ============= Weighted Average Common Shares Outstanding 600,000 600,000 600,000 ============= ============= =============
The accompanying notes are an integral part of these financial statements. F-5 OCIS CORP. (A Development Stage Company) STATEMENT OF SHAREHOLDERS' EQUITY FROM INCEPTION, FEBRUARY 6, 2002, TO DECEMBER 31, 2003
Deficit Accumulated Additional Common During the Total Common Stock Paid-in Stock Development Shareholders' Shares Amount Capital Subscribed Stage Equity ---------- -------- ---------- ----------- ----------- ------------ Balance, February 6, 2002 (inception) - $ - $ - $ - $ - $ - Shares issued to incorporators for net assets of OCIS Company, at $0.05 per share 200,000 200 9,800 - - 10,000 Shares issued February 6, 2002 at $0.05 per share in exchange for inventory 100,000 100 4,900 - - 5,000 Subscriptions for the purchase of 300,000 shares at $0.05 300,000 300 14,700 (55) - 14,945 Net loss for the period from inception, February 6, 2002, through December 31, 2002 - - - - (22,173) (22,173) ---------- ------- --------- ----------- ---------- ----------- Balance, December 31, 2002 600,000 $ 600 $ 29,400 $ (55) $ (22,173) $ 7,772 ---------- ------- --------- ----------- ---------- ----------- Cash received from 2002 stock subscriptions - - - 55 - 55 Issuance of common shares for cash at $0.25 per share, net of offering costs 417,000 417 101,924 - - 102,341 Net loss for the year ended December 31, 2003 - - - - (25,363) (25,363) ---------- ------- --------- ----------- ---------- ----------- Balance, December 31, 2003 1,017,000 $ 1,017 $131,324 $ - $ (47,536) $ 84,805 ========== ======= ========= =========== ========== ===========
The accompanying notes are an integral part of these financial statements. F-6 OCIS CORP. (A Development Stage Company) STATEMENTS OF CASH FLOWS
For the Period Cumulative For the from Inception, from Inception, Year Ended February 6, 2002 February 6, 2002 December 31, to December 31, to December 31, 2003 2002 2003 ------------------ ----------------- ---------------- Cash Flows from Operating Activities Cash from sale of equipment $ 13,650 $ 12,830 $ 26,480 Cash paid to suppliers and others (11,806) (24,593) (36,399) Cash from interest income - 513 513 Cash paid for interest (1,489) (1,731) (3,220) ------------------ ----------------- ---------------- Cash Provided by (Used in) Operating Activities 355 (12,981) (12,626) Cash Flows from Financing Activities Sale of common stock 104,305 24,945 129,250 Due to officers 10,945 - 10,945 Payment on note payable-Officer (12,040) (10,770) (22,810) ------------------ ----------------- ---------------- Cash Provided by Financing Activities 103,210 14,175 117,385 Net Change in Cash 103,565 1,194 104,759 Cash at the Beginning of the Period 1,194 - - ------------------ ----------------- ---------------- Cash at the End of the Period $ 104,759 $ 1,194 $ 104,759 ================== ================= ================ Reconciliation of Net Loss to Cash Used in Operating Activities Net Loss $ (25,363) $ (22,173) $ (47,536) Adjustments to reconcile net loss to cash used in operating activities: Discount on debt obligation Offering costs charged to Capital in Excess of Par (1,909) - (1,909) Stock issued to acquire inventory - 5,000 5,000 Debt issued to acquire inventory (13,271) 40,626 27,355 Changes in assets and liabilities: (Increase) decrease in inventory 32,933 (39,291) (6,358) Increase in accounts payable and accrued expenses 7,895 2,548 10,443 Increase in accrued interest 70 309 379 ------------------ ----------------- ---------------- Net Cash Provided by (Used in) Operating Activities $ 355 $ (12,981) $ (12,626) ================== ================= ================
The accompanying notes are an integral part of these financial statements. F-7 OCIS CORP. (A Development Stage Company) Notes to Financial Statements Note 1 Organization The OCIS Corp. (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 31st. The Company intends 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 material handling equipment. 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. All of the Company's revenue to date has been from sales to companies located in Utah. Note 2 Summary of Significant Accounting Policies Net Earnings Per Share - The computation of net income (loss) per share of common stock is based on the weighted average number of shares outstanding during the periods presented. Income Taxes Due to losses at December 31, 2003 and since inception, no provisions 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 #109 "Accounting for Income Taxes," due to the uncertainty of their realization. The change in valuation allowance of $8,870 results from offsets against deferred tax assets arising from net operating loss carryforwards, which totaled $47,537 at December 31, 2003 and expire in 2022. A reconciliation of income tax expense (benefit) to the amount computed by applying the federal statutory tax rate to pretax income (loss): Net loss at federal statutory rate of 35% $ (8,877) State taxes (benefit) (1,268) Valuation allowance 10,145 ------------- Net income expense (benefit) $ 0 ============= 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 year ending December 31, 2003 and since inception, February 6, 2002, 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. F-8 OCIS CORP. (A Development Stage Company) Notes to Financial Statements Note 2 Summary of Significant Accounting Policies (continued) 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. Revenue recognition - The Company recognizes revenue at the time the sale of the used equipment takes place and title has transferred to the customer upon shipment or delivery. The Company has recognized $26,170 of sales since inception, February 6, 2002. Note 3 - Common Stock Transactions The Company on February 6, 2002 entered into agreements with its two initial stockholders for the sale of a total of 500,000 shares of common stock for $25,000, or $0.05 per share. Each individual paid $5,000 cash and executed a promissory note for the remaining balance of $7,500 for the purchase of 250,000 shares. The notes carried simple interest at a rate of 6% per annum. The principle and interest were due and payable on December 31, 2002 or on demand of holder. During the year ended December 31, 2002, the Company received a total of $14,945 of the principle amounts due on the promissory notes. The remaining balance of $55 due as of December 31, 2002 was reported as common stock subscribed and was treated as a reduction of equity on the balance sheet. This balance was subsequently received in early 2003. During the year ended December 31, 2003 and the period from inception, February 6, 2002, through December 31, 2002 the Company received $-0- and $512, respectively, for accrued interest due on the above notes. The Company on February 6, 2002, issued 100,000 shares of it common stock at $.05 per share for a total amount of $5,000 as part of its purchase of used materials handling equipment as described in Note 4. 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 has been offset against capital in excess of par value. F-9 OCIS CORP. (A Development Stage Company) Notes to Financial Statements Note 4 Related Party Transactions At inception, the Company entered into a Purchase and Sale Agreement with the President of the Company and P.S. Enterprises, a Utah DBA of the President. Under the agreement, the Company purchased certain used materials handling inventory. Each item purchased was valued at the lower of cost of the inventory item to the President or P. S. Enterprises or the appraised wholesale market value. The original purchase price of the inventory was $45,626. The Company issued 100,000 shares of common stock valued at $0.05 per share totaling $5,000 and executed a promissory note for the remaining amount of $40,626. The note provided for simple interest at a rate of 6% per annum. The total principal and accrued interest is due and payable December 31, 2003 (as extended by mutual agreement of the parties), or at the time of closing of a public offering of securities by the Company. The note is secured by the inventory purchased and the agreement states that all proceeds, net of selling expenses, from the sale of the inventory purchased by the note shall be applied to the payment of the note. During the 3rd quarter of 2003 the remaining principal amount due on the note was discounted $13,271 by mutual agreement of the parties. This amount was treated as a reduction of total cost of goods sold during the year ended December 31, 2003. During the year ended December 31, 2003 and for the period from inception, February 6, 2002, through December 31, 2002 the Company paid $1,489 and $1,731, respectively against the accrued interest owed on the above note payable. At December 31, 2003, and December 31, 2002, the balance of accrued interest payable on the above was $47 and $309 respectively. An officer of the Company is providing a mailing address to the Company without charge. This service has been determined by the Company to have only nominal value. As of December 31, 2003 no compensation has been paid or accrued to any officer or director of the Company since inception because amounts are only of nominal value. The Company has borrowed from its officers and stockholders to pay for operating expenses. 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. 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. Certain officers and stockholders of the Company have advanced funds to the Company to pay operating expenses. The funds are due upon demand, are unsecured and carry simple interest at the rate of 6% per annum. At December 31, 2003, officers and stockholders had advanced a total of $10,945 and the accrued interest owed is $332. F-10 OCIS CORP. (A Development Stage Company) Notes to Financial Statements Note 4 Related Party Transactions - continued An officer advanced an additional $772 for out-of-pocket expenses incurred in connection with the Company's offering of common stock during 2003. The advance was non-interest bearing and is included in accounts payable and accrued expenses of $10,443 at December 31, 2003. Note 5 Contingencies and Commitments The Company currently stores its inventory of used materials handling equipment at a site leased on a month-to-month basis. The monthly rental is $500 which is included in the cost of inventory. Although the leased space has been sufficient for the Company's current level of operations to date, additional space may be required in the future as the Company expands it business operations. There is no assurance that the Company will be able to continue to lease the current site, nor is there any assurance that, should the Company need to abandon the current site or procure a larger site to house expanded operations, that such space will be available to the Company on economically feasible terms. Note 6 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 loss of $11,529 from the sale of used materials handling equipment and an accumulated deficit of $47,536. At December 31, 2003 the Company's only assets are $104,759 cash and an inventory of used equipment held for sale valued at $6,358. The Company has current liabilities totaling $26,312. The Company recently completed the sale of 417,000 shares of its common stock at $0.25 per share to raise capital so that it can 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.