OVTZ 10-K
Oculus Inc. (OVTZ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
| | ANNUAL REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the fiscal year ended
or
| | 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
OCULUS INC.
(Exact name of registrant as specified in its charter)
| | | |
| (State or Other Jurisdiction of | (I.R.S. Employer Identification No.) | |
| Incorporation of Organization) |
| | |
| (Address of principal executive offices) | (ZIP Code) |
| Registrant’s telephone number, including area code: | ( |
Securities registered pursuant to Section 12(b) of the Act: None
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
Securities registered pursuant to Section 12(g) of the Act:
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
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 shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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 fur such shorter period that the registrant was required to submit such files).
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 |
| ☒ | | | 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter ($0.06 on June 30, 2023) was approximately $
The registrant had
| Item 1 |
5 | |
| Item 1A |
15 | |
| Item 1B |
21 | |
| Item 1C |
21 | |
| Item 2 |
22 | |
| Item 3 |
22 | |
| Item 4 |
22 | |
| Item 5 |
23 | |
| Item 6 |
30 | |
| Item 7 |
Management’s Discussion and Analysis of Financial Condition and Results of Operation |
31 |
| Item 7A |
33 | |
| Item 8 |
33 | |
| Item 9A |
52 | |
| Item 9B |
52 | |
| Item 9C |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
52 |
| Item 10 |
53 | |
| Item 11 |
57 | |
| Item 12 |
Security Ownership of Certain Beneficial Owners and Management |
59 |
| Item 13 |
60 | |
| Item 14 |
60 | |
| Item 15 |
Exhibits, Financial Statement Schedules, and Reports on Form 8-K |
61 |
| Item 16 |
62 | |
GENERAL
References herein to "we," "us," and "the Company" are to Oculus Inc. (formerly Oculus VisionTech Inc.) and our subsidiary.
Cautionary Statement regarding Forward-Looking Statements
This annual report on Form 10-K contains "forward-looking statements" within the meaning of the Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements made in this annual report, other than statements of historical fact, including statements addressing operating and financial performance, our products and services, including our digital watermarking technology and Cloud-based document protection system, our data privacy and data protection services and solutions, our technology, our cash needs, including our ability to fund our future capital expenditures and working capital requirements, and our expectations regarding competition and growth in our sector, are forward looking statements. Because they refer to future events or conditions, forward-looking statements may include words such as "anticipate," "believe," "estimate," "intend," "could," "should," "would," "may," "seek," "plan," "might," "will," "expect," "predict," "project," "forecast," "potential," "continue," "up to," and similar terms and phrases. Though we believe that the expectations reflected in these statements are reasonable, they involve certain assumptions, risks and uncertainties. For a discussion of the risks, uncertainties and assumptions that could affect our future events, developments or results, you should carefully review the risk factors described in "Item 1A. Risk Factors" below in this annual report, as well as "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" below in this annual report. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this annual report. Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.
Exchange Rate for Canadian Dollar
The accounts for Oculus are maintained in Canadian dollars which is the Company's functional currency. All dollar amounts contained herein are expressed in U.S. dollars, except as otherwise indicated. As at March 20, 2026, the exchange rate for Canadian dollars/United States dollars based on the Bank of Canada closing rate was $1.00 (CAD) = $0.7296 (U.S.).
Set forth below are the exchange rates based on the Bank of Canada noon rates for the Canadian dollar equivalent expressed in United States currency during 2025 and 2024.
| Years ended December 31, |
||||||||
| 2025 |
2024 |
|||||||
| At End of Year |
0.7296 | 0.6950 | ||||||
| Average |
0.7157 | 0.7302 | ||||||
| High |
0.7376 | 0.7510 | ||||||
| Low |
0.6848 | 0.6937 | ||||||
| Description of Business |
Overview
Oculus Inc. (OVTZ) is a Canadian-based development-stage technology company focused on cyber security, data privacy and data protection solutions for Enterprise business customers. Headquartered in Vancouver, British Columbia, Canada, the company was originally founded by image processing experts and is operated by experienced leadership. Our mission is to provide intelligent software tools for continual enablement of data privacy and data protection for individuals, organizations and their customers worldwide, through a vision of mutually trusted data governance compliance. Currently, OVTZ is expanding and investing in a suite of new data protection and data privacy security products that will revolutionize CCPA, GDPR, LGPD and other data privacy legislation compliance for both data subjects and data controllers worldwide. Based on the initial data protection and data privacy product development and release, new cyber security product development can commence.
Our Forget-Me-Yes® data privacy product is a Software-as-a-Service (SaaS) platform developed to specifically address the global ‘Right-to-be-Forgotten’ (RtbF) and Right-of-Erase (RoE) data subject deletion request legal compliance components of Brazil’s LGPD, Europe’s GDPR, California’s Consumer Privacy Act (CCPA), China’s Personal Information Protection Law (PIPL), Colorado’s Consumer Protection Act (CPA), Virginia’s Consumer Data Protection Act (CDPA) and Washington’s Privacy Act (WPA) regulations. Additional new data protection software tools are being developed to address public cloud data governance compliance globally. Our Cloud Document Protection System (Cloud-DPS) technology leverages our digital watermarking technology enabling OVTZ to offer a SaaS-based document management platform for tamper-proof document authentication and protection. Historically, we have used our digital watermarking technology for streaming video content distribution based on embedded digital watermarking, as well as video-on-demand (VOD) systems, services and source-to-destination digital media delivery solutions that allow live or recorded digitized and compressed video to be transmitted through Internet, intranet, satellite or wireless connectivity.
We were incorporated on April 18, 1986, as "First Commercial Financial Group Inc." in the Province of Alberta, Canada. In 1989, our name was changed to "Micron Metals Canada Corp.", which purchased 100% of the outstanding shares of USA Video Inc., a Texas corporation, in order to focus on the digital media business. In 1995, we changed our name to "USA Video Interactive Corp." and continued out of the Province of Alberta into the State of Wyoming. At a shareholders meeting held on December 30, 2011, a resolution was passed to change our name to "Oculus VisionTech Inc." and to alter our share capital by way of a reverse stock split (share consolidation) on the basis of fifteen old common shares for one new common share. On January 25, 2012, we changed our name to "Oculus VisionTech Inc." In June 2020, OVTZ acquired OCL Technologies Corp. (“OCL”), a Delaware corporation data privacy software development startup based in San Diego, California. As a 100% wholly-owned subsidiary of OVTZ and to better align with customer and market focus, OCL has completed a corporate name change to ComplyTrust® Inc. (“CTI”) on January 21, 2021. Any and all OCL references throughout this document are synonymous with the new name change, CTI. On January 16, 2025, we changed our name to "Oculus Inc."
Our executive and corporate headquarter offices are located at Suite 507, 837 West Hastings Street, Vancouver, British Columbia, Canada, V6C 3N6. Our telephone number is 1-800-684-0183 and our facsimile number is 604-685-5777. Our email address is [email protected] and our website is www.ovtz.com. Our common shares are listed for trading on the TSX Venture Exchange (TSX.V – OVT, OTCQB – OVTZ, FSE – USF1).
Business Environment and Market Opportunity
In this age of digital transformation, data monetization, IoT, and massive data migration to converged hyperscale, geo-disbursed Cloud infrastructure and workloads, data protection and data privacy have taken center stage. GDPR, LGPD, CCPA, and many other new international (China, India) and upcoming US data privacy regulations enable individuals and organizations the right to access and request deletion of all personal information for a given data subject. In our ever increasing Everything-as-a-Service world, OVTZ recognizes the need for global cloud-native data privacy and data protection solutions that are multi-cloud platform-ready and can augment both existing legacy and newer agile-driven architectures. Coupled with the escalating data security threat landscape and frequency of global data cyberattacks and data breaches, OVTZ understands that cyber security has taken center-stage for not only Cloud, On-premise and hybrid infrastructure data privacy requirements, but across all organizational digital application and market segments globally. OVTZ is building modular microservices-based software solutions and services for both hybrid on-premise and multi-cloud data management that incorporate automated malware, privacy and ransomware scanning, reporting, visualization and cyber threat management.
Our Forget-Me-Yes® (FMY) Software-as-a-Service (SaaS) data privacy solution is a highly-secure, Zero-Knowledge platform providing a single-source capability of continuous ‘right-to-be-forgotten’ (RtbF) and ‘right-of-erase’ (RoE) privacy compliance by incorporating automated policy-driven re-query services that guarantees a Data Subject’s requested RtbF/RoE data remains ‘forgotten’ over the life of their FMY subscription. FMY incorporates hybrid polymorphic encryption technology that ensures all User Interface, data-in-transit and data-at-rest remain secure and can only be accessed by the subscriber. With a cloud-native architecture, the FMY functionality can be utilized as either a complete turnkey SaaS subscription platform, or individually licensed for seamless integration with existing 3rd. party applications and data privacy platforms.
Our ComplyTrust® Software-as-a-Service Suite (CTSS) is a set of software tools specifically designed to address cloud-native data management and regulatory compliant data governance. CTSS will help to remove enterprise organizational barriers and blockers to further enable successful cloud migration and deployment that benefit the cloud infrastructure providers, enterprise organizations, and users collectively. CTSS helps to automate and visualize cloud compliance reporting across accounts, regions and services based on a variety of user-definable and data driven metrics.
OVTZ had recognized that cloud-based, digital document security/protection products were a potentially viable business opportunity for the Company that allowed us to apply our proprietary real-time digital video watermarking technology, originally developed for studios and networks in the entertainment industry, to the digital document security/protection market. Cloud-DPS secures and protects digital documents (including text documents, photos, blueprints, etc.) from any modification, and/or attempted forgery by imperceptibly watermarking documents, using real-time image processing and watermarking algorithms, embedded into a secured/protected copy of a document. This authentication and verification process ensures the integrity of the original digital document.
Strategic Plan
With technology changing at a rapid pace and the growing acceptance of artificial intelligence ("AI") in today's society, software products and the technologies that support them can become less competitive or obsolete over shorter time periods. In the cyber security, data privacy and data protection markets, rapid innovation, evolving threat vectors, and changing regulatory expectations may accelerate shifts in customer requirements for automation, interoperability, and cloud-native deployment. Accordingly, we must continually adapt our products, technical architecture, and go-to-market execution in order to compete effectively.
OVTZ is assessing its products and underlying technology, including our cloud-native Software-as-a-Service ("SaaS") offerings and our legacy Cloud Document Protection System ("Cloud-DPS"). This assessment is intended to inform our investment and product roadmap priorities, including whether and when certain components should be enhanced, re-architected, integrated into newer cloud-native toolsets, licensed to third parties, or deprioritized based on expected customer demand, competitive differentiation, and the resources required to maintain and modernize the technology.
In addition to evaluating our products and technology, we must establish and validate market needs for our solutions. This includes assessing target customer use cases, integration requirements with enterprise applications and cloud platforms, and evolving privacy and data protection compliance requirements across jurisdictions. There can be no assurance that our assessment of market demand, product positioning, or required features and integrations will be accurate, or that we will be able to execute necessary enhancements on a timely and cost-effective basis, any of which could adversely affect customer adoption and our ability to compete.
Our strategic plan is to first introduce the cloud-native Forget-Me-Yes® (FMY) data privacy SaaS platform under the AWS Web Services Cloud infrastructure on a monthly subscription basis for structured data. Initial release will include subscriber connections specific to Salesforce organizations with other connectors to be added over time, including but not limited to AWS RDS, Hubspot, Adobe Marketo, Shopify, and more. Additional connectors for Database-as-a-Service (DBaaS) providers for MySQL, NoSQL and SQL databases, for both structured and unstructured data, are also planned. Going forward, we plan to license FMY API microservices for integration with 3rd. party application partners, software providers and potential OEM’s. FMY’s cloud native enables it to be integrated and run under any on-premises, hybrid or alternative cloud infrastructure. Additional plans include incorporation of AI technology for automated alert management and reporting for our FMY® Reinfection Prevention Technology (RPT).
The ComplyTrust® SaaS Suite (CTSS) strategic plan for the data protection market is to first introduce Amazon Web Services (AWS) tools to help AWS customers better manage organizational data protection and compliance in an automated and cloud-native fashion. As customer attainment increases, additional planned CTSS features will be rolled out to perform additional applicable data governance and management functionality. Additional CTSS plans include integration with 3rd party software providers to provide an automated single-pane-of-glass solution for enterprise organizations worldwide.
The Cloud-DPS plans to re-evaluate the potential addressable market and underlying architecture in an effort to define potential next steps in the Cloud-DPS evolution, has revealed, that coupled with both the limited past market adoption and technical refresh requirements, incorporation as an additional component into the CTSS cloud-native toolset will require a significant development investment.
Proprietary Technologies
Our Forget-Me-Yes® patent-pending process locates, organizes and manages Data Subject RtbF and RoE personal information for FMY subscribers in a secure, efficient and persistent way. Automated and schedule compliance enables organizations to avoid regulatory distraction to focus on core business competencies. Our FMY zero-knowledge 3rd. party audit features provide arguable good faith and best practices to avoid litigation, fines, penalties and potential brand damage associated with bad publicity surrounding a data privacy compliance infraction.
Our DPS technology ‘personalizes’ protected documents, based on their content, thereby creating a format invariant watermarking system. A document converted into a PDF document is encrypted before delivery, such that it cannot be opened without providing proper credentials. The result is that a document watermarking system can be offered as a cloud-based software service that can:
| ● |
Protect - Accept any incoming document through a web portal, watermark it and return the watermarked document as a PDF document. |
| ● |
Authenticate - The "document authenticator" is also a cloud-based software service that can accept the watermarked document and validate the authenticity of the documents. |
Our DPS technology combines the access control security for electronic documents, forensic grade anti-tampering technology based on the document's content "understanding", and optional data storage into a single, unique solution. Because of its cloud-based scalable architecture, the DPS has potential to expand and grow into a complete document management, security and storage eco-system within the CTSS product suite along with FMY-specific unstructured data privacy scanning capabilities. However, DPS will require a re-architectural investment for potential integration into our new cloud native solutions.
Products and Services
Our principal products are our new Forget-Me-Yes® (FMY) data privacy SaaS solution and CTSS data protection tools, along with our legacy Cloud-DPS solution.
Forget-Me-Yes® (FMY)
The Forget-Me-Yes® (FMY) Software-as-a-Service Platform specifically manages both Organizational and Individual Right-to-be-Forgotten (RtbF) and Right-of-Erase (RoE) compliance of data subject deletion requests of structured data for Brazil’s LGPD, Europe’s GDPR, California’s Consumer Privacy Act (CCPA), China’s Personal Information Protection Law (PIPL), Colorado’s Consumer Protection Act (CPA), Virginia’s Consumer Data Protection Act (CDPA) and Washington’s Privacy Act (WPA) regulations. At the end of 2024, the United States now have 12-states with enacted data privacy regulations.
| ● |
Features include easy integration, in-time and automated continuous compliance all from a secure subscription-based cloud-native application. |
| ● |
Locates, organizes and manages Data Subject personal information for FMY subscribers in a secure, efficient, and persistent way. |
| ● |
Automated/scheduled compliance enables organizations to avoid regulatory distraction to focus on core business competencies. |
| ● |
Secure, zero-knowledge 3rd. Party audit features ensuring regulatory compliance. |
| ● |
Provides arguable good faith and best practices for companies to avoid litigation, penalties and brand damage associated with bad publicity. |
FMY enables secure discovery and delete requests against multiple data sources, ensuring the data subject is never inadvertently “remembered FMY securely stores a single record of each data subject query request data to meet GDPR, LGPD and CCPA regulatory compliance. The open API-first design structure of FMY enables quick and seamless integration of future new US and global privacy law compliance regulations, along with the ability to be licensed for 3rd party application and platform integration.
ComplyTrust® SaaS Suite (CTSS)
The CTSS initial product offering was designed to help AWS Cloud Backup customers with cloud-native compliance and operational efficiency while facilitating significant new cloud services opportunities for the public cloud sales teams directly. Additional planned CTSS optional tools include both cyber security and data privacy tools for a variety of cloud services providers that will include AWS, Azure, Google and other platforms.
Cloud-DPS
Our Cloud-based DPS web service system architecture enhances already existing storage and collaboration solutions such as Box, DropBox and Google Drive, and more, by adding document tamper-proof protection and workflows such as document sign-offs, authentication, secure distribution and collaboration. The Cloud-DPS technology can be deployed and scaled in wide range of vertical markets such as Corporate agreements/contract management, IP protection, Real Estate contract management, HealthCare and Law Enforcement secure document management and a wide variety of Aerospace, Automotive and Engineering industrial applications.
Market Overview
The global market for data privacy software and enterprise data protection solutions continues to expand rapidly due to increasing regulatory requirements, growth in digital data volumes, and rising cybersecurity threats. Industry analysts estimate that the global data privacy software market could reach approximately $45.13 billion by 2032, representing a compound annual growth rate (CAGR) of approximately 35.5% from 2025 through 2032.
Organizations increasingly collect, process, and store sensitive personal and corporate data across distributed computing environments including cloud infrastructure, enterprise systems, mobile devices, and third‑party service providers. As digital transformation initiatives accelerate, businesses must address growing complexity in managing data privacy compliance and protecting digital assets across multiple regulatory jurisdictions.
Global regulatory frameworks such as the European Union’s General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and similar data privacy regulations in Canada, Asia-Pacific, and other jurisdictions impose significant compliance obligations on organizations that collect or process personal data. These regulations provide individuals with enhanced privacy rights and impose substantial financial penalties and reputational risk for non-compliance.
As organizations migrate workloads to cloud-based infrastructure and adopt artificial intelligence and data analytics technologies, demand for automated privacy management, data governance, and enterprise data protection tools continues to increase.
Key Products and Technologies
Forget-Me-Yes® (FMY)
Forget-Me-Yes® (FMY) is a cloud-native Software-as-a-Service (SaaS) platform designed to assist organizations in managing compliance with global data privacy regulations, including Right‑to‑be‑Forgotten (RtbF) and Right‑of‑Erasure (RoE) requirements. These rights allow individuals to request deletion of personal data held by organizations.
FMY is designed to help automate the identification, tracking, and removal of personal data across enterprise systems while maintaining audit documentation required for regulatory compliance. The platform incorporates artificial intelligence technologies to assist with workflow automation and monitoring of data deletion requests.
ComplyTrust® SaaS Suite (CTSS)
The ComplyTrust® SaaS Suite (CTSS) provides tools for enterprise data governance, privacy management, and regulatory compliance monitoring. CTSS is designed to integrate with enterprise cloud infrastructure and enterprise applications to support data discovery, regulatory monitoring, and compliance reporting.
Cloud Document Protection System (Cloud‑DPS)
Cloud‑DPS is a document authentication and protection technology utilizing digital watermarking techniques to embed security identifiers within documents and digital media. While previously offered under a subscription licensing model, the technology currently operates as a stand‑alone platform following an engineering review that determined significant redevelopment would be required to fully transition the system to a cloud‑native architecture.
Strategic Initiatives
Artificial Intelligence Integration
The Company is evaluating and integrating artificial intelligence technologies within its software platforms to support automated compliance monitoring, alert management, and workflow automation. AI capabilities may assist organizations in identifying data subject requests, tracking compliance actions, and reducing manual operational processes.
Cloud-Native Architecture
The Company continues to focus on cloud-native architecture utilizing scalable infrastructure platforms such as Amazon Web Services (AWS). Cloud-native architecture allows enterprise customers to deploy compliance tools across distributed environments and may support improved scalability and integration.
Strategic Partnerships
The Company is exploring strategic relationships with enterprise software vendors, cloud platform providers, and potential OEM partners to expand distribution channels and integrate its technologies into broader enterprise ecosystems.
Market Expansion
Target markets include organizations utilizing enterprise cloud environments, CRM platforms such as Salesforce, DevOps service providers, and Database‑as‑a‑Service (DBaaS) environments where privacy compliance automation may be required.
Competitive Landscape
The markets for data privacy management, data governance, and enterprise cybersecurity are highly competitive and include a range of established technology vendors and emerging software providers.
Competitors may include large enterprise software vendors as well as specialized privacy technology providers. Notable participants in the data privacy and governance market include OneTrust, BigID, TrustArc, Microsoft, IBM, and other providers offering enterprise privacy management or governance platforms.
Many of these competitors possess greater financial resources, broader brand recognition, and larger development teams than the Company. Competition may occur based on product functionality, ease of integration with enterprise environments, regulatory compliance capabilities, pricing, and customer support.
The Company seeks to differentiate its offerings through cloud-native design, privacy workflow automation, and the integration of emerging technologies such as artificial intelligence and blockchain-based verification capabilities.
Artificial Intelligence Governance and Risk
The Company is evaluating the use of artificial intelligence technologies within certain software platforms. While AI may provide benefits such as automation, enhanced monitoring, and operational efficiency, the use of AI technologies may also introduce operational, regulatory, and reputational risks.
AI models may produce inaccurate or unintended outputs, may require significant computational resources, and may be subject to evolving regulatory frameworks governing the use of automated decision systems. Additionally, AI technologies require access to data for training and operational purposes, which may introduce additional privacy and security considerations.
The Company monitors regulatory developments relating to artificial intelligence and data governance and may implement internal controls and governance frameworks designed to manage risks associated with AI deployment.
Market Opportunities
Several rapidly expanding technology markets may provide potential opportunities for the Company's products and services.
Industry analysts estimate that the global Enterprise Governance, Risk, and Compliance (eGRC) market could exceed $134 billion by 2030. The GDPR services market continues to grow as organizations deploy tools to manage regulatory compliance, audit reporting, and privacy request management.
Additionally, global public cloud spending continues to increase. Analysts forecast that public cloud services spending could reach approximately $723.4 billion in 2025. As more enterprise data is stored in cloud environments, demand for cloud-native privacy and compliance management solutions may continue to expand.
Customers and Markets
Oculus Inc. provides cybersecurity, data privacy, and data protection technologies for enterprise organizations.
The Company seeks to capture opportunities within the expanding data privacy software market, which some analysts estimate could reach approximately $66.71 billion by 2032. Increasing enforcement of data privacy regulations has resulted in significant financial penalties for organizations that fail to comply with privacy laws.
The Company's solutions are designed to assist organizations in managing regulatory compliance and protecting sensitive information. As of March 2025, the Company is pursuing commercialization of its cloud-native CTSS and FMY platforms while evaluating potential strategic options for its legacy Cloud‑DPS technology.
Cloud-DPS
Cloud-DPS Platform Status
Following an internal engineering and strategic review, the Company determined that the existing Cloud-DPS platform currently operates as a stand-alone technology and would require additional development resources to be fully integrated into the Company’s broader cloud-native product platforms.
While the technology continues to demonstrate potential applicability across multiple industries and digital content environments, modernization of the underlying code base and architecture would be required to enable full cloud-native deployment, large-scale enterprise integration, and interoperability with the Company’s other compliance and data governance platforms.
Accordingly, the Company continues to evaluate strategic alternatives for the Cloud-DPS technology platform, which may include additional internal development, strategic partnerships, licensing opportunities, or targeted commercialization within specific industry verticals. The Company cannot assure that any such initiatives will be successfully implemented or generate meaningful commercial revenues.
Intellectual Property
The Company’s Cloud-DPS technology incorporates proprietary digital watermarking and content identification techniques designed to embed imperceptible identifiers within digital files and media assets. These identifiers may allow organizations to authenticate documents, verify ownership, trace distribution paths, and detect unauthorized modification or duplication.
The Company relies on a combination of proprietary algorithms, trade secrets, software development expertise, and confidentiality agreements to protect its intellectual property. Certain aspects of the Cloud-DPS platform may involve internally developed encoding and decoding methods, signal processing techniques, and pattern recognition algorithms that enable watermark insertion and detection across multiple file formats and digital media environments.
The Company may seek to protect elements of its technology through patent filings, copyright protections, trademark registrations, and contractual protections where appropriate. However, the Company cannot assure that such protections will prevent competitors from developing similar technologies or otherwise circumventing the Company’s intellectual property rights.
Technology Architecture
The Cloud-DPS platform utilizes digital watermarking technologies designed to embed unique identifiers within digital documents, images, and other media without materially altering the appearance or usability of the underlying content. These identifiers may be embedded at the pixel, signal, or metadata level depending on the type of media and intended use case.
The system architecture may include watermark encoding modules, verification and detection engines, and secure databases that maintain identification records associated with embedded watermarks. Detection tools may analyze digital content to extract or validate watermark identifiers, enabling organizations to verify authenticity, identify distribution sources, and detect unauthorized copies.
The technology may be implemented through application programming interfaces (APIs), software libraries, or platform integrations that allow the watermarking capabilities to be incorporated into enterprise workflows, document management systems, content distribution platforms, or other digital asset management environments.
Future development efforts may include integration with cloud-based infrastructure and enterprise software platforms, allowing watermark generation, verification, and monitoring processes to be performed within scalable cloud-native environments.
Monetization Strategy
The Company continues to evaluate potential commercialization strategies for the Cloud-DPS technology platform. Potential revenue models may include enterprise licensing, software subscription services, software development kit (SDK) licensing, and strategic partnership arrangements.
Enterprise customers may utilize Cloud-DPS technologies to authenticate sensitive documents, track digital asset distribution, and protect intellectual property. Licensing arrangements could include per-user licenses, per-document processing fees, or subscription-based pricing models depending on the deployment environment.
The Company may also explore opportunities to license core watermarking technology components through software development kits (SDKs) that allow third-party developers, enterprise software vendors, or media platforms to integrate watermarking capabilities into their own products and services.
Additional potential commercialization strategies may include forming strategic partnerships with content distribution platforms, digital media companies, and enterprise software providers to embed watermarking technologies within broader digital rights management, document security, or content authentication solutions.
The Company cannot assure that any of these potential commercialization strategies will be successfully implemented or generate significant revenues.
CyberSecurity
Overview
Cybersecurity refers to the technologies, processes, and practices designed to protect information systems, networks, devices, and data from unauthorized access, disruption, modification, or destruction. As organizations increasingly rely on digital infrastructure, cloud computing platforms, and distributed data environments, cybersecurity has become a critical component of enterprise risk management.
Cyber threats continue to evolve in sophistication and frequency, including ransomware attacks, data exfiltration, supply chain attacks, and exploitation of software vulnerabilities. These threats may originate from criminal organizations, nation-state actors, or other malicious parties. As a result, organizations across industries are increasing investments in cybersecurity technologies and operational controls designed to safeguard digital assets and maintain operational resilience.
The Company believes cybersecurity capabilities may represent an important component of future development within its ComplyTrust® SaaS Suite (CTSS) and Forget-Me-Yes® (FMY) platforms.
Cybersecurity Technology Domains
Cybersecurity programs generally incorporate multiple security disciplines designed to protect different layers of enterprise technology infrastructure. These disciplines may include application security, cloud security, endpoint security, IoT security, mobile security, network security, and Zero Trust architectures. Each of these areas addresses specific vulnerabilities across modern enterprise environments and may involve the use of monitoring systems, identity management controls, encryption technologies, and automated threat detection tools.
Role of Artificial Intelligence in Cybersecurity
Artificial intelligence technologies are increasingly integrated into cybersecurity platforms to improve threat detection, automate incident response, and identify emerging attack patterns. AI-driven security systems may analyze large volumes of security data, detect anomalies, and provide predictive insights that enable organizations to respond to threats more quickly than traditional rule-based security tools.
However, AI technologies may also introduce new operational risks, including model inaccuracies, adversarial attacks targeting AI systems, and increased regulatory scrutiny surrounding the use of automated decision-making systems.
Potential Integration with Company Platforms
The Company believes there may be opportunities to integrate cybersecurity-related technologies within its CTSS and FMY software frameworks in the future. Such capabilities may include automated compliance monitoring, secure data governance, identity and access management, AI-assisted threat detection, and secure data deletion verification.
The development of such capabilities would require additional engineering resources and investment. The Company has indicated that pursuing expanded cybersecurity capabilities may require additional funding to support research, development, and platform integration efforts.
Development Strategy
The Company is currently exploring a proof-of-concept DevSecOps framework designed to support secure software development and deployment practices. This approach may incorporate containerized microservices architectures, infrastructure-as-code deployment tools, automated security testing within CI/CD pipelines, and cloud-native monitoring services.
The Company is also evaluating disaster recovery strategies and multi-region deployment approaches designed to enhance system resilience and business continuity.
Cybersecurity Governance
The Company recognizes cybersecurity as an important component of its overall risk management framework. Oversight of cybersecurity risk management is performed by senior management and may include periodic reporting to the Board of Directors regarding cybersecurity strategy, risk posture, and significant cybersecurity incidents if they occur.
Management is responsible for implementing cybersecurity policies, procedures, and controls designed to safeguard the Company’s information systems and data assets. These responsibilities may include evaluating cybersecurity risks, implementing technical safeguards, and coordinating incident response processes.
The Company may also engage third‑party service providers, consultants, or security specialists to assist in assessing cybersecurity risks, implementing security controls, or responding to potential security incidents.
Cybersecurity Risk Management Process
The Company maintains processes designed to identify, assess, and manage cybersecurity risks that could affect its operations, technology infrastructure, or data assets. These processes may include vulnerability monitoring, security testing, system access controls, and continuous monitoring of cloud and application environments.
Cybersecurity risks are evaluated alongside other operational and technology risks as part of the Company’s broader enterprise risk management activities. The Company may periodically review and update its cybersecurity practices based on evolving industry standards, emerging threats, and regulatory expectations.
In the event of a cybersecurity incident, the Company may implement incident response procedures designed to investigate the incident, contain potential impacts, and restore system operations. The Company may also evaluate potential disclosure obligations or reporting requirements in accordance with applicable regulatory requirements.
Competition
The markets in which Oculus Inc. operates, including data privacy management, data governance, digital document protection, and cybersecurity technologies, are highly competitive and rapidly evolving. The Company competes with a variety of technology providers, including large enterprise software vendors, specialized cybersecurity firms, and emerging privacy technology providers.
Many of the Company’s competitors have longer operating histories, greater brand recognition, significantly greater financial, technical, and marketing resources, and larger customer bases. As a result, competitors may be able to respond more quickly to evolving technologies and customer requirements or may devote greater resources to product development, marketing, and sales efforts.
Competition within these markets generally occurs based on several factors, including product functionality and performance, ease of integration with enterprise systems and cloud environments, regulatory compliance capabilities, security and data protection features, pricing models and total cost of ownership, scalability of cloud-native architectures, and customer support and professional services.
The Company believes its competitive positioning may be influenced by its focus on cloud‑native architectures, artificial intelligence-assisted data processing, and automated privacy compliance technologies. However, the Company cannot assure that its technologies will achieve widespread market acceptance or that competitors will not develop similar or superior solutions.
The Company does not believe its business is materially affected by seasonal factors.
Competitive Landscape by Product Platform
Forget-Me-Yes® (FMY)
The Forget-Me-Yes® (FMY) platform operates within the global data privacy management and regulatory compliance software market. Competitors in this market include privacy management platforms such as OneTrust, TrustArc, BigID, ControlCase, and Privitar. These organizations provide technologies designed to help enterprises comply with data protection regulations and implement governance frameworks aligned with standards such as ISO and NIST.
ComplyTrust® SaaS Suite (CTSS)
The ComplyTrust® SaaS Suite operates within the enterprise data governance and compliance monitoring markets. Companies offering competing technologies include OpenText (including technologies derived from Daegis), Repario (formerly Breakwater Solutions / StoredIQ technologies), TIBCO, and Varonis. These organizations provide enterprise information governance platforms that enable companies to manage regulatory compliance, data classification, and enterprise data security.
Cloud‑DPS
The Cloud‑DPS platform operates within several technology markets including digital document management, digital signatures, and digital watermarking technologies. Competitors in digital document authentication and signature technologies include Adobe Document Cloud, DocuSign, Dropbox Sign (formerly HelloSign), MSB Docs, OneSpan, and SignNow.
In the digital watermarking and content protection space, companies offering related technologies include Digify, Digimarc, Ipsos, Sivisoft, and Vimeo in certain digital media distribution contexts.
Cybersecurity
If the Company expands its cybersecurity capabilities, it may face competition from established cybersecurity vendors including Palo Alto Networks, CrowdStrike, Check Point Software Technologies, Okta, CyberArk, Qualys, and Varonis. Many of these companies have substantial financial resources, established global customer bases, and extensive research and development operations.
Research and Development
The Company believes that continued investment in research and development is important to maintaining the competitiveness of its technology platforms and supporting the development of new products and capabilities. The Company’s research and development efforts are primarily focused on advancing the capabilities of its core technology platforms, including Cloud‑DPS, ComplyTrust® SaaS Suite (CTSS), and Forget‑Me‑Yes® (FMY).
Cloud‑DPS Technology
Research and development activities relating to the Cloud‑DPS platform include work on wavelet-based digital watermarking technologies designed to support adaptive content protection and authentication of digital media. Additional areas of development may include mobile application content protection, healthcare imaging protection technologies, and blockchain-based product tagging for supply chain traceability.
Forget‑Me‑Yes® (FMY)
Development of the FMY platform includes efforts to enhance cloud‑native data processing and privacy compliance capabilities. Development initiatives may include cloud‑native data extraction engines supporting ETL and ELT processing, zero‑knowledge encryption services, artificial intelligence-driven bulk data processing engines, and automated alerting and logging systems designed for distributed cloud environments.
CTSS – ComplyScan®
Development of the ComplyTrust® SaaS Suite includes ComplyScan® technologies designed to support regulatory compliance monitoring and backup validation services. Development initiatives include automated backup compliance reporting, backup snapshot validation technologies, snapshot metadata indexing, and multi‑cloud disaster recovery monitoring services.
The global digital watermark technology market is projected to reach approximately $233 million by 2033, representing a compound annual growth rate of approximately 9.2% between 2025 and 2033 (Archive Market Research,2025).
Research and development expenditures for fiscal year 2025 were approximately $1,008. The Company may increase research and development investments as it continues to develop and enhance its technology platforms.
Acquisition of ComplyTrust Inc. (formerly OCL Technologies Corp.)
Acquisition Overview
On June 5, 2020, Oculus Inc. completed the acquisition of 100% of the outstanding shares of ComplyTrust Inc. (“CTI”), formerly OCL Technologies Corp., a Delaware corporation headquartered in San Diego, California.
ComplyTrust Inc. focuses on developing enterprise software technologies designed to assist organizations in complying with global data privacy regulations and managing data subject rights. These technologies are intended to support organizations in addressing regulatory requirements relating to the collection, processing, and protection of personal data.
Global regulatory frameworks governing personal data protection have expanded significantly in recent years. Regulations such as the European Union’s General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA) have imposed substantial compliance obligations on organizations that collect or process personal data. Similar privacy regulations have also been introduced in various jurisdictions across North America, South America, Europe, and Asia.
The Company believes that the acquisition of ComplyTrust Inc. strengthened its strategic position in the data privacy and compliance technology markets and provides a platform for the development of cloud-based privacy management and compliance monitoring solutions.
Acquisition Consideration
Consideration for the acquisition consisted of 12,500,000 common shares of the Company and 12,500,000 share purchase warrants exercisable until June 5, 2025.
The share purchase warrants were subject to performance-based vesting criteria tied to specified corporate and financial milestones. These vesting conditions included the achievement of certain revenue targets, the listing of the Company’s securities on a national securities exchange in the United States, or the occurrence of a defined change of control event.
For purposes of the acquisition agreement, revenue-based vesting was tied to the achievement of defined gross revenue targets for the acquired business during the period between June 4, 2020 and June 4, 2025.
A change of control event included circumstances such as the acquisition of more than 50% of the Company’s voting securities by a third party, a change in the majority composition of the Company’s board of directors, or the sale of significant Company assets outside the ordinary course of business.
As of June 5, 2025, none of the performance conditions associated with the share purchase warrants had been satisfied and the warrants expired unexercised.
Intellectual Property
The Company’s success depends in part upon the development and protection of proprietary technologies used in its software platforms. The Company relies on a combination of patents, trademarks, trade secrets, confidentiality agreements, and other intellectual property protections to safeguard its technology and brand assets.
Historically, the Company filed United States Patent Application No. 09/884,787 titled “Method and Apparatus for Digitally Fingerprinting Videos” relating to the MediaSentinel™ technology platform. This patent was filed with the United States Patent and Trademark Office on June 19, 2001 and expired in February 2010.
The Company has not currently pursued patent protection for the Cloud-DPS digital watermarking platform pending additional technical development and evaluation of the platform architecture to determine appropriate modernization requirements for cloud-native deployment environments.
The Company may pursue patent protection in the future for certain aspects of its technologies where appropriate.
Trademarks
The Company has obtained trademark protection for several of its core product brands.
In October 2020, trademark applications were filed for Forget-Me-Yes® and ComplyTrust®. These trademarks were accepted and granted in November 2021.
A trademark application for ComplyScan® was subsequently accepted and granted in June 2022.
The Company believes these trademarks support the branding and commercial positioning of its technology platforms.
Laws and Regulations
The Company’s operations may be subject to various international, federal, state, provincial, and local laws and regulations relating to data protection, intellectual property, cybersecurity, export controls, and privacy protection.
Compliance with these regulations requires ongoing monitoring and implementation of policies and technical controls designed to protect sensitive information and ensure lawful processing of personal data.
Failure to comply with applicable laws or regulations could expose the Company to potential claims, regulatory actions, financial penalties, or reputational harm. Such outcomes could have a material adverse effect on the Company’s financial condition, results of operations, or business prospects.
Employees and Human Capital Resources
The Company currently relies primarily on independent contractors and external service providers to perform technical, development, and operational functions.
Compensation for such services is generally structured on a contract basis.
The Company’s future success will depend in part on its ability to attract, retain, and motivate qualified personnel, including software engineers, data security specialists, and management personnel. Competition for skilled technical personnel in the technology industry is intense.
The loss of key management personnel or technical contractors could have a material adverse effect on the Company’s operations. The Company does not currently maintain key-person life insurance on members of management.
Corporate Website and Public Filings
The Company maintains a corporate website at https://ovtz.com/. Information contained on the Company’s website is not incorporated by reference into this Annual Report.
The Company makes available free of charge through its website copies of its filings with the U.S. Securities and Exchange Commission (SEC), including reports filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after such materials are electronically filed with the SEC.
SEC filings may also be accessed through the SEC’s website at https://www.sec.gov.
Certain filings are also available through the SEDAR+ system in accordance with Canadian securities regulations.
| Risk Factors. |
Our business and operations are subject to a number of risks and uncertainties as described below. However, the risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we may currently deem immaterial, may become important factors that harm our business, financial condition or operations. If any of the following risks actually occur, our business, financial condition or operations could suffer.
Our limited operating history makes it difficult to evaluate our business and prospects.
We have a very limited operating history in the context of document protection products and services and have yet to develop an extensive record regarding the sale of our products and services. As a result, our ability to accurately forecast our future operating results is limited and subject to a number of uncertainties, including our ability to:
| · |
maintain or develop relationships with suppliers and marketing partners; |
| · |
establish a customer base; |
| · |
continue to develop and upgrade our technology, products and services; |
| · |
provide superior customer service; |
| · |
respond to competitive developments; and |
| · |
retain and motivate qualified personnel. |
In addition, we have and will continue to be subject to the risks and uncertainties frequently experienced by growing companies in rapidly changing industries. If our assumptions regarding these risks and uncertainties are incorrect or change due to market factors, or if we are unsuccessful in addressing these risks, our business could suffer.
We have incurred substantial losses; we expect to incur losses in the future and may never achieve profitability.
To date, we have not generated a profit or significant revenue from operations and in fact have incurred substantial losses. For the year ended December 31, 2025, we maintained $737,787 of working capital deficiency and sustained a net loss of $319,139 and had an accumulated deficit of $49,033,145.
Management has forecasted the Company will not have sufficient working capital to operate for the ensuing 12 months. We intend to fund operations primarily through the issuance of common stock and warrants to outside investors and the Company’s management. As a result, we expect operating losses and negative cash flows to increase for the foreseeable future.
If we are unable to obtain substantial additional financing, we may not be able to remain in business.
We require substantial working capital to fund our business. We have had significant operating losses and negative cash flow from operations since the inception of our current business and expect to continue to do so for the foreseeable future. Our capital requirements will depend on several factors, including our ability to establish and expand a client base, to grow our sales and to employ effective marketing efforts. Our capital needs will also be influenced by the rate of market acceptance of our products and services.
We expect that we will require approximately $3,000,000 to $5,000,000 in financing to expand the research and development, and marketing of ComplyTrust’s suite of products in 2026, and further financing thereafter. If our capital requirements vary materially from those currently planned, we may require additional financing. We have no arrangements or commitments for any financing. Financing may not be available when needed on terms favorable to us, or at all. If adequate funds are not available or are not available on acceptable terms, we may be unable to further develop or enhance our products and services, take advantage of future opportunities or respond to competitive pressures, or ultimately, to remain in business.
Our operating results in future periods are expected to be subject to significant fluctuations, which would likely affect the trading price of our common shares.
Our quarterly and annual operating results are likely to fluctuate significantly in the future due to a variety of factors, many of which are outside of our control. Some of these factors include:
| · |
our ability to attract and retain customers; |
| · |
the introduction of new enhancements in digital watermarking; |
| · |
price competition; |
| · |
our ability to remain competitive in our product and service offerings; |
| · |
our ability to attract new personnel; and |
| · |
U.S. and foreign regulations relating to the Internet. |
As a result of the factors listed above, and others, period-to-period comparisons of our operating results may not be meaningful in predicting our future performance. It is possible that our operating results will not meet market expectations in some future quarter or quarters, which would likely result in a significant decline in our stock price.
The data privacy and data protection markets are highly competitive, and our failure to successfully compete will limit our ability to attain, retain and increase our market share.
The data privacy and data protection markets are rapidly evolving and extremely competitive. We expect competition to intensify in the future. We compete with companies that provide all or certain aspects of our services, including other data privacy and data protection providers and data-management companies. Our current market share is insignificant.
The data privacy market is currently dominated by a small number of larger revenue-bearing companies, while the data protection market includes a wide variety of small, medium and large providers in many different vertical segments. Most of our competitors have longer operating histories, larger customer bases, stronger brand recognition and significantly greater financial, marketing and other resources than us. In addition, larger, well-established and well-financed entities may acquire, invest in or form joint ventures with online competitors as the use of online cloud services increases.
The document protection market is highly competitive, and our failure to compete successfully would limit our ability to retain and increase our market share.
The cyber document security, and its superset, cyber data security are rapidly evolving and extremely competitive sectors and we expect that competition will intensify in the future. We compete with other companies that provide all or certain aspects of our services, including other cyber/document protection systems based on document digital watermarking, and others, and expect that additional competition in the future will be provided by those types of providers. Our current market share is insignificant.
The document protection market is currently dominated by a small number of larger companies, including ContractBook, DocHub, DocuSign, HelloSign, PandaDoc, RightSignature, SignNow and others. Most of our competitors have longer operating histories, larger customer bases, stronger brand recognition and significantly greater financial, marketing and other resources than us. In addition, larger, well-established and well-financed entities may acquire, invest in or form joint ventures with on-line competitors as the use of the Internet-centric, Cloud-based cyber document security services increases. In addition, cyber document security and cloud document management technologies and the expansion of existing B2B and B2C document protection technologies are expected to result in additional competition.
We may not be able to compete successfully against current and future competitors, and the inability to do so could decrease our revenues, prevent us from achieving profitability and adversely affect our ability to establish, maintain and increase our market share.
The video digital watermarking business is highly competitive, and our failure to compete successfully would limit our ability to retain and increase our market share.
The video digital watermarking market is rapidly evolving and extremely competitive. We expect competition to intensify in the future. We compete with companies that provide all or certain aspects of our services, including other media-streaming providers, content encoders, video production companies, and Internet data-management companies. Our current market share is insignificant.
The video digital watermarking market is currently dominated by a small number of larger companies, including Irdeto, Nagra, Synamedia and Verimatrix. Most of our competitors have longer operating histories, larger customer bases, stronger brand recognition and significantly greater financial, marketing and other resources than us. In addition, larger, well-established and well-financed entities may acquire, invest in or form joint ventures with online competitors as the use of the Internet and other online services increases. In addition, new automatic content recognition (ACR) technologies and the expansion of existing technologies are expected to result in additional competition.
We may not be able to compete successfully against current and future competitors, and the inability to do so could decrease our revenues, prevent us from achieving profitability and adversely affect our ability to establish, maintain and increase our market share.
We are subject to rapid technological change, which could render our products and services obsolete.
Our future success will depend in part on our ability to offer products and services that incorporate leading technology and address the increasingly sophisticated and varied needs of our current and prospective customers. Our market is characterized by rapidly changing and unproven technology, evolving industry standards, changes in customer needs, emerging competition and frequent new service introductions. These changes and developments may render our products and technologies obsolete in the future. As a result, our success depends on our ability to adapt to these changes, particularly to develop new products and services, adapt our current products and services or to acquire new products and services that can compete successfully. There can be no assurance that we will be successful in these efforts.
In addition, future advances in technology may not be beneficial to or compatible with our business and we may not be able to incorporate technological advances into our products and services in a cost-effective and timely manner. Keeping pace with technological advances may require substantial expenditures and lead time, particularly with respect to acquiring updated hardware and infrastructure components for our systems. We may require additional financing to fund such purchases. Any such financing may not be available on commercially reasonably terms, if at all, when needed and may result in a loss of earnings and market share.
We are dependent upon vendors and other third-party service provider and will be competing with some of these companies.
We are and will continue to be dependent on vendors and other providers to supply the hardware, software and co-location resources that comprise our products and services. We have no long-term or exclusive contracts or arrangements with any of these vendors or providers. We cannot be certain that our current and proposed vendors and service providers will continue to do business with us or that we will be able to establish relationships with new vendors and service providers if necessary. If we are unable to establish and maintain satisfactory relationships and arrangements with these third parties, our business could be harmed. In addition, we will be dependent upon our third-party vendors and other suppliers to adequately test their products before release, and to provide support for their products after delivery. Failure to do so could have a material adverse effect on our business.
Further, we currently compete with, and expect to compete with in the future, providers of some of our technology or system components. If we are unable to effectively balance our need to cooperate and compete with these companies, our business may be harmed.
Our services are technically complex and we may not be able to prevent defects that could decrease their market acceptance, result in product liability or harm our reputation.
Our document security, digital water marketing, streaming media, data privacy and data protection products and services are complex, and the steps we take to ensure that they are free of errors or defects, particularly when first introduced or when new versions or enhancements are released, may not be successful. We cannot guarantee that current versions or enhanced versions or our products will be free of significant software defects or bugs. Despite our testing, and testing by our third-party vendors and providers, current or future products may contain serious defects. Serious defects or errors could result in lost revenue or a delay in market acceptance of our products and could seriously harm our business and operating results. Errors in our products may be caused by defects in third-party hardware or software incorporated into our products. If so, we may be unable to fix these defects without the co-operation of these third-party providers. Because these defects may not be as significant to these providers as they are to us, we may not receive the rapid co-operation that we may require. Errors, defects or other performance problems with our products could also harm our customers' businesses or result in potential product liability claims. Even if unsuccessful, a product liability claim brought against us would likely be time-consuming, costly and harmful to our reputation. Nor can there be any assurance that our product liability insurance coverage will be sufficient to satisfy any successful claim.
Any loss of our personnel or inability to acquire new personnel could harm our business.
Our continued operations and future success is significantly reliant on the continued services and performance of our senior management. The loss of the services of any member of our senior management team could cause significant disruption in our business. We have no long-term employment agreements with senior management, do not currently maintain any "key person" life insurance and have no employees. As such, our future success depends on our ability to retain current senior management and to identify, attract, hire, train, retain and motivate other highly skilled technical, managerial, operations, customer service, and sales and marketing personnel. Competition for such personnel is intense, and we may not successfully attract, assimilate or retain sufficiently qualified personnel. The failure to retain and attract the necessary personnel could impede our future success.
Failure to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and operating results and shareholders could lose confidence in our financial reporting.
Effective internal controls are necessary for the Company to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud, our operating results could be harmed. Failure to achieve and maintain an effective internal control environment, regardless of whether the Company is required to maintain such controls, could also cause investors to lose confidence in our reported financial information, which could have a material adverse effect on the Company's share price. Although we are not aware of anything that would impact its ability to maintain effective internal controls, we have not obtained an independent audit of the Company's internal controls and, as a result, we are not aware of any deficiencies which would result from such an audit. Further, at such time as the Company is required to comply with the internal control requirements of the Sarbanes-Oxley Act, we may incur significant expenses in having its internal controls audited and in implementing any changes which are required.
We do not currently have any paying customers.
Our sales were $Nil in 2025 and 2024. We expect that a small number of customers will account for a substantial portion of our revenue in the foreseeable future. The inability to increase the number of customers could limit our ability to maintain or increase our market share or could cause revenue to drop quickly and unexpectedly.
Our business may suffer if we cannot protect our intellectual property.
We seek to protect our proprietary rights through a combination of patents, trade secrets, trademark laws, confidentiality procedures and contractual provisions with employees and third parties. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or obtain and use information that we have proprietary rights over. Litigation may be necessary to enforce our intellectual property rights, to protect our trade secrets and to determine the validity and scope of our proprietary rights. Any litigation could result in substantial costs and diversion of management and other resources with no assurance of success and could seriously harm our business and operating results.
Our products may infringe the intellectual property rights of others, causing us to incur significant costs or prevent us from licensing our products.
Other companies, including our competitors, may have or obtain patents or other proprietary rights that would prevent, limit or interfere with our ability to make, use or license our products. We cannot be certain that our products do not and will not infringe patents or the proprietary rights of others. We may be subject to legal proceedings, including claims of alleged infringement by others of the intellectual property rights of third parties. If a successful claim of infringement is brought against us and we fail to or are unable to license the infringed technology on commercially reasonable terms, our business and operating results could be significantly harmed. Companies in the technology sector are increasingly bringing suits alleging infringement of their proprietary rights, particularly patent rights. Although we are not currently subject to any litigation or claims, any future claims, whether or not valid, could result in substantial costs and diversion of resources with no assurance of success. Intellectual property litigation or claims could force us to do one or more of the following:
| · |
cease selling, incorporating or using products or services that incorporate the infringed intellectual property; |
| · |
obtain a license from the rights-holder or owner of the infringed intellectual property, which license may not be available on commercially reasonable terms, or at all; or |
| · |
re-design our products or services. |
If we are forced to take any of these actions, our business could be substantially harmed.
Our success depends on the continued growth in demand for e-business applications.
Our primary business strategy involves the development of products and services that enable users to transmit video over the Internet. As a result, our future sales and any future profits will be substantially dependent upon the widespread acceptance and use of the Internet as an effective medium of business by consumers and businesses. To be successful, consumers and businesses that have historically used traditional means of commerce to transact business must continue to accept and utilize the Internet as a medium for conducting business and exchanging information. Consumers and businesses may reject the Internet as a viable commercial medium for a number of reasons, including potentially inadequate network infrastructure, slow development of enabling technologies, insufficient commercial support and privacy concerns. In addition, delays in the development or adoption of new standards and protocols required to handle increased levels of Internet activity or increased government regulation could cause the Internet to lose its viability as a commercial medium. If the demand for e-business applications does not grow or grows more slowly than anticipated, demand for our products and services would be reduced and our revenue would suffer.
Government regulation and legal uncertainties could add additional costs and risks to doing business on the Internet.
We are not currently subject to direct regulation by any governmental agency, other than regulations applicable to businesses generally, export control laws and laws or regulations directly applicable to electronic commerce. However, due to the increasing popularity and use of the Internet, it is possible that a number of laws and regulations may be adopted with respect to the Internet covering issues such as: user privacy, pricing, content, copyrights, distribution and characteristics and quality of products and services.
Furthermore, the growth and development of the market for electronic commerce may prompt calls for more stringent consumer protection laws that may impose additional burdens on companies conducting business online. The adoption of additional laws or regulations may decrease the growth of the Internet or other online services, which could, in turn, decrease the demand for our products and services and increase our cost of doing business.
The applicability of existing laws to the Internet, property ownership, copyrights, encryption and other intellectual property issues, taxation, libel, export or import matters, obscenity and personal privacy is uncertain. The vast majority of such laws were adopted prior to the advent of the Internet and related technologies. As a result, they do not contemplate or address the unique issues of the Internet and related technologies. Changes to such laws intended to address these issues, including some recently proposed changes, could create uncertainty in the Internet marketplace. Such uncertainty could reduce demand for our products and services or increase the cost of doing business due to increased costs of litigation or increased service delivery costs.
Our share price has been and could be highly volatile, which could result in substantial losses to investors.
The trading price of our common shares has been and is likely to continue to be highly volatile and could be subject to wide fluctuations in response to a number of factors including variations in quarterly operating results, new products or services offered by us or our competitors, conditions or trends in the Internet and online commerce industries, changes in the economic performance and/or market valuations of other Internet and online service companies, and other events or factors, many of which are beyond our control. In addition, the stock market in general, and the market for Internet-related and technology companies in particular, has experienced extreme price and volume fluctuations, including large price drops in 2017, 2015, 2011, 2010, 2009, 2008, 2003, 2002 and 2001, that have often been unrelated or disproportionate to the operating performance of such companies. These broad market and industry factors may materially adversely affect the market price of our common shares, regardless of our actual operating performance. In the past, following periods of volatility in the market price of a company's securities, securities class-action litigation has often been instituted against affected companies. Such litigation, if instituted, could result in substantial costs and a diversion of management's attention and resources.
We have not paid cash dividends in the past and does not expect to pay cash dividends in the foreseeable future. Any return on investment may be limited to the value of the Company's common shares.
We have never paid cash dividends on its capital stock and does not anticipate paying cash dividends on its capital stock in the foreseeable future. The payment of dividends on the Company's capital stock will depend on its earnings, financial condition and other business and economic factors affecting the Company at such time as the board of directors may consider relevant. If we do not pay dividends, its common shares may be less valuable because a return on your investment will only occur if the common shares price appreciates.
Securities analysts may not initiate coverage or continue to cover the Company's common shares, and this may have a negative impact on its market price.
The trading market for the Company's securities could depend in part on the research and reports that securities analysts publish about Oculus' business and the Company. We do not have any control over these analysts. There is no guarantee that securities analysts will cover the Company's securities. If securities analysts do not cover the Company, the lack of research coverage may adversely affect the market prices of the Company's common shares. If the Company is covered by securities analysts, and its securities are the subject of an unfavorable report, the prices for the Company's securities would likely decline. If one or more of these analysts ceases to cover the Company or fails to publish regular reports on the Company, the Company could lose visibility in the financial markets, which could cause its share price and/or trading volume to decline.
Anti-takeover provisions in our charter documents could prevent or delay a change in control of the company.
Our articles of continuance and bylaws contain anti-takeover provisions that could discourage, delay or even prevent an acquisition of our company at a premium price or at all. Any of these provisions might prevent the market price of our common shares from increasing in response to takeover attempts and could prevent our shareholders from realizing a premium over the then-prevailing market price for the common shares.
We intend to issue additional equity securities, which may dilute the interests of current shareholders or carry rights or preferences senior to the common shares.
We intend to issue additional equity securities in order to raise working capital. Accordingly, existing shareholders may experience additional dilution of their percentage ownership interest in our company. In addition, the new equity securities may have rights, preferences or privileges senior to those of our existing common shares.
The exercise of options and warrants and other issuances of common shares or securities convertible into or exercisable for common shares will dilute the ownership interests of the Company's current shareholders and may adversely affect the future market price of the Company's common shares.
We may use stock options, stock grants and other equity-based incentives, to provide motivation and compensation to our officers, employees and key independent consultants. The award of any such incentives will result in an immediate and potentially substantial dilution to our existing shareholders and could result in a decline in the value of the Company's share price. The exercise of these options and the sale of the underlying common shares and the sale of common shares issued pursuant to stock grants may have an adverse effect upon the price of the Company's common shares.
Limited liability of executive officers and directors may discourage shareholders from bringing a lawsuit against them.
Our bylaws contain provisions that limit the liability of directors for monetary damages and provide for indemnification of officers and directors. These provisions may discourage shareholders from bringing a lawsuit against officers and directors for breaches of their fiduciary duty and may also reduce the likelihood of derivative litigation against officers and directors even though such action, if successful, might otherwise have benefited the shareholders. In addition, a shareholder's investment in Oculus may be adversely affected to the extent that costs of settlement and damage awards against officers or directors are paid by Oculus pursuant to the indemnification provisions of the bylaws.
Requirements of the SEC with regard to low-priced "penny stocks" may adversely affect the ability of shareholders to sell their shares in the secondary market.
"Penny stocks" are low-priced, and usually highly speculative, stock selling at less than $5.00 per share. Our securities are subject to Rule 15g-9 under the Exchange Act, which imposes additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and "accredited investors" (generally, an individual with a net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse). For transactions covered by this rule, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser's written consent to the transaction prior to sale. The rule also requires the delivery, prior to the transaction, of a risk disclosure document mandated by the SEC relating to the penny stock market. The broker-dealer must also disclose the commissions payable for the transaction, current quotations for the stock, and, if applicable, the fact that it is the sole market maker in the stock. Consequently, the rule may adversely affect the ability of broker-dealers to sell our securities and may adversely affect the ability of shareholders to sell their shares in the secondary market
We do not anticipate paying dividends to shareholders in the foreseeable future.
We have not paid dividends on our common shares and we intend, for the foreseeable future, to invest any earnings in the further development of our business. Accordingly, shareholders should not expect to receive any dividends on their shares.
We may be exposed to adverse currency exchange rate fluctuations, which could harm our financial results and cash flows.
Substantially all of our assets and operations are located and conducted in the United States and Canada. As a result, our primary exposure to movements in foreign currency rates relate to Canadian dollar operating expenses, assets and liabilities. A decline in the Canadian dollar would decrease the U.S. dollar value of our Canadian assets while a rise in the Canadian dollar would increase the U.S. dollar value of Canadian operating expenses and liabilities.
International transactions are settled in U.S. dollars. As a result, weaknesses in foreign currencies could adversely affect demand for our products.
Service outages and disruption of our infrastructure may harm our adversely impact business operations and injure reputation.
We may experience outages or disruptions to our services or infrastructure before, during or after the transition to a cloud platform, including information technology system failures and network disruptions. Such events could interrupt our customers' access to our services, adversely affect their perception of our services' reliability and consequently reduce our revenue.
Security vulnerabilities in our products and services or any breach of our security measures may injure our reputation and disrupt our business.
We intend to host a digital Cloud platform with various features including document storage. While this Cloud service will have security features, Cloud-based content has been, and continues to be, targeted by malicious cyber-attacks. Should our security features be breached as a result of third-party attacks or due any error, negligence, product defect or otherwise, and should such a breach compromise the confidentiality, integrity or availability of our cloud services, the business may suffer and its reputation may be injured. In addition, if an actual or perceived security breach occurs, we may become subject to significant liability through lawsuits or claims and lose future sales and customers and there is no assurance that our product liability insurance coverage will be sufficient to satisfy any successful claims.
Techniques used to defeat online security measures are constantly evolving and may not be discovered until after the secured information has already been compromised. Therefore, we may be unable to anticipate these techniques, react in a timely manner, or implement adequate preventative measures.
The financial reporting obligations of being a public company in the United States are expensive, time consuming, and may place significant demands on the Company's management.
The obligations of being a public company in the United States require significant expenditures and place certain demands on our management, including costs resulting from public company reporting obligations under the Exchange Act and the rules and regulations regarding corporate governance practices, including those under the Sarbanes-Oxley Act of 2002, and the Dodd-Frank Wall Street Reform and Consumer Protection Act. Our management and other personnel devote a substantial amount of time to ensure that the Company complies with all of these requirements. Moreover, despite recent reforms made possible by the Jumpstart Our Business Startups Act, the reporting requirements, rules and regulations increase the Company's legal and financial compliance costs and will make some activities more time-consuming and costly. Any changes that the Company makes to comply with these obligations may not be sufficient to allow it to satisfy its obligations as a public company on a timely basis, or at all.
We also expect these rules and regulations to make it more difficult and more expensive for it to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These factors also could make it more difficult for us to attract and retain qualified persons to serve on its board of directors, particularly to serve on its audit and compensation committees, or as executive officers.
Our failure to manage or adequately address any one or more of these risks could result in our business suffering a material adverse effect.
| Unresolved Staff Comments. |
None.
| Cybersecurity |
Risk Management and Strategy
We use specialized IT tools and services, including with the support of third-party service providers, to understand, manage, mitigate and continually remediate identified threats. The Company logs identified cybersecurity threats and tracks corresponding risk management activities. Identified cybersecurity threats are discussed with management for resolution planning and escalation. Testing of our security controls in connection with the auditing of our financial systems is completed annually.
We regularly evaluate the cybersecurity threats associated with third-party suppliers and service providers that have access to the Company’s networks, confidential information, and information systems. We provide -party vendors, consultants, and partners with detailed security requirements for securing their connections to our IT networks. In addition, we seek to make -party service providers contractually responsible for identifying and remediating security issues within their technology and service environment.
Governance
| Description of Properties. |
The Company's corporate headquarters are located at Suite 507, 837 West Hastings Street, Vancouver, British Columbia and are subject to an office space lease on a month-to-month basis. The monthly base rent is $4,924 CAD (Canadian Dollars).
| Legal Proceedings. |
From time to time the Company may be a defendant or plaintiff in various legal proceedings arising in the normal course of the Company's business. The Company is unaware of any material, active, pending or threatened proceeding against the Company, nor is the Company involved as a plaintiff or defendant in any material proceeding or pending litigation.
| Mine Safety Disclosures. |
Not applicable.
| Market for Registrant's Common Equity and Related Stockholder Matters. |
There is a limited public market for our common shares. Our common shares trade on the TSX Venture Exchange (the “TSXV”) under the trading symbol "OVT", and on the OTCQB under the symbol "OVTZ".
The following table shows the high and low sales prices (in Canadian dollars) of our common shares as reported by the TSXV for the periods indicated.
| TSX (Symbol “OVT”) |
||||||||
| Period |
High (CAD $) |
Low (CAD $) |
||||||
| First Quarter 2024 |
0.055 | 0.004 | ||||||
| Second Quarter 2024 |
0.07 | 0.065 | ||||||
| Third Quarter 2024 |
0.08 | 0.06 | ||||||
| Fourth Quarter 2024 |
0.075 | 0.065 | ||||||
| First Quarter 2025 |
0.055 | 0.055 | ||||||
| Second Quarter 2025 |
0.06 | 0.045 | ||||||
| Third Quarter 2025 |
0.04 | 0.04 | ||||||
| Fourth Quarter 2025 |
0.04 | 0.04 | ||||||
The following table shows the high and low prices of our common shares on the OTCQB. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions:
| OTC Bulletin Board (Symbol “OVTZ”) |
||||||||
| Period |
High (US $) |
Low (US $) |
||||||
| First Quarter 2024 |
0.05 | 0.02 | ||||||
| Second Quarter 2024 |
0.05 | 0.04 | ||||||
| Third Quarter 2024 |
0.06 | 0.04 | ||||||
| Fourth Quarter 2024 |
0.07 | 0.04 | ||||||
| First Quarter 2025 |
0.044 | 0.04 | ||||||
| Second Quarter 2025 |
0.032 | 0.03 | ||||||
| Third Quarter 2025 |
0.033 | 0.032 | ||||||
| Fourth Quarter 2025 |
0.03 | 0.017 | ||||||
Transfer Agent
The Registrar and Transfer Agent for our shares of common stock is Computershare Trust Company of Canada located at 324 - 8th Avenue SW, Suite 800, Calgary, Alberta, T2P 2Z2.
Holders
As of March 20, 2026, there were 91,422,569 common shares outstanding, held by 1,383 shareholders of record. However, beneficial holders of the Company's common shares who hold their shares in an account with an investment dealer or broker are represented by one nominee. Therefore, although the number of registered shareholders is 1,383, the number of registered holders may not be representative of the number of beneficial owners.
Dividends
The Company has not declared or paid any dividends in the previous two years. The Company currently intends to retain future earnings, if any, for use in its business. The Company does not anticipate paying dividends on the common shares in the foreseeable future. Any determination to pay any future dividends will remain at the discretion of the board of directors of the Company (the “Board of Directors”) and will be made taking into account the Company’s financial condition and other factors deemed relevant by the Board of Directors.
Reverse Stock Split
At the Company’s Annual General Meeting held on October 15, 2025, the Company’s shareholders approved a proposal authorizing the Company’s Board of Directors (the “Board”) to amend the Company’s Articles of Incorporation to effect a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio ranging from 1-for-2 to 1-for-10. The proposal granted the Board discretion to determine the final reverse stock split ratio, as well as the timing and implementation of the reverse stock split, if at all.
If implemented, the reverse stock split would combine the issued and outstanding shares of the Company’s common stock into a smaller number of shares, with each stockholder maintaining the same proportional ownership interest in the Company, subject to the treatment of fractional shares. The reverse stock split would affect all holders of the Company’s common stock uniformly and would not alter any stockholder’s relative voting power or ownership percentage, except for adjustments that may result from the treatment of fractional shares. [Fractional shares, if any, would be rounded up to the nearest whole share / paid out in cash / otherwise treated in accordance with the terms determined by the Board.]
The primary purpose of the reverse stock split would be to increase the per-share market price of the Company’s common stock, which could help the Company meet or maintain certain stock exchange listing requirements and potentially improve the marketability and liquidity of the Company’s common stock. However, there can be no assurance that the reverse stock split, if implemented, would have the intended effects, including maintaining compliance with applicable listing standards or improving the market price or trading activity of the Company’s common stock.
If the reverse stock split is implemented, the number of issued and outstanding shares of common stock would be reduced in accordance with the selected ratio. The reverse stock split would also result in a proportional adjustment to the number of shares of common stock issuable upon the exercise or conversion of the Company’s outstanding equity awards, warrants, options, and other convertible securities, as well as a proportional adjustment to the applicable exercise or conversion prices. The par value of the Company’s common stock would remain unchanged. [The number of authorized shares of common stock would remain unchanged / would be adjusted proportionally, as applicable.]
As of the date of this Annual Report on Form 10-K, the Board has not determined whether to implement the reverse stock split, nor has it determined the ratio or timing of any such action. The Board retains the discretion to abandon the reverse stock split entirely if it determines that implementing the reverse stock split would not be in the best interests of the Company and its shareholders.
Securities Authorized For Issuance Under Equity Compensation Plans
As at December 31, 2025 there were 9,142,257 Options and 9,142,257 Share Units authorized for issuance under the under the Company’s Omnibus Equity Incentive Plan approved by the Board on August 19, 2025 and by Stockholders at the Company’s annual stockholder meeting held on October 15, 2025 (the “Omnibus Plan”). Since the last financial year end of December 31, 2025, as at March 20, 2026, the following securities were authorized for issuance under the Omnibus Plan:
| Number of securities to be |
Weighted-average exercise |
Number of securities |
|||||||
| issued upon exercise of |
price of outstanding |
remaining available for |
|||||||
| Plan Category |
outstanding options, |
options, warrants and |
future issuance under |
||||||
| warrants and rights |
rights |
equity compensation plans |
|||||||
| (excluding securities |
|||||||||
| reflected in column (a)) |
|||||||||
| Equity compensation plans approved by security holders |
Nil |
$-0- | 9,142,257 (Options) 9,142,257 (Share Units) |
||||||
| Equity compensation plans not approved by security holders |
N/A | N/A | N/A | ||||||
| Total |
Nil |
$-0- | 9,142,257 (Options) 9,142,257 (Share Units) |
Omnibus Equity Incentive Compensation Plan
The Omnibus Plan approved by stockholders at the Company’s annual stockholder meeting held on October 15, 2025 supersedes and replaces the Company’s 2024 Omnibus Plan.
The purpose of the Omnibus Plan is to promote the interests of the Company and its stockholders by aiding the Company in attracting and retaining employees, officers, consultants, advisors and non-employee directors capable of assuring the future success of the Company, to offer such persons incentives to put forth maximum efforts for the success of the Company’s business and to compensate such persons through various stock and cash-based arrangements and provide them with opportunities for stock ownership in the Company, thereby aligning the interests of such persons with the Company’s stockholders.
The following is a summary of certain provisions of the Omnibus Plan. This summary is intended as a summary only and is qualified in its entirety by reference to the Omnibus Plan attached as Schedule “C” to the proxy statement prepared for the company’s annual stockholder meeting held on September 30, 2024.
Summary of Material Terms
The Omnibus Plan, in respect of options to purchase shares of common stock (“Common Shares”), serves as the successor to the Company’s stock option plan adopted on August 28, 2020 (the “Original Stock Option Plan”), and no further options to purchase Common Shares have been or will be granted under the Original Stock Option Plan from and after the effective date of the Omnibus Plan.
The purposes of the Omnibus Plan is to: (i) provide the Company with a mechanism to attract, retain and motivate highly qualified directors, officers, employees and consultants; (ii) align the interests of eligible participants in the Omnibus Plan (“Participants”) with that of other Shareholders of the Company generally; and (iii) enable and encourage Participants to participate in the long-term growth of the Company through the acquisition of Common Shares as long-term investments.
The Omnibus Plan is administered by the Board and provides that the Board may, from time to time, in its discretion, and in accordance with TSXV requirements or any other stock exchange on which the Common Shares are listed (the “Exchange”), grant to eligible Participants, non-transferable awards (the “Awards”). Such Awards include stock options (“Options”), restricted share units (“RSUs”), deferred share units (“DSUs”) and performance share units (“PSUs”).
Under the Omnibus Plan, the maximum number of Shares issuable at any time pursuant to outstanding Awards will be equal to: (a) 10% of the outstanding Common shares issued pursuant to Options; and (b) 9,142,257 issued pursuant to Share Units (which represents 10% of the outstanding Common Shares as of the date the Plan was approved by the Board), or such other number as may be approved by the Exchange and the shareholders of the Company from time to time. For so long as the Company is listed on the Exchange or on another exchange that requires the Company to fix the number of Common Shares to be issued pursuant to Share Units, the maximum number of Common Shares available for issuance pursuant to the settlement of RSUs, DSUs and PSUs together will be an aggregate of 9,142,257 Common Shares.
The Omnibus Plan is an “evergreen” plan, as Common Shares covered by Awards which have been exercised or settled, as applicable, and Awards which expire or are forfeited, cancelled or otherwise terminated or lapse for any reason without having been exercised, will be available for subsequent grant under the Omnibus Plan.
The maximum number of Common Shares for which Awards may be issued to any one Participant in any 12-month period shall not exceed 5% of the outstanding Common Shares, unless the Company obtains disinterested shareholder approval as required by the policies of the Exchange. The aggregate number of Common Shares for which Awards may be issued to any one consultant within any 12-month period shall not exceed 2% of the outstanding Common Shares, calculated on the date an Award is granted to the consultant. The aggregate number of Common Shares for which Options may be issued to any persons retained to provide Investor Relations Activities (as defined by the Exchange) within any 12-month period shall not exceed 2% of the outstanding Shares, calculated on the date an Option is granted to such persons.
Further, unless disinterested shareholder approval as required by the policies of the Exchange is obtained: (i) the maximum number of Common Shares for which Awards may be issued to insiders of the Company (as a group) at any point in time shall not exceed 10% of the outstanding Common Shares; and (ii) the aggregate number of Awards granted to insiders of the Company (as a group), within any 12-month period, shall not exceed 10% of the outstanding Common Shares, calculated at the date an Award is granted to any insider.
The Omnibus Plan provides for customary adjustments or substitutions, as applicable, in the number of Common Shares that may be issued under the Omnibus Plan in the event of a merger, arrangement, amalgamation, consolidation, reorganization, recapitalization, separation, stock dividend, extraordinary dividend, stock split, reverse stock split, split up, spin-off or other distribution of stock or property of the Company, combination of securities, exchange of securities, dividend in kind, or other like change in capital structure or distribution (other than normal cash dividends) to shareholders of the Company, or any similar corporate event or transaction.
In the event of an actual or potential Change of Control (as is defined in the Omnibus Plan) of the Company, the Board shall have discretion as to the treatment of Awards, including whether to (i) accelerate, conditionally or otherwise, on such terms as it sees fit, the vesting date of any Awards; (ii) permit the conditional redemption or exercise of any Awards, on such terms as it sees fit; (iii) otherwise amend or modify the terms of any Awards; and (iv) terminate, following the successful completion of a Change of Control, on such terms as it sees fit, the Awards not exercised prior to the successful completion of such Change of Control. If there is a Change of Control, any Awards held by a Participant shall automatically vest following such Change of Control, if the Participant is an employee, officer or a director and their employment, or officer or director position is terminated within 12 months following the Change of Control, provided that no acceleration of Awards shall occur in the case of a Participant that was retained to provide Investor Relations Activities unless the approval of the Exchange is either obtained or not required.
Neither the Awards nor the securities which may be acquired pursuant to the exercise of the Awards have been registered under the United States Securities Act of 1933 (the “U.S. Securities Act”) or under any securities law of any state of the United States of America and are considered “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act) and any Common Shares will be affixed with an applicable restrictive legend as set forth in the Award Agreement. Provisions of the Omnibus Plan relating to U.S. Taxpayers can be found in Article 17 of the Omnibus Plan, which is attached as Schedule “C” to this Proxy Statement.
Options
Subject to the terms and conditions of the Omnibus Plan, the Board may grant Options to Participants in such amounts and upon such terms (including the exercise price, duration of the Options, the number of Common Shares to which the Option pertains, and the conditions, if any, upon which an Option shall become vested and exercisable) as the Board shall determine.
The exercise price of the Options will be determined by the Board at the time any Option is granted. In no event will such exercise price be lower than the last closing price of the Common Shares on the Exchange less any discount permitted by the rules or policies of the Exchange at the time the Option is granted. Such price upon exercise of any Option shall be payable to the Company in full in cash, by certified cheque or by wire transfer, by a cashless exercise or a net exercise.
In connection with a cashless exercise, the Participant shall elect, on a notice of exercise, to receive a loan from a brokerage firm, which the Company has an arrangement with, to purchase the underlying Common Shares. Upon the sale by the brokerage firm of an equivalent number of Common Shares received from the exercise of the Options to repay the loan made to the Participant, the Participant shall elect to receive either the balance of the Common Shares following the sale or the cash proceeds from the balance of the Common Shares.
In connection with a net exercise, the Participant shall elect on a notice of exercise to receive an amount equal to the number of underlying Common Shares listed on the Exchange that is the equal to the quotient obtained by dividing: (a) the product of the number of Options being exercised multiplied by the difference between the five-day volume weighted average price of the underlying Common Shares so listed and the exercise price of the subject Options; by (b) the five-day volume weighted average price of the underlying Common Shares so listed; provided, however, that persons retained to provide investor relations activities shall not be permitted to exercise an Option using the net exercise method.
Unless otherwise specified in an Award agreement granting Options, Options shall vest subject to Exchange policies, and the Board may in its sole discretion, determine the time during which an Option shall vest and the method of vesting, or that no vesting restriction shall exist.
Subject to any requirements of the Exchange, the Board may determine the expiry date of each Option. Subject to a limited extension if an Option expires during a black out period, Options may be exercised for a period of up to ten years after the grant date, provided that: (i) upon a Participant’s termination for cause, all Options, whether vested or not, as at the date on which a Participant ceases to be eligible to participate under the Omnibus Plan(the “Termination Date”) as a result of termination of employment, will automatically and immediately expire and be forfeited; (ii) upon the death of a Participant, all unvested Options as at the Termination Date shall automatically and immediately vest, and all vested Options will continue to be subject to the Omnibus Plan and be exercisable for a period of 12 months after the Termination Date; (iii) in the case of the disability of a Participant, all Options shall remain and continue to vest (and are exercisable) in accordance with the terms of the Omnibus Plan for a period of 12 months after the Termination Date, provided that any Options that have not been exercised (whether vested or not) within 12 months after the Termination Date shall automatically and immediately expire and be forfeited on such date; (iv) in the case of the retirement of a Participant, the Board shall have discretion, with respect to such Options, to determine whether to accelerate the vesting of such Options, cancel such Options with or without payment and determine how long, if at all, such Options may remain outstanding following the Termination Date, provided, however, that in no event shall such Options be exercisable for more than 12 months after the Termination Date; and; (v) in all other cases where a Participant ceases to be eligible under the Omnibus Plan, including a termination without cause or a voluntary resignation, unless otherwise determined by the Board, all unvested Options shall automatically and immediately expire and be forfeited as of the Termination Date, and all vested Options will continue to be subject to the Omnibus Plan and be exercisable for a period of 90 days after the Termination Date.
RSUs
Subject to the terms and conditions of the Omnibus Plan, the Board may grant RSUs to Participants in such amounts and upon such terms (including time-based restrictions on vesting, restrictions under applicable laws or under the requirements of the Exchange) as the Board shall determine.
No RSU may vest before one year following the date it is granted or issued. The vesting of RSUs may be accelerated in limited circumstances, in the case of the death of Participant or upon a Participant ceasing to be an eligible participant under the Omnibus Plan in connection with a change of control, take-over bid, Reverse Take-Over or other similar transaction.
Unless otherwise specified in an Award agreement granting RSUs, RSUs shall vest at the discretion of the Board, subject to the policies of the Exchange, provided that, and subject to the Board’s discretion: (i) upon a Participant’s termination for cause, all RSUs, whether vested (if not yet paid out) or not as at the Termination Date will automatically and immediately expire and be forfeited; (ii) upon the death of a Participant, all unvested RSUs as at the Termination Date shall automatically and immediately vest and be paid out; (iii) in the case of the disability of a Participant, all RSUs shall remain and continue to vest in accordance with the terms of the Omnibus Plan for a period of 12 months after the Termination Date, provided that any RSUs that have not been vested within 12 months after the Termination Date shall automatically and immediately expire and be forfeited on such date; (iv) in the case of the retirement of a Participant, the Board shall have discretion, with respect to such RSUs, to determine whether to cancel such RSUs with or without payment and determine how long, if at all, such RSUs may remain outstanding following the Termination Date, provided, however, that in no event shall such RSUs be exercisable for more than 12 months after the Termination Date; and (v) in all other cases where a Participant ceases to be eligible under the Omnibus Plan, including a termination without cause or a voluntary resignation, unless otherwise determined by the Board, all unvested RSUs shall automatically and immediately expire and be forfeited as of the Termination Date, and all vested RSUs will be paid out in accordance with the Omnibus Plan.
When and if RSUs become payable, the Participant issued such RSUs shall be entitled to receive payment from the Company in settlement of such RSU: (i) in a number of Common Shares (issued from treasury) equal to the number of RSUs being settled, or (ii) in any other form, all as determined by the Board at its sole discretion. The Board’s determination regarding the form of payout shall be set forth or reserved for later determination in the Award agreement for the grant of the RSUs.
Participants holding RSUs may, if the Board so determines, be credited with dividends paid with respect of the underlying Common Shares or dividend equivalents while they are so held in a manner determined by the Board in its sole discretion.
DSUs
Subject to the terms and conditions of the Omnibus Plan, the Board may grant DSUs to Participants in such amounts and upon such terms (including the requirement that Participants pay a stipulated purchase price for each DSU, restrictions based upon the achievement of specific performance criteria, time-based restrictions, restrictions under applicable laws or under the requirements of the Exchange, or holding or sale restrictions placed on the Common Shares by the Company upon vesting of such DSUs) as the Board shall determine.
When and if DSUs become payable, the Participant issued such DSUs shall be entitled to receive payment from the Company in settlement of such DSU: (i) in a number of Common Shares (issued from treasury) equal to the number of DSUs being settled, or (ii) in any other form, all as determined by the Board at its sole discretion. The Board’s determination regarding the form of payout shall be set forth or reserved for later determination in the Award agreement for the grant of the DSUs. Participants holding DSUs may, if the Board so determines, be credited with dividends paid with respect of the underlying Common Shares or dividend equivalents while they are so held in a manner determined by the Board in its sole discretion.
The extent to which a Participant shall have the right to retain DSUs following termination of the Participant’s employment or other relationship with the Company, shall be set out in each DSU award agreement and determined in the sole discretion of the Board, and need not be uniform among all DSUs issued pursuant to the Omnibus Plan, and may reflect distinctions based on the reasons for termination, provided that the provisions shall comply with the applicable rules of the Exchange.
No DSU may vest before one year following the date it is granted or issued. The vesting of DSUs may be accelerated in limited circumstances, in the case of the death of Participant or upon a Participant ceasing to be an eligible participant under the Omnibus Plan in connection with a change of control, take-over bid, Reverse Take-Over or other similar transaction, provided, however, that in the event that a Participant ceases to be an eligible Participant under the Omnibus Plan, no DSU granted to that Participant shall remain outstanding for a period of more than 12 months following the Termination Date, provided that any DSUs that have not been settled within 12 months after the Termination Date shall automatically and immediately expire and be forfeited on such date.
Performance Awards
Subject to the terms and conditions of the Omnibus Plan, the Board may grant PSUs to Participants in such amounts and upon such terms (including the performance criteria applicable to such PSUs) as the Board shall determine. Each PSU shall have an initial value equal to the fair market value of a Common Share on the date of grant. After the applicable performance period has ended, the holder of a PSU shall be entitled to receive payout on the value and number of PSUs, determined as a function of the extent to which the corresponding performance criteria have been achieved.
Subject to the terms of the Omnibus Plan, the Board, in its sole discretion, may pay earned PSUs in the form of a number of Common Shares issued from treasury equal to the number of earned PSUs at the end of the applicable performance period. Any Common Shares may be granted subject to any restrictions deemed appropriate by the Board.
Participants holding PSUs may, if the Board so determines, be credited with dividends paid with respect of the underlying Common Shares or dividend equivalents while they are so held in a manner determined by the Board in its sole discretion.
The extent to which a Participant shall have the right to retain PSUs following termination of the Participant’s employment or other relationship with the Company, shall be set out in each PSU award agreement and determined in the sole discretion of the Board, and need not be uniform among all PSUs issued pursuant to the Omnibus Plan, and may reflect distinctions based on the reasons for termination, provided that the provisions shall comply with the applicable rules of the Exchange.
No PSU may vest before one year following the date it is granted or issued. The vesting of PSUs may be accelerated in limited circumstances, in the case of the death of Participant or upon a Participant ceasing to be an eligible participant under the Omnibus Plan in connection with a change of control, take-over bid, Reverse Take-Over or other similar transaction, provided, however, that in the event that a Participant ceases to be an eligible Participant under the Omnibus Plan, no PSU granted to that Participant shall remain outstanding for a period of more than 12 months following the Termination Date, provided that any PSUs that have not been settled within 12 months after the Termination Date shall automatically and immediately expire and be forfeited on such date.
Performance Graph
The graph below matches the Company's cumulative 5-Year total shareholder return on common stock with the cumulative total returns of the Russell 2500 index and the Dow Jones US Software index. The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from 12/31/2020 to 12/31/2025.
| 12/20 |
12/21 |
12/22 |
12/23 |
12/24 |
12/25 |
|||||||||||||
| Oculus Inc. |
100.00 | 239.02 | 28.28 | 8.00 | 14.17 | 7.19 | ||||||||||||
| Russell 2500 |
100.00 | 118.18 | 96.47 | 113.28 | 126.87 | 141.98 | ||||||||||||
| Dow Jones US Software |
100.00 | 133.16 | 89.30 | 142.61 | 167.87 | 184.35 |
The stock price performance included in this graph is not necessarily indicative of future stock price performance.
| Begin: |
12/31/2016 |
|
| Period End: |
12/31/2024 |
|
| Oculus Inc. |
||
| OVTZ |
| Beginning |
|||||||||||||||||||||||||||||
| Date* |
Transaction Type |
Closing Price** |
No. Of Shares*** |
Dividend per Share |
Dividend Paid |
Shares Reinvested |
Ending Shares |
Cum. Tot. Return |
|||||||||||||||||||||
| 31-Dec-20 |
Begin |
0.410 | 243.90 | - | - | - | 243.902 | 100.00 | |||||||||||||||||||||
| 31-Dec-21 |
Year End |
0.980 | 243.90 | - | - | - | 243.902 | 239.02 | |||||||||||||||||||||
| 31-Dec-22 |
Year End |
0.116 | 243.90 | - | - | - | 243.902 | 28.28 | |||||||||||||||||||||
| 31-Dec-23 |
Year End |
0.033 | 243.90 | - | - | - | 243.902 | 8.00 | |||||||||||||||||||||
| 31-Dec-24 |
Year End |
0.058 | 243.90 | - | - | - | 243.902 | 14.17 | |||||||||||||||||||||
| 31-Dec-25 |
End |
0.029 | 243.90 | - | - | - | 243.902 | 7.19 | |||||||||||||||||||||
| * Specified ending dates or ex-dividends dates. |
| ** All Closing Prices and Dividends are adjusted for stock splits and stock dividends. |
| ***'Begin Shares' based on $100 investment. |
Recent Sales of Unregistered Securities
Not applicable.
Issuer Purchases of Equity Securities
Not applicable.
| Selected Financial Data. |
Not applicable.
| Management's Discussion and Analysis of Financial Conditions and Results of Operation. |
You should read the following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and related notes appearing elsewhere in this annual report on Form 10-K. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth under ‘‘Risk Factors’’ and elsewhere in this annual report on Form 10-K.
Overview
We design and market to business customers digital watermarking, streaming video and video-on-demand (VOD) systems, services and source-to-destination digital media delivery solutions that allow live or recorded digitized and compressed video to be transmitted through Internet, intranet, satellite or wireless connectivity. The Company’s systems, services and delivery solutions include digital watermark solutions and video content production, content encoding, media asset management, media and application hosting, multi-mode content distribution, transaction data capture and reporting, e-commerce, specialized engineering services, and Internet streaming hardware.
The Company’s products and services are based on its data privacy, data protection and media delivery infrastructure, software and services. It has developed a number of specific products and services that include Cloud-DPS, CTSS and Forget-Me-Yes™.
As more fully discussed below we have not been profitable, and our revenues for 2025 and 2024 were $Nil. We cannot predict our revenue levels for the next 12 months, or thereafter, nor when, or if, our operations will become profitable. We will require additional financing, both for fiscal 2026 and thereafter, to continue to operate and expand our business. There is no assurance that such financing will be available on commercially reasonable terms, if at all.
CRITICAL ACCOUNTING POLICIES
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 bad debts, intangible assets, income taxes, 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.
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:
| ● |
Accounting for stock-based compensation; and |
ACCOUNTING FOR STOCK-BASED COMPENSATION. Under ASC Topic 718, Stock Compensation, 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. We record a liability for commitments and contingencies when the amount is both probable and reasonably estimable.
Results of Operations
For the Year Ended December 31, 2025
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 year ended December 31, 2025. We continue to develop and market C-DPS – Cloud Document Protection System and the “Right-to-be-Forgotten” and “Right-to-Erase” platform. Administrative expenses have decreased/increased moderately as a result of insignificant fluctuations in general costs.
Selling, general and administrative expenses for the year ended December 31, 2025 increased by $34,682 to $258,227 from $223,545 for the year ended December 31, 2024. This included professional expenses for the year ended December 31, 2025 which increased to $97,576 from $58,901 for the comparable year in 2024. We incurred increased costs in 2025 due to higher legal fees incurred during the fiscal year.
Research and development for the year ended December 31, 2025 decreased to $1,008 from $6,926 for the comparable period in 2024. We incurred decreased costs in 2025 due to minimal activities during the fiscal year.
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 year ended December 31, 2025, decreased to $272 from $740 for the comparable year in 2024 We incurred comparable costs in 2025 as the management maintain its decision in 2024, to develop CTSS (ComplyScan®) as well as the on-going development of our subsidiary’s Forget-Me-Yes® zero trust data privacy platform. (“Right-to-be-Forgotten” and “Right-to-Erase”).
Net Losses
To date, we have not achieved profitability and expect to incur substantial losses for the foreseeable future. Our net loss for fiscal 2025 was $319,139, compared with a net loss of $327,360 for fiscal 2024. Our total comprehensive loss for fiscal 2025 was $328,314 which includes currency translation differences of $9,175, compared with a comprehensive loss of $325,674 for fiscal 2024.
Liquidity and Capital Resources
At December 31, 2025 our cash position was $9,409, a decrease from $11,718 at December 31, 2024. We had a working capital deficiency of $737,787 and an accumulated deficit of $49,033,145 at December 31, 2025.
We have historically satisfied our capital needs primarily by shareholders’ loans and issuing equity securities to our officers, directors, employees and a small group of investors, and from short-term bridge loans from members of management.
As of December 31, 2025, we had $9,409 in cash. Management has forecasted the Company will not have sufficient working capital to operate for the ensuing 12 months. We will require an additional $3 million to $5 million to finance operations for the fiscal 2026 and we intend to obtain such financing through sales of our equity securities. While the Company has been successful in the past in obtaining financing, there can be no assurance that the Company will be able to obtain adequate financing, or that such financing will be on terms acceptable to the Company, to meet future operational needs which may result in the delay, reduction, or discontinuation of ongoing development programs.
Assuming the aforementioned $3 million to $5 million in financing is obtained, continuing operations for the longer-term will be supported through anticipated growth in revenues and through additional sales of our securities. Although longer-term financing requirements may vary depending upon our sales performance, management expects that we will require additional financing of $3 million to $5 million for fiscal 2026. We have no binding commitments or arrangements for additional financing, and there is no assurance that management will be able to obtain any additional financing on terms acceptable to us, if at all.
Statement of Cash Flows
The Company had cash of $9,409 (2024 - $11,718) as of December 31, 2025.
The decrease in cash and cash equivalents during the year ended December 31, 2025 was primarily due to cash used in operating activities during the fiscal year.
Cash Flow used in Operating Activities
Cash and cash equivalents provided by operating activities were $6,866 (2024 - $146,542) for the year ended December 31, 2025. Operating activities were affected by the change in non-cash working capital balances because of the increase in accounts payable and accrued expenses of $30,918 and an increase in accounts payable and accrued expenses due to related parties of $290,051.
Reverse Stock Split
At the Company’s Annual General Meeting held on October 15, 2025, the Company’s shareholders approved a proposal authorizing the Company’s Board of Directors (the “Board”) to amend the Company’s Articles of Incorporation to effect a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio ranging from 1-for-2 to 1-for-10. The proposal granted the Board discretion to determine the final reverse stock split ratio, as well as the timing and implementation of the reverse stock split, if at all.
If implemented, the reverse stock split would combine the issued and outstanding shares of the Company’s common stock into a smaller number of shares, with each stockholder maintaining the same proportional ownership interest in the Company, subject to the treatment of fractional shares. The reverse stock split would affect all holders of the Company’s common stock uniformly and would not alter any stockholder’s relative voting power or ownership percentage, except for adjustments that may result from the treatment of fractional shares. [Fractional shares, if any, would be rounded up to the nearest whole share / paid out in cash / otherwise treated in accordance with the terms determined by the Board.]
The primary purpose of the reverse stock split would be to increase the per-share market price of the Company’s common stock, which could help the Company meet or maintain certain stock exchange listing requirements and potentially improve the marketability and liquidity of the Company’s common stock. However, there can be no assurance that the reverse stock split, if implemented, would have the intended effects, including maintaining compliance with applicable listing standards or improving the market price or trading activity of the Company’s common stock.
If the reverse stock split is implemented, the number of issued and outstanding shares of common stock would be reduced in accordance with the selected ratio. The reverse stock split would also result in a proportional adjustment to the number of shares of common stock issuable upon the exercise or conversion of the Company’s outstanding equity awards, warrants, options, and other convertible securities, as well as a proportional adjustment to the applicable exercise or conversion prices. The par value of the Company’s common stock would remain unchanged. [The number of authorized shares of common stock would remain unchanged / would be adjusted proportionally, as applicable.]
As of the date of this Annual Report on Form 10-K, the Board has not determined whether to implement the reverse stock split, nor has it determined the ratio or timing of any such action. The Board retains the discretion to abandon the reverse stock split entirely if it determines that implementing the reverse stock split would not be in the best interests of the Company and its shareholders.
Off-Balance Sheet Arrangements
As of fiscal 2025 we have no off-balance sheet arrangements.
| Quantitative and Qualitative Disclosure About Market Risk. |
As a smaller reporting issuer, the Company is not required to provide the information under this Item.
| Financial Statements and Supplementary Data. |
The financial statements and supplementary financial information required to be filed under this item are presented on pages F-1 through F-14 of this Report and are included.
OCULUS INC. (FORMERLY OCULUS VISIONTECH, INC) AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
OCULUS INC. (FORMERLY OCULUS VISIONTECH, INC.) AND SUBSIDIARY
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
| 35 | |
| Report of Independent Registered Public Accounting Firm - [ | 36 |
| Consolidated Financial Statements: | |
| 38 | |
| Consolidated Statements of Operations and Comprehensive Loss | 39 |
| 40 | |
| 41 | |
| 42-51 |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
| CONSOLIDATED BALANCE SHEETS |
| (Stated in US Dollars) |
| December 31, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses and other current assets (Note 4) | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' DEFICENCY | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued expenses (Note 5) | $ | $ | ||||||
| Accounts payable and accrued expenses – related parties | ||||||||
| Total Current Liabilities | ||||||||
| Stockholders’ Deficiency: | ||||||||
| Preferred stock - par value; authorized shares, issued | ||||||||
| Common stock and additional paid-in capital - par value; authorized shares, issued and outstanding and | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Stockholders' Deficiency: | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders' Deficiency | $ | $ | ||||||
The accompanying notes form an integral part of these consolidated financial statements.
| CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS |
| (Stated in US Dollars) |
| For the Years Ended December 31, | 2025 | 2024 | ||||||
| Expenses: | ||||||||
| Consulting (Note 13) | $ | $ | ||||||
| Research and development (Note 10) | ||||||||
| Selling, general and administrative (Notes 9 and 13) | ||||||||
| Share-based compensation (Notes 7 and 13) | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Interest income | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Other comprehensive loss | ||||||||
| Currency translation differences | ( | ) | ||||||
| Total comprehensive loss | $ | ( | ) | $ | ( | ) | ||
| Net loss per share – basic and diluted | $ | ) | $ | ( | ) | |||
| Weighted average number of common shares outstanding – basic and diluted | ||||||||
The accompanying notes form an integral part of these consolidated financial statements.
| CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY |
| (Stated in US Dollars) |
| Common Stock and Additional Paid in Capital | ||||||||||||||||||||||||
| Shares | Amount | Additional Paid In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Stockholders’ Deficiency | |||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||
| Currency translation differences | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance at December 31, 2024 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Currency translation differences | - | ( | ) | ( | ) | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
The accompanying notes form an integral part of these consolidated financial statements.
| CONSOLIDATED STATEMENTS OF CASH FLOWS |
| (Stated in US Dollars) |
| Years ended December 31, | 2025 | 2024 | ||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Add back non-cash share-based compensation | ||||||||
| 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 | ( | ) | ||||||
| Increase (decrease) in accounts payable and accrued expenses | ( | ) | ||||||
| Increase in accounts payable and accrued expenses due to related parties | ||||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| Effect of foreign currency translation on cash | ( | ) | ||||||
| Net decrease in cash | ( | ) | ( | ) | ||||
| Cash at beginning of year | ||||||||
| Cash at end of year | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid during the year for interest | $ | $ | ||||||
| Cash paid during the year for income taxes | $ | $ | ||||||
The accompanying notes form an integral part of these consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025 and 2024
(Stated in US Dollars)
| 1. | BASIS OF PRESENTATION AND BUSINESS |
The accompanying consolidated financial statements include the accounts of Oculus Visiontech Inc. (“Oculus”) and its wholly-owned subsidiary, ComplyTrust Inc. (“CTI”), (together “the Company”). 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 Company is a designer of digital watermarking services and solutions. At December 31, 2025 and for the two-year period then ended, substantially all of the Company's assets and substantially all its operations are located and conducted in the United States and Canada.
| 2. | GOING CONCERN |
These consolidated financial statements are prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses from inception and does not currently have the financial resources to sustain operations in the long-term. As shown in the financial statements, the Company has incurred a loss of $
| 3. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of consolidation
These consolidated financial statements are presented in United States dollars and have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). On March 20, 2026, the Board approved the consolidated financial statements dated December 31, 2025.
These consolidated financial statements include the financial statements of the Company and the entities controlled by the Company. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.
Control is defined as the exposure, or rights, to variable returns from involvement with an investee and the ability to affect those returns through power over the investee. Power over an investee exists when an investor has existing rights that give it the ability to direct the activities that significantly affect the investee’s returns. This control is generally evidenced through owning more than 50% of the voting rights or currently exercisable potential voting rights of a Company’s capital stock. All significant intercompany transactions and balances have been eliminated.
OCULUS INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025 and 2024
(Stated in US Dollars)
The controlled entities are listed in the following table:
| Name of Subsidiary | Country of Incorporation | Ownership Interest at December 31, 2025 | Ownership Interest at December 31, 2024 | Principal Activity | ||||||
| ComplyTrust Inc. | US/Delaware | | | Software Development | ||||||
Significant judgments, estimates and assumptions
The preparation of financial statements in accordance with U.S. GAAP requires management to make judgments, 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 period. These judgments, estimates and assumptions are regularly evaluated and are based on management’s experience and knowledge of the relevant facts and circumstances. While management believes the estimates to be reasonable, actual results could differ from those estimates and could impact future results of operations and cash flows.
The areas which require significant judgment and estimates that management has made at the financial reporting date, that could result in a material change to the carrying amounts of assets and liabilities, in the event actual results differ from the assumptions made, relate to, but are not limited to the following:
Significant judgments
| ● | the determination of functional currencies; and |
| ● | continuation as a going concern is dependent on its ability to raise capital and attain profitable operations. In the foreseeable future, the Company will have to rely on the issuance of shares or the exercise of options and warrants or the issuance of debt securities to fund ongoing operations. The ability of the Company to raise capital will depend on market conditions; it may not be possible for the Company to raise capital on acceptable terms or at all. |
Cash
Cash includes cash on hand, and deposits held at call with financial institutions.
Impairment of long-lived assets and long-lived assets to be disposed of
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount and the fair value less costs to sell.
OCULUS INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025 and 2024
(Stated in US Dollars)
Research and development
Expenditure on research activities is recognized on the consolidated statements of operations and comprehensive loss as incurred. Development expenditures are capitalized as part of the cost of the resulting intangible asset only if the expenditures can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company intends to and has sufficient resources to complete development and to use or sell the asset. Management determined that as at December 31, 2025 it was not yet able to demonstrate with sufficient certainty that it is probable that any economic benefits will flow to the Company. Accordingly, all research and development costs incurred to date have been expensed.
Intangible asset
Identifiable intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is valued at fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses.
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment annually whenever there is an indication that the intangible asset may be impaired. The amortization period and method for an intangible asset with a finite useful life are reviewed at least at each financial year-end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is recognized in profit or loss.
Intangible assets with indefinite lives are measured at cost less any accumulated impairment losses. These intangible assets are tested for impairment on an annual basis and more frequently if there are indicators that intangible assets may be impaired.
Income taxes
The Company accounts for income taxes under the asset and liability method. Current income taxes are the expected taxes payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to taxes payable in respect of previous years. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under the asset and liability method, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that some portion or the entire deferred tax asset will not be recognized.
Net loss per share
Basic loss per share is calculated using the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if securities or contracts that may require the issuance of common shares in the future were converted, unless the impact is anti-dilutive. For the year ended December 31, 2025 and 2024, this calculation proved to be anti-dilutive, and therefore the Company’s (2024 -
OCULUS INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025 and 2024
(Stated in US Dollars)
Stock-based compensation
The Company follows the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Section 718 “Compensation - Stock Compensation”, which establishes accounting for equity-based compensation awards to be accounted for using the fair value method. Equity-settled share-based payment arrangements are initially measured at fair value at the date of grant and recorded within shareholders’ equity. Arrangements considered to be cash-settled are initially recorded at fair value and classified as accrued liabilities, and subsequently re-measured at fair value at each reporting date. The Company’s stock option plan is an equity-settled arrangement.
The fair value at grant date of all share-based payments is recognized as compensation expense over the period for which benefits of services are expected to be derived, with a corresponding credit to shareholders’ equity or accrued liabilities depending on whether they are equity-settled or cash-settled. The Company estimates the fair value of stock options granted using the Black-Scholes option pricing model and estimates the expected forfeiture rate at the date of grant.
Functional currency
The Company’s consolidated financial statements are presented in U.S. dollars, which is the Company’s reporting currency. The functional currency of Oculus is the Canadian (“CAD” or “C”) dollar and the functional currency of CTI is the U.S. dollar.
In accordance with ASC 830, Foreign Currency Matters, for companies that have a functional currency other than the US dollar, the Company translates the assets and liabilities into U.S. dollars using the rate of exchange prevailing at the balance sheet date and the statements of operations and comprehensive loss and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation from CAD into U.S. dollars are recorded in shareholders' equity as part of accumulated other comprehensive (income) loss.
Foreign currency transactions are translated into the functional currency of the respective currency of the entity or division, using the exchange rates prevailing at the dates of the transactions (spot exchange rate). Foreign exchange gains and losses resulting from the settlement of such transactions and from the re-measurement of monetary items denominated in foreign currency at period-end exchange rates are recognized in profit or loss. Non-monetary items that are not re-translated at period end are measured at historical cost (translated using the exchange rates at the transaction date), except for non-monetary items measured at fair value, which are translated using the exchange rates as at the date when fair value was determined. Gains and losses are recorded in the statement of operations and comprehensive loss.
Recently adopted accounting pronouncements
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This standard requires disclosure of additional information about specific expense categories in the notes to financial statements on an annual and interim basis. This ASU becomes effective for annual periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. We are currently assessing the impact of this ASU.
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Reportable Segment Disclosures.” This standard enhances disclosures related to income taxes, including the rate reconciliation and information on income taxes paid. This ASU becomes effective for annual periods beginning after December 15, 2024. There was no material impact of this ASU to the financial statements.
In November 2023, the FASB issued ASU No. 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This standard requires disclosure of significant segment expenses and other segment items by reportable segment. We adopted ASU No. 2023-07 effective December 31, 2024.
OCULUS INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025 and 2024
(Stated in US Dollars)
| 4. | PREPAID EXPENSES AND OTHER CURRENT ASSETS |
Prepaid expenses and other current assets consist of the following:
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Prepaid expenses | $ | $ | ||||||
| Tax Receivable – Canadian GST | ||||||||
| $ | $ | |||||||
| 5. | ACCOUNTS PAYABLE AND ACCRUED EXPENSES |
Accounts payable and accrued expenses consist of the following:
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Accounts payable | $ | $ | ||||||
| Accrued fees and expenses | ||||||||
| $ | $ | |||||||
| 6. | COMMON STOCK |
The Company has
The Company has authorized the issuance of
As of December 31, 2025, there were common shares held in escrow.
| 7. | OMNIBUS EQUITY INCENTIVE COMPENATION PLAN |
As of December 31, 2025, the Company’s Omnibus Equity Incentive Plan approved by the Board on August 9, 2024 (the “Omnibus Plan”), which was most recently approved by Stockholders at the Company’s annual stockholder meeting held on September 30, 2024.
Under the Omnibus Plan, the maximum number of Shares issuable at any time pursuant to outstanding awards will be equal to: (a)
OCULUS INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025 and 2024
(Stated in US Dollars)
The maximum number of common shares for which awards may be issued to any one participant in any
Further, unless disinterested shareholder approval as required by the policies of the Exchange is obtained: (i) the maximum number of Common Shares for which Awards may be issued to insiders of the Company (as a group) at any point in time shall not exceed
During the year ended December 31, 2025, the Company did grant any stock options and recorded (2024 - $
The changes in stock options are as follows:
| Number of stock options | Weighted average exercise price (CAD) | Aggregate Intrinsic Value | ||||||||||
| Options outstanding, December 31, 2023 | $ | $ | ||||||||||
| Expired | ( | ) | - | |||||||||
| Options outstanding, December 31, 2024 | ||||||||||||
| Expired | ( | ) | - | |||||||||
| Options outstanding, December 31, 2025 | $ | $ | ||||||||||
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock for the options that were in-the-money at December 31, 2025.
As of December 31, 2025, there were options outstanding.
| 8. | WARRANTS |
The changes in warrants are as follows:
| Number of warrants | Weighted average exercise price (CAD) | Aggregate Intrinsic Value | ||||||||||
| Warrants outstanding, December 31, 2023 and 2024 | $ | $ | ||||||||||
| Expired | ( | ) | ( | ) | - | |||||||
| Warrants outstanding, December 31, 2025 | $ | $ | ||||||||||
As of December 31, 2025, there were warrants outstanding.
OCULUS INC. (FORMERLY OCULUS VISIONTECH INC.) AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025 and 2024
(Stated in US Dollars)
| 9. | SELLING, GENERAL AND ADMINISTRATIVE |
The breakdown of selling, general and administrative for the years ended December 31, 2025 and 2024 is as follows:
| 2025 | 2024 | |||||||
| Filing and regulatory fees | $ | $ | ||||||
| Professional fees | ||||||||
| Rent | ||||||||
| Office and administration | ||||||||
| $ | $ | |||||||
| 10. | RESEARCH AND DEVELOPMENT |
The breakdown of research and development costs for the years ended December 31, 2025 and 2024 is as follows:
| 2025 | 2024 | |||||||
| Software development | $ | $ | ||||||
| Business development | ||||||||
| Payroll | ||||||||
| $ | $ | |||||||
| 11. | FINANCIAL INSTRUMENTS AND RISKS |
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are described below.
Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).
OCULUS INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025 and 2024
(Stated in US Dollars)
Fair value of financial instruments
The Company has various financial instruments including cash, receivables, accounts payable and accrued liabilities and accounts payable and accrued liabilities - related parties. The carrying values of cash, receivables, accounts payable and accrued liabilities, and accounts payable and accrued liabilities - related parties approximate their fair values due to the short-term nature of these financial instruments.
The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:
Credit risk
The Company is exposed to credit risk only with respect to uncertainties as to timing and amount of collectability of receivables. The Company believes its credit risk is low because a portion of receivables are comprised of goods and services tax (GST) and other government refunds, which is recoverable from the governing body in Canada. Management does not believe the receivables are impaired. The Company doesn’t believe there is significant credit risk associated with cash as these amounts are held with major Canadian banks.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at December 31, 2025, the Company had a cash balance of $
Interest rate risk
Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The risk that the Company will realize such a loss is limited as it does not have any significant interest-bearing financial instruments.
Foreign currency risk
As at December 31, 2025 and 2024, the Company is exposed to foreign currency risk as certain monetary financial instruments are denominated in Canadian currency. The Company’s sensitivity analysis suggests that reasonably expected changes in the rates of exchange in United States would change foreign exchange gain or loss by an insignificant amount.
OCULUS INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025 and 2024
(Stated in US Dollars)
| 12. | INCOME TAXES |
A reconciliation of income taxes at statutory rates with the reported taxes is as follows:
| December 31, 2025 | December 31, 2024 | |||||||||||||||
| Loss before taxes for the year | $ | ( | ) | $ | ( | ) | ||||||||||
| Federal and State tax rate | % | % | ||||||||||||||
| Expected income tax (recovery) | $ | ( | ) | $ | ( | ) | ||||||||||
| Effect of change in tax rates | ||||||||||||||||
| Adjustment to prior years provision | ( | ) | ||||||||||||||
| Change in valuation allowance | ||||||||||||||||
| Total income taxes | $ | $ | ||||||||||||||
| Current income tax | $ | $ | ||||||||||||||
| Deferred tax recovery | $ | $ | ||||||||||||||
The significant components of the Company’s deferred tax assets that have not been included on the consolidated statement of financial position are as follows:
| December 31, 2025 | December 31, 2024 | |||||||
| Research and development | $ | $ | ||||||
| Non-capital losses | $ | $ | ||||||
| $ | $ | |||||||
| Unrecognized deferred tax assets | ( | ) | ( | ) | ||||
| Net deferred tax assets | $ | $ | ||||||
The significant components of the Company’s temporary differences, unused tax credits and unused tax losses that have not been included on the consolidated statement of financial position are as follows:
| 2025 | Expiry Date Range | 2024 | Expiry Date Range | |||||||||||
| Temporary Differences | ||||||||||||||
| Research and development | $ | No expiry date | $ | No expiry date | ||||||||||
| Non-capital losses available for future periods | $ | 2023 to indefinite | $ | 2023 to indefinite | ||||||||||
| Canada | $ | 2025 to 2037 | $ | 2025 to 2037 | ||||||||||
| USA | $ | No expiry date | $ | No expiry date | ||||||||||
OCULUS INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025 and 2024
(Stated in US Dollars)
| 13. | RELATED PARTIES |
Related parties include the Board of Directors, officers, close family members and enterprises that are controlled by these individuals as well as certain persons performing similar functions.
The Company defines its key management as the Board of Directors, Chief Executive Officer, President, and Chief Financial Officer. Remuneration of directors and key management personnel of the Company was as follows:
| Years ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Consulting | $ | $ | ||||||
| Selling general and administrative | ||||||||
| $ | $ | |||||||
The Company for the years ended December 31, 2025 and 2024 reimbursed a related party $
| 14. | OPERATING LEASES |
The Company has one operating lease with unrelated third parties for office space at Vancouver, Canada.
The lease at the Vancouver, Canada location is on a month-to-month basis with monthly rental payments of $
| SEGMENTED INFORMATION |
The Company currently operates in a single reportable operating segment. All of the Company’s assets and expenditures are located in the United States. Since the Company does not have any revenue producing activities, there is no segment information by revenues.
| Control and Procedures |
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as of the end of the period covered by this report.
In designing and evaluating our disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
No system of controls can prevent errors and fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur. Controls can also be circumvented by individual acts of some people, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with its policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Subject to the limitations above, management believes that the consolidated financial statements and other financial information contained in this report, fairly present in all material respects our financial condition, results of operations, and cash flows for the periods presented.
Based on the evaluation of the effectiveness of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) were not effective as a result of the weaknesses in the design of our internal control over financial reporting.
Based upon their evaluation of our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer have concluded that our internal controls over financial reporting are ineffective. The material weaknesses in our internal controls related to a lack of segregation of duties due to inadequate staffing within our accounting department and upper management, the assignment of authority and responsibility, lack of consistent policies and procedures, inadequate monitoring controls and inadequate disclosure controls.
There were no changes in our internal controls that occurred during the period covered by this report that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.
We are committed to improving our financial organization. As part of this commitment, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to our company.
In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result in proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support our company if personnel turn over issues within the department occur.
We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit our company to provide only management's report in this annual report.
| Other Information |
applicable
| Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
Not applicable
| Directors and Executive Officers of the Registrant. |
Our current directors and executive officers and their respective ages as of March 20, 2026, are as follows:
| Name and Province or State | Age | Position | Period of Service |
| Rowland Perkins | 73 | Director, President and Chief Executive Officer | Since 2005 |
| Anton J. Drescher 1 | 69 | Director, Chief Financial Officer and Corporate Secretary | Since 1994 |
| Fabrice Helliker, | 58 | Director | Since 2020 |
| Maurice Loverso 1 | 65 | Director | Since 2003 |
| Tom Perovic | 73 | Director | Since 2011 |
| Ron Wages 1 | 63 | Director | Since 2011 |
Note:
| 1 | Member of audit committee. |
Rowland Perkins – President, Chief Executive Officer and Director
Mr. Perkins was formerly the President & Chief Executive Officer of ebackup Inc. (2001-2015) (a private corporation), a digital cloud data service provider specializing in cloud services, data backup and business continuity. Mr. Perkins has over 45 years of business experience and 30 years with various public companies. Mr. Perkins is a former director of one other publicly trade company: Corvus Gold Inc, since August 2010 to 2021. Mr. Perkins was also a former director of Xiana Mining Inc. (TSXV) from 2011 to 2018, of International Tower Hill Mines Ltd. from 2005 to 2010, of Blue Rhino Capital Corp. in 2020 to 2021, and of Lamaska Capital Corp in 2020 to 2021. Mr. Perkins has a degree in Economics from the University of Manitoba.
Anton J. Drescher - Chief Financial Officer, Secretary and Director
Mr. Drescher has been a Chartered Professional Accountant, Certified Management Accountant since 1981. He is currently involved with several public companies including as: a director (since 1991) of International Tower Hill Mines Ltd., a public mining company listed on the TSX and the NYSE-MKT; a director (since 1996) and Chief Financial Officer (since 2012) of Xiana Mining Inc., a public mineral exploration company listed on the TSXV/NEX; a director (since 2007) and the Chief Financial Officer of Oculus Inc., a public company involved in watermarking of film and data listed on the TSXV and the OTC Bulletin Board; a director (since 2014) of CENTR Brands Corp., a public company listed on the CSE; a former director (2020-2023) of Zeb Nickle Corp. (formerly Blue Rhino Capital Corp.), a public company listed on the TSXV; a former director (2020-2021) of Lamaska Capital Corp., a public company listed on the TSXV. Mr. Drescher is also the President (since 1979) of Westpoint Management Consultants Limited, a private company engaged in tax and accounting consulting for business reorganizations, and the President (since 1998) of Harbour Pacific Capital Corp., a private company involved in regulatory filings for businesses in Canada.
Fabrice Helliker – Director
Mr. Helliker is currently an advisor to ComplyTrust Inc. (formerly OCL Technologies Corp.), and a long time executive and entrepreneur in the data protection and compliance market. He is currently the head of a software engineering division responsible for data protection automation and orchestration solutions for Hitachi Vantara, where he joined in 2012 upon the acquisition of a company he co-founded, Cofio Software. He was also a co-founder of BakBone Software, which was traded on the Toronto Exchange and later acquired by Quest Software Corp.
Maurice Loverso – Director
Mr. Loverso has been an independent director of Oculus since May 2003. He has been President of 3336298 Canada Inc. since 1996, providing financial consultation services to small capital public and private companies and has been a director of Group Intercapital Inc. since 1996, assisting a small cap venture capital firm with financial advice.
Tom Perovic –Director
Mr. Perovic has over 30 years of experience in high technology management, from research and development to high-level and top development and executive positions in businesses including automotive industry, in particular in developing and releasing autonomous driving AD Perception products , and ADAS (Advanced Driver Assistance Systems), based on AI - Machine/Deep learning models, for major OEMs, including Daimler, BMW, Toyota, Honda Ford and GM, electronics (embedded hardware, imaging/video processing based products), real-time automotive grade, functional safety compliant embedded software development, running on intelligent RTOS (Real Time Operating System), sensor fusion (camera, LiDAR, Radar, ultrasonic) data capture, and real-time processed by deep learning Neural Networks, Internet centric streaming video content (movies) watermarking products for the entertainment industry, machine vision, IP based video communications, PCB production/development equipment, professional video (TV broadcasting), Internet imaging, security video surveillance, contract manufacturing, material handling/logistics and production/distribution. He has been a co-founder, President and CTO of ASPRO Technologies, a digital security/surveillance technology start-up from 1992-2002, General Manager of Magna International Inc. and Global Director of Engineering at Magna Electronics (Magna Vectrics) from 2002 to 2018 where he was responsible for restructuring since a takeover, P/L, development strategy, operational team building and leadership, and since 2018 till present Sr. Director, Toronto Automotive Center of Excellence (TACoE), LeddarTech Inc, LiDAR high technology company. He established TACoE AI based AD/ADAS/Perception division of LeddarTech from scratch, including building the scientific, engineering, and vehicle integration and quality teams, OPEX and CAPEX. Tom has been instrumental in several technology companies M&A process.
Ron Wages –Director
Mr. Wages is an innovative and results-driven corporate professional with an impressive 30 year record of success in delivering record profit growth and solid project performance in multiple markets worldwide. He is the Director, Transmission Project Controls at Duke Energy where he leads a team of project management professionals that manage a $9B portfolio of Transmission Capital Projects. Previously, he was the founder and Chief Executive Officer of Vagues Solid State Lighting, a manufacturer of LED based lighting. He was President and General Manager of MEMScAP Inc./JDS Uniphase, a public company in the semiconductors industry. He managed the day-to-day operations for sales, marketing, manufacturing, legal and finance. Mr. Wages has a B.S. in Electrical Engineering from the University of Maryland College Park and an MBA (Honors) from the University of Houston Executive MBA Program.
The Board of Directors has no reason to believe that any nominee will not serve if elected. If any nominee is unable to serve as a director, the shares represented by all valid proxies may be voted for the election for such other person(s) as the Board may recommend, unless the Board chooses to reduce the number of directors serving on the Board. Proxies will be voted FOR each nominee unless the shareholder specifies otherwise.
The Board of Directors unanimously recommends a vote FOR the election of each of the nominees named in this Proxy Statement. Proxies solicited by the Board of Directors will be so voted unless shareholders specify otherwise on the accompanying Proxy.
Term of Office
All of our directors, when elected, hold office until the next annual meeting of our stockholders or until their successors are elected and qualified. Our officers are appointed by our Board of Directors and hold office until their successors are appointed and qualified.
Significant Employees
There are no significant employees of the Company other than our executive officers. However, our subsidiary, ComplyTrust Inc. (“CTI”), formerly OCL Technologies Corp. (“OCL”), had entered into an employment contract with Mike Johnson, who was the co-founder, President and a director of CTI, effective February 1, 2022, whereby Mr. Johnson provided product manager services for product development based on proprietary ideas developed by CTI. The term of the employment contract ended on January 31, 2023, as agreed to in writing by CTI and Mr. Johnson. Mr. Johnson was a director and officer of CTI from June 12, 2020 to January 31, 2023. From March 2017 to February 2020, Mr. Johnson was a Business Development Director with the Archival Solutions Division at Sony Electronics where he provided clarity and thought-leadership for introduction of PetaByte-class enterprise storage solutions to the autonomous vehicle/IoT, big data and high-performance compute markets worldwide. Mr. Johnson obtained and undergraduate degree in Audio Engineering from SoundMaster Institute located in Hollywood, California in 1980, and obtained undergraduate degrees in Business and Computer Science from Fullerton College located in Fullerton, California in 1984. Subsequent to Mr. Johnson’s resignation, Anton J. Drescher will act as the interim President and CEO while the Company initiates plans to build out a new CTI executive leadership team focused on continued software development, new customers acquisition and revenue generation.
Family Relationships
There is no family relationship between any of our executive officers or directors.
Involvement in Certain Legal Proceedings
Except as disclosed in this proxy statement, during the past ten years none of the following events have occurred with respect to any of our directors and officers:
| 1. | A petition under any legislation relating to bankruptcy laws or insolvency laws was filed by or against, or a receiver, fiscal agent or similar officer was 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; |
| 2. | Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| 3. | Such person 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, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance 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 applicable securities legislation, whether federal, state or provincial or any applicable commodities legislation; |
| 4. | Such person 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 in paragraph (3)(i) above, or to be associated with persons engaged in any such activity; |
| 5. | Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; |
| 6. | Such person 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; |
| 7. | Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: |
| i. | Any Federal or State securities or commodities law or regulation; or |
| ii. | Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or |
| iii. | Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| 8. | Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the U.S. Securities Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
There are currently no legal proceedings to which any of our directors or officers is a party adverse to us or in which any of our directors or officers has a material interest adverse to us.
Code of Business Conduct and Ethics
The company has adopted and operates under a strict code to conduct its affairs in accordance with all applicable laws, rules and regulations of the countries in which it does business. This Code of Business Conduct (“Code”) applies to the Company’s officers, directors, non-employee directors and contractors, and includes the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. This Code is the Company’s “code of ethics” and is designed to promote:
| • | honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
| • | full, fair, accurate, timely and understandable disclosure in the reports and documents the Company files with, or submits to, the U.S. Securities and Exchange Commission and in other public communications made by the Company; |
| • | compliance with applicable governmental laws, rules and regulations; |
| • | the prompt internal reporting to the appropriate person of violations of this Code; and |
| • | accountability for adherence to this Code. |
The company has established standards for behavior that affects the Company, officers, directors, contractors and future employees that should pattern their daily performance in compliance with those standards.
This Code covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide you. Corporate policies and procedures provide details pertinent to many of the provisions of the Code.
For more details, please refer to Exhibit A, Code of Business Conduct and Ethics.
Executive Officers and Directors of the Company:
Audit Committee
The Audit Committee of the Board of Directors consists of Maurice Loverso, Anton J. Drescher and Ron Wages, who serves as Chairman. The Board of Directors had determined that each Audit Committee member has sufficient knowledge in financial and accounting matters to serve on the Committee and that Anton J. Drescher is an “audit committee financial expert” as defined by SEC rules.
The Audit Committee meets with our independent auditors at least quarterly to discuss the results of the annual audit or interim periodic reviews and to review the financial statements; appoints the independent auditors to be retained; oversees the independence of the independent accountants; evaluates the independent auditors’ performance; approves fees paid to independent auditors and receives and considers the independent auditors’ comments as to controls, adequacy of staff and management performance and procedures in connection with audit and financial controls. The Audit Committee met informally by telephone conference during fiscal 2025.
The Audit Committee is primarily concerned with the effectiveness of our audits by our internal audit staff and by our independent auditors. Its duties include: (1) recommending the selection of independent auditors; (2) reviewing the scope of the audit to be conducted by them, as well as the results of their audit; (3) reviewing the organization and scope of our internal system of audit and financial controls; (4) appraising our financial reporting activities (including our Proxy Statement and Annual Report) and the accounting standards and principles followed; and (5) examining other reviews relating to compliance by employees with important policies and applicable laws. The Audit Committee operates under a written Charter adopted by the Board of Directors, a copy of which is attached to this Proxy Statement as Schedule “A”.
Compensation Committee
At present, the company does not have a formal Compensation Committee. All compensation is controlled, managed, and reviewed by the company Board of Directors. As of December 31, 2025, company executives or directors received no compensation for services rendered other than granted stock options.
| Executive Compensation |
The following table sets forth compensation awarded to, earned by or paid to Oculus's Chief Executive Officer (CEO), and to other persons serving as executive officers for the last three completed fiscal years, whose salary and bonus for such year exceeded $100,000 (collectively, the "Named Executive Officers").
| Long Term Compensation | |||||||||||||||||||||||||||||
| Summary Compensation Annual Compensation | Awards | Payouts | |||||||||||||||||||||||||||
| Name and Principal Position | Year | Salary | Bonus | Other Annual Compen- sation | Restricted Stock Award(s) | Securities Underlying Options/SARs (#)1 | LTIP Payouts | All Other Compen- sation | |||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Drescher, | 2025 | -0- | -0- | 60,000 | -0- | -0- | -0- | -0- | |||||||||||||||||||||
| Anton | 2024 | -0- | -0- | 90,000 | -0- | -0- | -0- | -0- | |||||||||||||||||||||
| CFO | 2023 | -0- | -0- | 148,500 | -0- | -0- | -0- | -0- | |||||||||||||||||||||
| Perkins, | 2025 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||
| Rowland | 2024 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||
| CEO | 2023 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||
The following table sets forth certain information concerning exercises of stock options by the Named Executive Officers during the year ended December 31, 2025 and stock options held at year end.
| Aggregated Option / SAR Exercises in Last Fiscal Year and FY-End Option / SAR Values | ||||||||||||
| Number of Securities Underlying Unexercised Options / SARs at Fiscal year End December 31, 2025 | Value of Unexercised In-the- Money Options / SARs at Fiscal Year End ($) | |||||||||||
| Name | Shares Acquired on Exercise (#)1 | Value Realized ($) | Exercisable/ Unexercisable | Exercisable/ Unexercisable | ||||||||
| Drescher, Anton | Nil | -0- | Nil / Nil | -0- | / | -0- | ||||||
| Perkins, Rowland | Nil | -0- | Nil / Nil | -0- | ||||||||
Compensation of Directors
Directors receive no compensation for their service as such.
The following table sets forth compensation awarded to, earned by or paid to Oculus's directors for the last three completed fiscal years.
| Long Term Compensation | |||||||||||||||||||||||||||||
| Summary Compensation Annual Compensation | Awards | Payouts | |||||||||||||||||||||||||||
| Name and Principal Position | Year | Salary | Bonus | Other Annual Compen- sation | Restricted Stock Award(s) | Securities Underlying Options/SARs (#)1 | LTIP Payouts | All Other Compen- sation | |||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Loverso, | 2025 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||
| Maurice | 2024 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||
| Director | 2023 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||
| Pervic, | 2025 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||
| Tom | 2024 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||
| Director | 2023 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||
| Wages | 2025 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||
| Ron | 2024 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||
| Director | 2023 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||
| Helliker | 2025 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||
| Fabrice | 2024 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||
| Director | 2023 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||
The following table sets forth certain information concerning exercises of stock options by directors during the year ended December 31, 2025 and stock options held at year end.
| Aggregated Option / SAR Exercises in Last Fiscal Year and FY-End Option / SAR Values | ||||||||||||
| Number of Securities Underlying Unexercised Options / SARs at Fiscal year End December 31, 2025 | Value of Unexercised In-the- Money Options / SARs at Fiscal Year End ($) | |||||||||||
| Name | Shares Acquired on Exercise (#)1 | Value Realized ($) | Exercisable/ Unexercisable | Exercisable/ Unexercisable | ||||||||
| Loverso, Maurice | Nil | -0- | Nil / Nil | -0- | / | -0- | ||||||
| Pervic, Tom | Nil | -0- | Nil / Nil | -0- | / | -0- | ||||||
| Wages, Ron | Nil | -0- | Nil / Nil | -0- | / | -0- | ||||||
| Helliker, Fabrice | Nil | -0- | Nil / Nil | -0- | / | -0- | ||||||
Employment Contracts
We do not have an employment contract with Mr. Rowland Perkins and Anton Drescher. We have no obligation to provide any compensation to Mr. Perkins or any other Named Executive Officer in the event of his resignation, retirement or termination, or a change in control of our company, or a change in any Named Executive Officers' responsibilities following a change in control.
We may in the future create retirement, pension, profit sharing and medical reimbursement plans covering our Executive Officers and Directors.
| Security Ownership of Certain Beneficial Owners and Management. |
The following table sets forth information regarding the beneficial ownership of our common stock as of March 20, 2026, by:
| ● |
each person who is known by us to beneficially own more than 5% of our shares of common stock; and |
| ● |
each executive officer, each director and all of our directors and executive officers as a group. |
The number of shares beneficially owned and the related percentages are based on 91,422,569 shares of common stock outstanding as of March 20, 2026.
For the purposes of the information provided below, Common Shares that may be issued upon the exercise or conversion of stock options, warrants and other rights to acquire shares of our common stock that are exercisable or convertible within 60 days following December 31, 2025, when there were deemed to be 91,422,569 shares of common stock (“Common Shares”) of the Company outstanding and beneficially owned by the stockholders for the purpose of computing the number of Common Shares and percentage ownership of each holder are reported below, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.
| Name and Address of Beneficial Owner (1) |
Amount and Nature of |
Percentage of |
||
| Directors and Officers: |
||||
| Anton J. Drescher, Chief Financial Officer, Corporate Secretary and Director |
21,804,540(2) | 23.85% | ||
| Maurice Loverso, Director |
Nil |
Nil |
||
| Rowland Perkins, President, Chief Executive Officer and Director |
600,000(3) | 0.66% | ||
| Tom Perovic, Director |
1,895,000(4) | 2.07% | ||
| Ron Wages, Director |
200,000(5) | .22 | ||
| Fabrice Helliker, Director c/o #507, 837 West Hastings Street |
325,000(6) | .35 | ||
| All directors and executive officers as a group (6 persons) |
24,824,540 | 27.15% |
Notes:
| * |
Less than one percent. |
| (1) |
Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of such security; and (ii) investment power, which includes the power to dispose or direct the disposition of the security. Certain shares of common stock may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares of common stock are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares of common stock outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of common stock of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding as of the date of this Proxy Statement. As of March 20, 2026, there were 91,422,569 shares of common stock of the Company issued and outstanding. |
| (2) |
This figure represents 13,804,540 shares of common stock held directly by Anton J. Drescher. |
| (3) |
This figure represents 8,600,000 shares of common stock held directly by Rowland Perkins. |
| (4) |
This figure represents (i) 1,800,000 shares of common stock held by 4C Inc., an entity controlled by Tom Perovic, and (ii) 95,000 shares of common stock held directly by Mr. Perovic. |
| (5) |
This figure represents 200,000 shares of common stock held directly by Ron Wages. |
| (6) |
This figure represents 325,000 shares of common stock held by 14D9OCL LLC, an entity in which Fabrice Helliker has a 20% ownership interest. |
| Name |
Shares Owned |
Percentage of Class |
|||||
| N/A | -0- | 0.00% | |||||
| Person known to us to beneficial own more than 5% |
-0- | 0.00% |
| Certain Relationships and Related Transactions. |
The Company for the years ended December 31, 2025 and 2024 reimbursed a related party $62,504 and $63,546, respectively, for selling, general and administrative expenses paid on behalf of the Company. The Company incurred $60,000 (2024 - $90,000) of consulting fees accrued to a company controlled by a director of the Company for the years ended December 31, 2025 and 2024.
| Principle Accountant Fees and Services |
Audit and Non-Audit Fees
The following table presents fees for the professional audit services rendered by Davidson and Company LLP, for the audit of our annual financial statements for the years ended December 31, 2025 and 2024.
| Year ended December 31 |
2025 |
2024 |
||||||
| Audit fees |
$ | 22,400 | $ | 22,400 | ||||
| Audit-related fees |
- | - | ||||||
| Tax fees |
8,500 | 8,500 | ||||||
| All other fees |
- | - | ||||||
| Total |
$ | 30,900 | $ | 30,900 | ||||
The Audit Committee reviews all audit and non-audit related fees at least annually. The Audit Committee pre-approved all audit and non-audit related services in fiscal 2025 and 2024.
| Exhibits and Financial Statements Schedules |
| 3.1 |
| 3.2 |
| 3.3 |
The following exhibits are filed as part of this Annual Report.
| 3.4 |
| 3.5 |
| 3.6 |
| 3.7 |
| 3.8 |
| 3.9 |
Bylaws (incorporated by reference from Exhibit 3.7 to the registrant's Form 10). |
| 4.3 |
Share Option Plan (incorporated by reference from Exhibit 4.3 to the registrant's Form 10). |
| 10.4 |
| 21. |
Subsidiaries of the Registrant: |
| Name |
State of Incorporation |
Status |
| USA Video (California) Corporation |
Nevada |
Dissolved |
| USA Video Corporation |
Texas |
Dissolved |
| Old Lyme Video Productions Inc. |
Wyoming |
Dissolved |
| USA Video Technology Corporation |
Wyoming |
Dissolved |
| USVO, Inc. |
Connecticut |
Dissolved |
| ComplyTrust® Inc. (Formerly OCL Technologies Corp.) |
Delaware |
Active |
| 31.1 |
| 31.2 |
| 32.1 |
| 32.2 |
| 101.INS |
Inline XBRL Instance Document |
| 101.SCH |
Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 |
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
| Form 10-K Summary |
None.
Pursuant to the requirements of Section 13 or 15(d) 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 INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dated: March 20, 2026 |
|
By: /s/ Rowland Perkins |
|
|
|
|
Rowland Perkins |
|
|
|
|
Chief Executive Officer (Principal Executive Officer) |
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature |
Title |
Date |
|||
| /s/ Rowland Perkins |
Chief Executive Officer (Principal Executive Officer), Director |
March 20, 2026 |
|||
| Rowland Perkins |
|||||
| /s/ Anton J. Drescher |
Chief Financial Officer, (Principal financial officer and principal accounting officer), Director |
March 20, 2026 |
|||
| Anton J. Drescher |
|||||
| /s/ Maurice Loverso |
Director |
March 20, 2026 |
|||
| Maurice Loverso |
|||||
| /s/ Tom Perovic |
Director |
March 20, 2026 |
|||
| Tom Perovic |
|||||
| /s/ Ron Wages |
Director |
March 20, 2026 |
|||
| Ron Wages |
|||||
| /s/ Fabrice Helliker |
Director |
March 20, 2026 |
|||
| Fabrice Helliker |