April 24, 2006
Dear Shareholder,
A number of events have occurred during, and since, December 2005,
regarding OCG Technology, Inc. (“OCGT”). The following is
a statement of events that transpired.
As you know, OCGT’s primary business was conducted by
its wholly owned subsidiary, PrimeCare Systems, Inc. (“PrimeCare”).
During December 2005, OCGT transferred all of its assets and liabilities
to PrimeCare. Thereafter, OCGT declared a dividend of all of PrimeCare’s
outstanding shares, all of which were owned by OCGT (the “PrimeCare
Shares”), to OCGT’s shareholders, as at the close of business
on December 29, 2005 (the “Record Date”), who were entitled
to receive the dividend. This dividend distribution was made on December
30, 2005, and since that date, PrimeCare no longer has been a subsidiary
of OCGT. Since that date, PrimeCare has continued to conduct
its same business operations.
As a result of that dividend, each shareholder of OCGT’s
common and preferred shares as of the Record Date, who was entitled
to receive the dividend, will receive a number of PrimeCare Shares equal
in number to the number of OCGT common shares owned at the Record Date,
or common shares into which its preferred shares are convertible.
PrimeCare Shares, however, are not publicly traded. The PrimeCare
Shares are being held by PrimeCare for distribution to shareholders
of record, who were entitled to receive the dividend. The distribution
of the dividend is subject to PrimeCare filing a registration statement
and related prospectus (the “Registration Statement”) on
the appropriate form with the Securities and Exchange Commission (the
“SEC”) and after review and comment by the SEC, the Registration
Statement becomes effective. If you were a shareholder of OCGT as at
the Record Date, and were entitled to receive the dividend, you will
receive your dividend of PrimeCare Shares after the Registration Statement
becomes effective. The review and comment process could take several
months. It is intended that such filing of the Registration Statement will occur
subsequent to any successful raising of additional capital through a
private placement.
On December 19, 2005, OCGT had entered into a Stock Purchase Agreement
pursuant to which OCGT agreed to sell shares of preferred stock to Bobby
Vavithis (“Vavithis”), which preferred stock, upon issue,
would represent 95.5% of the issued and outstanding voting stock of
OCGT. On closing of that sale, Vavithis paid $450,000, of which $275,000.00
was paid to PrimeCare. Since Vavithis was not a shareholder
of OCGT as of the Record Date, he will not receive a dividend of PrimeCare’s
stock. At the closing of the Stock Purchase Agreement on December
31, 2005, all of the prior officers and directors of OCGT resigned and
Vavithis appointed new officers and directors. Therefore, we, the officers
and directors of PrimeCare, have no knowledge of the current operations
of OCGT (now operating under the name of UraniumCore Company, “UCOR”).
It is our understanding, nevertheless, that you have since received
an Information Statement, prepared by Vavithis’s counsel explaining
the change of name, the direction of the new business and the reverse
stock split. As a result of the reverse split you should own fewer shares
of UCOR, but should maintain the same percentage of UCOR as you did
prior to the split.
You now own shares of stock in two companies, PrimeCare and UCOR.
We intend to keep you informed of PrimeCare’s progress.
PrimeCare Systems, Inc. - Investor Relations
Jeffrey P. Nelson, Vice President/Secretary
(914) 576-8457, Ext. 21
investorrelations@pcare.com
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