OCA Inc SC 13D/A 2 09-06-2006
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Amendment No. 2

OCA, INC.
(Name of Issuer)

COMMON STOCK
(Title of Class of Securities)

67083Q101
(CUSIP Number)

PAUL V. BURGON
NIGHTWATCH CAPITAL MANAGEMENT, LLC
3311 NORTH UNIVERSITY AVENUE, SUITE 200
PROVO, UTAH 84604
TELEPHONE: (801) 805-1300

(Name, address and telephone number of person
authorized to receive notices and communications)


September 6, 2006
(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

*     The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
13D
CUSIP No. 67083Q101

 
(1)
NAME OF REPORTING PERSON
 
 
 
 
 
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
 
 
NightWatch Capital Management, LLC
 
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
 
 
 
(a)  o
(b) x
 
(3)
SEC USE ONLY
 
 
 
 
 
(4)
SOURCE OF FUNDS **
 
 
 
WC
 
 
(5)
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)            o
 
 
(6)
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
Delaware
 
 
 
 
 
 
 
(7)
SOLE VOTING POWER
 
 
NUMBER OF SHARES BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
 
1,597,029
 
 
(8)
SHARED VOTING POWER
 
 
0
 
 
(9)
SOLE DISPOSITIVE POWER
 
 
1,597,029
 
 
 
(10)
SHARED DISPOSITIVE POWER
 
 
 
0
 
 
(11)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
1,597,029
 
 
(12)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ** o
 
 
(13)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
3.2%
 
 
(14)
TYPE OF REPORTING PERSON **
 
 
 
OO
 

** SEE INSTRUCTIONS BEFORE FILLING OUT!


This Amendment No. 2 amends and supplements the Statement on Schedule 13D filed on November 1, 2005, as amended by Amendment No. 1 filed on November 23, 2005 (the “Schedule 13D”), by NightWatch Capital Management, LLC, a Delaware limited liability company, relating to the common stock of OCA, Inc., par value $.001 per share. Capitalized terms used herein and not otherwise defined in this Amendment No. 2 shall have the meanings set forth in the Schedule 13D.

ITEM 5.
INTEREST IN SECURITIES OF THE ISSUER.
 
Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a)-(b)  The securities referenced in this statement (the “Securities”) consist of 1,597,029 shares of Common Stock, representing approximately 3.2% of the 50,345,000 shares of Common Stock outstanding as of September 30, 2004, as reported by the Company in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 23, 2004. The Company reported in its Report of Unscheduled Material Events or Corporate Events on Form 8-K filed with the Securities and Exchange Commission on June 7, 2005, that it may have understated the number of outstanding shares of its Common Stock by a cumulative maximum amount of approximately 500,000, in which event the Securities would represent as low as approximately 3.1% of the aggregate outstanding Common Stock of the Company.

Pursuant to Advisory Agreements with NWCP, NWCP II and GMS, and acting through its managing member, NWCG, NWCA has the sole power to vote or direct the vote and to dispose or to direct the disposition of the Securities. Accordingly, NWCA may be deemed to be the beneficial owner of the Securities. Acting through its managing member, NWM, and in its capacity as the managing member of NWCA, NWCG has the sole power to vote or to direct the vote and to dispose or to direct the disposition of the Securities. Accordingly, NWCG may be deemed to be the beneficial owner of the Securities. Acting through its managing member, JFNM, and in its capacity as the managing member of NWCG, NWM has the sole power to vote or to direct the vote and to dispose or to direct the disposition of the Securities. Accordingly, NWM may be deemed to be the beneficial owner of the Securities. Acting through its managing member, Mr. Nemelka, and in its capacity as the managing member of NWM, JFNM has the sole power to vote or to direct the vote and to dispose or to direct the disposition of the Securities. Accordingly, JFNM may be deemed to be the beneficial owner of the Securities. In his capacity as managing member of JFNM, Mr. Nemelka has the sole power to vote or to direct the vote and to dispose or to direct the disposition of the Securities. Accordingly, Mr. Nemelka may be deemed to be the beneficial owner of the Securities. The Item 2 Persons expressly declare that the filing of this Amendment No. 2 shall not be construed as an admission that they are, for the purpose of Section 13(d) or 13(g) of the Securities and Exchange Act of 1934, the beneficial owners of the Securities.

(c)   All transactions in the Common Stock effected by the Item 2 Persons since the most recent filing on Schedule 13D were effected in open market transactions and are set forth below on Annex A attached hereto and made a part hereof.

(d)   Not Applicable.

(e)   Not Applicable.

 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this Amendment No. 2 is true, complete and correct.
 
 
 
 
  
 
NIGHTWATCH CAPITAL MANAGEMENT, LLC
  
       
Dated: September 15, 2006
By:  
/s/ Paul V. Burgon
  
 
Name:   
Paul V. Burgon
  
 
Title:
Chief Financial Officer
  


Annex A
 
Item 2
Person
  
Buy/Sell
  
Date
  
Shares
  
Price per
share
GMS
  
Sell
  
8/30/2006
  
217,376
  
$.06
GMS
  
Sell
  
8/31/2006
  
105,000
  
$.04
NWCP II
  
Sell
  
9/6/2006
  
320,867
  
$.04
NWCP
  
Sell
  
9/6/2006
  
465,728
  
$.04