Public Company Management (OTC: PCMC) plans 80% stock deal with Physicians
Public Company Management Corporation reports that it remains a non‑operating shell with no revenues for the three and nine months ended June 30, 2026 and a net loss of $115,690 for the nine‑month period, compared with a loss of $67,356 a year earlier. General and administrative expenses more than doubled year over year to $117,498, driven largely by higher professional fees.
Liquidity is very limited: cash was $6,692 and total assets were $6,692 at June 30, 2026, against current liabilities of $329,543, resulting in a working capital deficit of $322,851. The company carries a related‑party note payable to Specialty Capital Lenders LLC of $279,484, maturing December 31, 2026, after a February 2026 restructuring that reduced principal and eliminated previously accrued interest.
Auditors and management highlight substantial doubt about the company’s ability to continue as a going concern, and management concludes that disclosure controls and internal control over financial reporting are not effective. To address its status as a shell, the company has signed a Share Exchange Agreement to acquire Physicians Capital Management Corporation, a healthcare real estate platform. If completed, Physicians’ shareholders are expected to own about 80% of the combined company through 68,566,368 new common shares and 24,913,918 preferred shares, significantly diluting current holders.
Positive
- Transformational business combination planned: PCMC signed a Share Exchange Agreement to acquire Physicians Capital Management Corporation, a healthcare real estate platform, which would give the combined company an operating business and end its shell status if the transaction closes.
Negative
- Severe going concern risk: an accumulated deficit of $5,851,867, working capital deficit of $322,851, no revenues, and reliance on related‑party funding raise substantial doubt about the company’s ability to continue as a going concern.
- Significant dilution from proposed deal: Physicians’ shareholders are expected to own approximately 80% of the combined company post‑closing via 68,566,368 new common shares and 24,913,918 preferred shares, sharply reducing existing holders’ ownership and voting power.
- Material internal control weaknesses: management, supported by an outside CPA, determined that internal control over financial reporting and disclosure controls were not effective for the quarter, following earlier restatements of prior‑period results.
Filing Explained
The exchange remains unclosed, but its agreed preferred-stock terms would shape voting control and later common-share conversion if completed.
Form 10-Q is an unaudited quarterly report. This filing reports that the Share Exchange Agreement signed on
The proposed securities would expand the equity structure and reduce existing holders’ percentage ownership under the filing’s stated arrangement. The Series A preferred stock is intended to provide voting control, while Series B-1 converts after 18 months into four common shares per preferred share and Series B-2 converts after 24 months into eight common shares per preferred share, subject to anti-dilution adjustments.
As of
Closing remains subject to due diligence, approvals, covenants and other conditions, with closing currently expected in the third quarter of
Key Figures
Key Terms
going concern financial
Share Exchange Agreement financial
Simple Agreements for Future Equity ("SAFEs") financial
triple-net lease financial
shell company regulatory
Super 8-K regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What were PCMC’s revenues and net loss for the nine months ended June 30, 2026?
What is PCMC’s cash position and working capital as of June 30, 2026?
What are the key terms of PCMC’s Share Exchange Agreement with Physicians Capital (PCMC)?
How will the proposed Physicians Capital transaction affect existing PCMC shareholders?
Why does PCMC face a going concern uncertainty (PCMC)?
What related-party debt obligations does PCMC have outstanding?
Are PCMC’s internal controls over financial reporting effective?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period
ended
or
For the transition period from to
Commission File Number
PUBLIC COMPANY MANAGEMENT CORPORATION
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (IRS Employer Identification No.) |
| of incorporation) |
| (Address of principal executive offices) | ( Zip Code) |
Registrant’s Telephone
Number, Including Area Code:
Securities registered pursuant to the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| OTC Market |
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 such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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 for 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, a 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 7(a)(2)(B) of the Securities Act. ¨
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
As of August 3, 2026, the registrant
had
| Page | ||
| Part I. Financial Information | ||
| Item 1. | Financial Statements | 2 |
| Balance Sheets | 2 | |
| Statements of Operations | 3 | |
| Statements of Changes in Stockholders’ Deficit | 4 | |
| Statements of Cash Flows | 6 | |
| Notes to the Unaudited Condensed Financial Statements | 7 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 14 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 17 |
| Item 4. | Controls and Procedures | 17 |
| Part II. Other Information | ||
| Item 1. | Legal Proceedings | 19 |
| Item 1A. | Risk Factors | 19 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 20 |
| Item 4. | Mine Safety Disclosures | 20 |
| Item 5. | Other Information | 20 |
| Item 6. | Exhibits | 22 |
| Signatures | 23 | |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Form 10-Q contains certain statements which are forward-looking in nature and are based on the current beliefs of our management as well as assumptions made by and information currently available to management, general trends in our operations or financial results, plans, expectations, estimates and beliefs. In addition, when used in this Form 10-Q, the words “may,” “could,” “should,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “predict,” and similar expressions and their variants, as they relate to us or our management, may identify forward-looking statements. These statements reflect our judgment as of the date of this Form 10-Q with respect to future events, the outcome of which is subject to risks. The Company has attempted to identify, in context, certain of the factors that the Company believes may cause actual future experience and results to differ materially from our current expectations, which may have a significant impact on our business, operating results, financial condition or your investment in our common stock, as described in Part I, Item 1A entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended September 30, 2025 filed on February 4, 2026, in the Form 8-K filed on July 7, 2026 and those identified in other documents that the Company may subsequently file from time to time with Securities and Exchange Commission.
The Company believes that it is important to communicate our future expectations to our investors. However, there may be events in the future, to include the Business Combination described herein, that the Company is not able to accurately predict or control and that may cause our actual results to differ materially from the expectations the Company describes in our forward-looking statements. You should not place undue reliance on forward-looking statements, which apply only as of the date of this Form 10-Q.
Except as required by applicable law, including the rules and regulations of the Securities and Exchange Commission, the Company undertakes no obligation, and expressly disclaim any duty, to publicly update or revise forward-looking statements, whether as a result of any new information, future events or otherwise. Although the Company believes the expectations reflected in the forward-looking statements are reasonable as of the date of this Form 10-Q, our statements do not guarantee future results, levels of activity, performance, or achievements, and actual outcomes and results may differ materially from those expressed in, or implied by, any of our statements.
| 1 |
PUBLIC COMPANY MANAGEMENT CORPORATION
BALANCE SHEETS
June 30, 2026 (unaudited) | September 30,
2025 * | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Note receivable | - | |||||||
| Total Current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Deficit | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accounts payable and accrued expenses - related party | ||||||||
| Accrued interest payable – related party | - | |||||||
| Note payable – related party | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ deficit | ||||||||
| Preferred Stock, | - | - | ||||||
| Common Stock, | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
| * |
The accompanying notes are an integral part of these financial statements.
| 2 |
PUBLIC COMPANY MANAGEMENT CORPORATION
STATEMENTS OF OPERATIONS
(UNAUDITED)
| For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
| June 30, | June 30, | June 30, | June 30, | |||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues | ||||||||||||||||
| Revenues | $ | - | $ | - | $ | - | $ | - | ||||||||
| Operating expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| (Loss) from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense) | ||||||||||||||||
| Interest income | - | - | - | |||||||||||||
| Interest expense | - | ( | ) | ( | ) | ( | ) | |||||||||
| Total Other Expense | - | ( | ) | ( | ) | |||||||||||
| Net (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and Diluted income (loss) per share | ||||||||||||||||
| Basic and diluted income per share | $ | ( | ) | ( | ) | $ | ( | ) | $ | ( | ) | |||||
| Weighted average number of shares outstanding basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these financial statements.
| 3 |
PUBLIC COMPANY MANAGEMENT CORPORATION
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2026 AND 2025
(UNAUDITED)
For the Three Months Ended June 30, 2026
| Preferred Stock | Common Stock | Additional Paid-In | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||
| Balances at March 31, 2026 | - | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Balances at June 30, 2026 | - | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
For the Three Months Ended June 30, 2025
| Preferred Stock | Common Stock | Additional | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Paid-In Capital | Deficit Restated | (Deficit) Restated | ||||||||||||||||||||||
| Balances at March 31, 2025 | - | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Balances at June 30, 2025 | - | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
For the Nine Months Ended June 30, 2026
| Preferred Stock | Common Stock | Additional Paid-In | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||
| Balances at September 30, 2025 | - | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Balances at June 30, 2026 | - | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| 4 |
For the Nine Months Ended June 30, 2025
| Preferred Stock | Common Stock | Additional | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Paid-In Capital | Deficit Restated | (Deficit) Restated | ||||||||||||||||||||||
| Balances at September 30, 2024 | - | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Balances at June 30, 2025 | - | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
The accompanying notes are an integral part of these financial statements.
| 5 |
PUBLIC COMPANY MANAGEMENT CORPORATION
STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For the Nine Months Ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 Restated | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Changes in operating assets and liabilities | ||||||||
| Accrued interest receivable | ( | ) | - | |||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Accounts payable and accrued expenses – related party | ( | ) | ||||||
| Accrued interest payable – related party | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Note receivable, related party | ( | ) | - | |||||
| Net cash used in investing activities | ( | ) | - | |||||
| Cash flows from financing activities | - | |||||||
| Contributed capital | - | |||||||
| Net cash used in financing activities | - | |||||||
| Net decrease in cash | ( | ) | ||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE: | ||||||||
| Interest paid | $ | - | $ | - | ||||
| Income taxes paid | $ | - | $ | - | ||||
| NON-CASH TRANSACTIONS | ||||||||
| Note receivable and accrued interest offset against Note Payable and accrued interest – related party | $ | $ | - | |||||
The accompanying notes are an integral part of these financial statements.
| 6 |
PUBLIC COMPANY MANAGEMENT CORPORATION
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JUNE 30, 2026
NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES
Nature of Business
Public Company Management Corporation ("Company”), a Nevada corporation, was formed on October 26, 2000. On October 1, 2004, MyOffiz, Inc. ("MyOffiz") entered into an Exchange Agreement with the certain controlling shareholders of GoPublicToday.com, Inc., Pubco WhitePapers, Inc., and Public Company Management Services, Inc. The Company was the holding company for, and conducted its operations through, its subsidiary companies. The terms "we" and "our" refers to the Company and its subsidiaries unless otherwise stated.
Pursuant to the Exchange Agreement,
MyOffiz acquired approximately
The Company was a management consulting firm that educated and assisted small businesses to improve their management, corporate governance, regulatory compliance, and other business processes, with a focus on capital market participation. The Company offered the following services to its clients at various stages of the business lifecycle:
| · | Educational products to improve business processes or explore entering the capital markets; |
| · | Startup consulting to early-stage companies planning for growth; |
| · | Management consulting to companies seeking to enter the capital markets via self-underwriting or direct public offering or to move from one capital market to another; and |
| · | Compliance services to fully reporting, publicly traded companies. |
The Company generated revenues primarily from consulting services that it provided to private company clients seeking to become fully reporting, publicly traded companies. The Company also generated revenue from regulatory compliance services that the Company was providing to public company clients that are required to file periodic and other reports with the Securities and Exchange Commission. The Company would be paid a flat fee for these services, which generally consisted of cash and restricted shares of the Company’s clients’ common stock.
Predicated upon the economic recession of 2008, commencing with the subprime mortgage crisis and bank crisis, a significant increase in housing foreclosures ultimately caused the stock market to crash in September 2008. At that time, and prior, the Company faced competition from a large number of consulting firms, investment banks, venture capitalists, merchant banks, financial advisors, and other similar management consulting and regulatory compliance services firms. Due to (i) the inability to raise funds in the marketplace and (ii) the intense competition in every aspect of the Company’s business, the Company was unable to operate profitably.
Basis of Preparation
The accompanying financial statements include the financial information of Public Company Management Corporation (“PCMC”, the “Company”) have been prepared in accordance with the instructions to financial reporting as prescribed by the Securities and Exchange Commission. They do not include all information and footnotes required by United States generally accepted accounting principles (US GAAP) for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements for the year ended September 30, 2025 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 4, 2026. These unaudited financial statements are condensed and should be read in conjunction with those financial statements included in the Form 10-K and interim disclosures generally do not repeat those in the annual statements. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three and nine months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending September 30, 2026.
| 7 |
Restatement of Financial Statements
The Company identified an error in its accounting related to payments made for services in the three months ended September 30, 2024, which affected the results for the three months ended December 31, 2024. Please refer to Note 9 of the Company’s financial statements for the years ended September 30, 2025 and 2024 that were included with the Company’s Form 10-K filed on February 4, 2026 for additional details regarding the restatement.
Restatement Adjustments
The Company’s accompanying restated financial statements for the nine months ended December 31, 2024 incorporate adjustments related to its general and administrative expenses. The table below presents the effect of the restatement adjustments:
| Schedule of error correction and period adjustment | ||||||||||||
Nine Months 2025 |
Adjustments | Nine Months 2025 Restated | ||||||||||
| General and administrative expenses | $ | ( | ) | $ | $ | ( | ) | |||||
| Other expense | ( | ) | - | ( | ) | |||||||
| Net income | $ | ( | ) | $ | $ | ( | ) | |||||
Net cash flows used in operating, investing and financing activities for the nine months ended June 30, 2025 did not materially change as a result of the misstatement.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
PCMC considers all highly liquid investments purchased with an original maturity of three months or less to be cash and cash equivalents.
Note Receivable
On August 30, 2025, and October 24, 2025, the
Company entered into a promissory note with Physicians Capital Management Corporation, a Maryland corporation, in connection with a short-term
financing arrangement of $
On March 31, 2026, the Company entered into a
Note Transfer and Settlement Agreement, where the Company assigned, to be effective as of February 15, 2026, this Note Receivable and
accrued interest of $
| 8 |
Stock-Based Compensation
The Company accounts for stock-based compensation
to employees in accordance with ASC 718 requiring employee equity awards to be accounted for under the fair value method. Accordingly,
share-based compensation is measured at grant date, based on the fair value of the award and is recognized as expense over the requisite
employee service period. The Company accounts for stock-based compensation to other than employees in accordance with ASU 2019-07 Equity
instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on
the fair value of the equity instruments and is recognized as expense over the service period. The Company estimates the fair value of
share-based payments using the Black-Scholes option-pricing model for common stock options and the closing price of the company’s
common stock for common share issuances.
Revenue Recognition
The core principles of revenue recognition under ASC 606 include the following five criteria:
| 1. | Identify the contract with the customer |
Contract with our customers may be oral, written, or implied. A written and signed invoice stating the terms and conditions is the Company’ preferred method. The terms of a written contract may be contained within the body of an invoice or in an email. No work is commenced without an understanding between the Company and our client that a valid contract exists.
| 2. | Identify the performance obligations in the contract |
Our sales and account management teams define the scope of services to be offered, to ensure all parties are in agreement and obligations are being delivered to the customer as promised. The performance obligation may not be fully identified in a mutually signed contract, but may be outlined in email correspondence, face-to-face meetings, additional proposals or scopes of work, or phone conversations.
| 3. | Determine the transaction price |
Pricing is discussed and identified by the operations team prior to submitting an invoice to the customer.
| 4. | Allocate the transaction price to the performance obligations in the contract |
If a contract involves multiple obligations, the transaction pricing is allocated accordingly, during the performance obligation phase.
| 5. | Recognize revenue when (or as) we satisfy a performance obligation |
The Company recognizes revenue when we satisfy a performance obligation by transferring a promised good or service to a customer.
Accounts Receivable and Allowance for Doubtful Accounts
The Company establishes an allowance for bad debts
through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial
condition of our customers. The Company does not generally require collateral for our accounts receivable. There were
Contributed capital
The Company received unsecured advances from unrelated parties for working capital which the Company has no legal obligation to repay so have been booked to additional paid-in capital.
Property and Equipment
Property and equipment are carried at the cost of acquisition or construction and depreciated over the estimated useful lives of the assets. Costs associated with repair and maintenance are expensed as incurred. Costs associated with improvements which extend the life, increase the capacity or improve the efficiency of our property and equipment are capitalized and depreciated over the remaining life of the related asset. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets.
| 9 |
Impairment of Long-Lived Assets
The Company reviews the carrying value of its
long-lived assets annually or whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset
may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected
to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an
impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value
of the long-lived asset. Fair value is determined based on either expected future cash flows at a rate we believe incorporates the time
value of money. The Company had
Basic and Diluted Net (Loss) per Share
| Schedule of basic and diluted net (loss) per share | ||||||||||||||||
| Nine | Three | Nine | Three | |||||||||||||
Months Ended | Months Ended | Months Ended | Months Ended | |||||||||||||
| June 30, | June 30, | June 30, | June 30, | |||||||||||||
| 2026 | 2026 | 2025 | 2025 | |||||||||||||
| Numerator: | ||||||||||||||||
| Net Loss attributable to common shareholders of PCMC | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Denominator: | ||||||||||||||||
| Weighted average common and common equivalent shares outstanding – basic and diluted | ||||||||||||||||
| Loss per Share attributable to PCMC | ||||||||||||||||
| Basic and Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
When an entity has a net loss, it is prohibited
from including potential common shares in the computation of diluted per share amounts. Accordingly, we have utilized basic shares outstanding
to calculate both basic and diluted loss per share for the three and nine months ended June 30, 2026 and 2025. The number of potential
anti-dilutive shares excluded from the calculation shares for the period ended June 30, 2026 is zero
Income Taxes
Uncertain tax position
The Company also follows the guidance related
to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement
benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following
an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest
benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority.
| 10 |
Fair Value of Financial Instruments
The ASC guidance for fair value measurements and disclosure establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1 Inputs – Quoted prices for identical instruments in active markets.
Level 2 Inputs – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3 Inputs – Instruments with primarily unobservable value drivers. The Company has no Level 3 Inputs.
The Company’s financial instruments consist of cash and cash equivalents, accounts payable and debt. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
Related Party Transactions
The Company follows ASC 850, Related
Party Disclosures, for the identification of related parties and disclosure of related party transactions. Related party note and
interest balances as of June 30, 2026 and September 30, 2025 were $
Research and Development
The Company incurred
Advertising Cost
The Company incurred
Depreciation
The Company had
NOTE 2 – GOING CONCERN
As shown in the accompanying financial statements,
PCMC has an accumulated deficit of $
PCMC continues to review its expense structure reviewing costs and their reduction to move towards profitability. Management plans to continue raising funds through debt and equity financing to fund expenditures or other cash requirements. There can be no assurance that additional financing will be available to the Company on acceptable terms or at all. These financial statements do not give effect to adjustments to assets that would be necessary if the Company is unable to continue as going concern.
| 11 |
NOTE 3 – NOTES PAYABLE
| Schedule of notes payable | ||||||||||||||||||
| Original | Due | Interest | June 30, | Sept 30, | ||||||||||||||
| Name | Note Date | Date | Rate | 2026 | 2025 | |||||||||||||
| Related Party: | ||||||||||||||||||
| Specialty Capital Lenders LLC – Related Party | % | - | ||||||||||||||||
| Specialty Capital Lenders LLC – Related Party | % | - | ||||||||||||||||
| TOTAL | ||||||||||||||||||
During the nine months ending June 30, 2026 and
2025, the Company had $
On September 30, 2016, the Company
issued a Promissory Note to Stephen Brock, the Company’s prior Chief Executive Officer and Director, in the principal amount of
three hundred fifty thousand dollars USD ($
On March 31, 2026, the Company entered into a
Note Transfer and Settlement Agreement, where the Company assigned, to be effective as of February 15, 2026, this Note Receivable and
accrued interest of $
As of June 30, 2026 and September 30, 2025, the
Company owed $
NOTE 4 – COMMITMENTS AND CONTINGENCIES
The Company is obligated for payments under related party accrued expenses and notes payable.
NOTE 5 – RELATED PARTY TRANSACTIONS
On August 3, 2020 Specialty Capital Lenders LLC
was assigned a $
On March 31, 2026, the Company entered into a
Note Transfer and Settlement Agreement, where the Company assigned, to be effective as of February 15, 2026, this Note Receivable and
accrued interest of $
As of June 30, 2026 and September 30, 2025, the
Company owed $
Related parties were paid consulting fees of $
| 12 |
NOTE 6 – CONTRIBUTED CAPITAL
In the nine months ended June 30, 2026 and
2025, the Company received proceeds of $nil
NOTE 7 – STOCKHOLDERS’ EQUITY
Preferred Stock
The Company has
Common Stock
The Company has
The Company issued
NOTE 8 – INCOME TAXES
The Company follows ASC 740, Accounting for Income Taxes. During 2009, there was a change in control of the Company. Under section 382 of the Internal Revenue Code such a change in control negates much of the tax loss carry forward and deferred income tax. Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry forwards. For federal income tax purposes, the Company uses the accrual basis of accounting, the same that is used for financial reporting purposes.
The Company’s effective tax rate was
Federal income tax returns have not been examined and reported upon by the Internal Revenue Service and returns of the years since September 30, 2022 are still open.
NOTE 9 – SUBSEQUENT EVENTS
On June 30, 2026, the Company entered into a Share Exchange Agreement with Physicians Capital Management Corporation (“Physicians”) pursuant to which the Company agreed to acquire all of the issued and outstanding shares of Physicians in exchange for newly issued equity securities of the Company. The transaction is subject to a number of customary closing conditions, including completion of due diligence, regulatory and corporate approvals, and satisfaction of covenants by both parties. As of the date of this report, the transaction has not closed, and there can be no assurance that the share exchange will be completed on the terms contemplated, or at all. The financial statements presented do not include the accounts of Physicians.
The Company has evaluated subsequent events as of the date of the financial statements were available to be issued and has determined that there are no additional disclosable subsequent events.
| 13 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Management’s Plan of Operation.
The following discussion contains forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. The use of words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. From time to time, the Company may also provide forward-looking statements in other materials that we release to the public.
Overview.
The Company proposes completing a business combination (the "Business Combination") with Physicians Capital Management Corporation (“Physicians”), is a physician owned healthcare real estate investment and development platform focused on the acquisition, development, ownership, and management of medical office buildings, ambulatory surgery centers, and other outpatient healthcare facilities. Physicians intends to partner with physician groups to structure co investment and co development opportunities designed to enhance long term physician ownership, improve clinical workflow, and create stable, recurring real estate income streams.
Physicians’ business model centers on identifying medical real estate assets with favorable demographic, reimbursement, and utilization characteristics; structuring physician aligned ownership vehicles; and managing the development, leasing, and long term operation of such facilities. Physician is led by practicing physician and with healthcare operators, enabling Physicians to integrate clinical, operational, and financial considerations into its real estate strategy.
Physicians has acquired, owns, and is operating the commercial real property located at 14585 Hazel Dell Parkway, Carmel, Indiana 46033 (the "Property").
The Business Combination is intended to result in a reverse merger or share exchange pursuant to which the Company will become the surviving public entity and the shareholders of Physicians will receive shares of the Company’s common stock in exchange for their equity interests in Physicians.
Upon consummation of the Business Combination, the shareholders of Physicians are expected to own approximately 80% of the combined company's outstanding common stock, while the pre-existing shareholders of the Company are expected to retain approximately 20% of the combined company's outstanding common stock. The Business Combination is subject to, among other things, the approval of the shareholders of each of the Company and Physicians, the receipt of all required regulatory approvals, and the satisfaction or waiver of the other closing conditions described in the Share Exchange Agreement. The Company’s sole director had unanimously determined that the Business Combination and the transactions contemplated by the Share Exchange Agreement are advisable, fair to, and in the best interests of the Company and its shareholders.
Going Concern.
The Company’s unaudited financial statements for the three and nine months ended June 30, 2026 and 2025 and the balance sheet as of June 30, 2026 and September 30, 2025, were prepared using the assumption that we will continue our operations as a going concern. Our independent accountants in their audit report expressed substantial doubt about our ability to continue as a going concern. Our operations are dependent on our ability to raise sufficient capital or complete business combination as a result of which we become profitable. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.
The Company had not generated any revenues during the periods ended June 30, 2026 and 2025.
| 14 |
The Company had total operating expenses of $24,560 during the three months ended June 30, 2026 and total operating expenses of $23,239 for the three months ended June 30, 2025. The increase due to increased professional fees for audits.
The Company had total operating expenses of $117,498 during the nine months ended June 30, 2026 and total operating expenses of $59,481 for the nine months ended June 30, 2025. The increase due to increased professional fees for audits.
The Company incurred $0 and $2,625 in interest expense for the three months ending June 30, 2026 and 2025, respectively.
The Company incurred $3,500 and $7,875 interest expense for the nine months ending June 30, 2026 and 2025, respectively.
The Company had interest income of $0 and $0 for the three months ending June 30, 2026 and 2025, respectively.
The Company had interest income of $5,308 and $0 for the three months ending June 30, 2026 and 2025, respectively.
The Company had a net loss of $24,560 and $25,864 for the three months ending June 30, 2026 and 2025, respectively.
The Company had a net loss of $115,690 and $67,356 for the nine months ending June 30, 2026 and 2025, respectively.
Liquidity and Capital Resources.
As of June 30, 2026, and through the date hereof, the Company has no business operations and limited cash resources other than those provided by Repository Services LLC and short-term advances. The Company does not currently engage in any business activities that provide cash flow. We are dependent upon interim funding to be provided by Repository Services LLC or Specialty Capital Lenders LLC or other investors to pay professional fees and expenses. If the Company require additional financing, the Company cannot predict whether equity or debt financing will become available at terms acceptable to us, if at all. Repository Services LLC has agreed to provide funding as may be required to pay for accounting fees and other administrative expenses of the Company until the Company enters into a business combination. The Company would be unable to continue as a going concern without interim financing provided by Repository Services LLC.
The Company’s' liquidity is dependent on its ability to complete the Business Combination or, if the Business Combination is not completed, to obtain other financing or identify an alternative business combination candidate. As of June 30, 2027, the Company had cash and cash equivalents of $6,692, which is insufficient to fund the Company’s operations for an extended period in the absence of the Business Combination. The Company's continued existence as a going concern is dependent upon the consummation of the Business Combination or other significant capital infusion. The Company's financial statements include a going concern disclosure issued by its independent auditors. There are no known trends, demands, commitments, events, or uncertainties that are reasonably likely to have a material effect on the Company’s financial condition other than the proposed Business Combination.
The costs of investigating and analyzing business combinations, maintaining the filing of Exchange Act reports, the investigation, analyzing, and consummation of an acquisition for an unlimited period of time will be paid from additional money lent to the Company by Repository Services LLC or other investors.
If the Business Combination is not consummated, the Company currently plans to satisfy its cash requirements for the next twelve months through its cash on hand and borrowings from Repository Services LLC or Specialty Capital Lenders LLC or entities or individuals affiliated with either and believes it can satisfy its cash requirements so long as the Company is able to obtain financing from these parties. The Company expects that the money borrowed will be used during the next twelve months to satisfy the Company’s operating costs, professional fees and for general corporate purposes.
| 15 |
If the Business Combination is not consummated, during the next twelve months, the Company anticipates incurring costs related to filing of Securities Exchange Act of 1934, as amended, reports, franchise fees, transfer agent fees, registered agent fees, legal fees, accounting fees, and investigating, analyzing, and consummating an acquisition or business combination. The Company estimates that these costs will be in the range of ten to twelve thousand dollars per year, and that the Company will be able to meet these costs as necessary with funds to be advanced or loaned to us by investors or Repository Services LLC and/or Specialty Capital Lenders LLC.
As of June 30, 2026 and September 30, 2025, respectively, the Company had cash of $6,692 and $234,405, respectively. The Company had a negative cash flow from operations of $97,713 and $101,057 for the nine months ended June 30, 2026 and 2025, respectively.
As of June 30, 2026, the Company was obligated to Specialty Capital Lenders LLC for $279,484, with accrued interest of $0, for a total of $279,484 evidenced by a note (See NOTE 3). As of the date hereof, the maturity date of the note was extended to December 31, 2026.
Off-Balance Sheet Arrangements.
As of June 30, 2026 and September 30, 2025, the Company did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.
Contractual Obligations and Commitments.
As of September 30, 2025, the Company did not have any contractual obligations. As of June 30, 2026, the Company had entered into a Share Exchange Agreement with Physicians Capital Management Corporation (“Physicians”), pursuant to which the Company agreed to acquire all of the issued and outstanding shares of Physicians in exchange for newly issued equity securities of the Company. As of the date, the Company is contractually bound by the terms, conditions, and commitments contained there. The Share Exchange Agreement had been execute but the transaction is executory and has not closed.
As of June 30, 2025, the Company received proceeds $275,000 in unsecured advances from unrelated parties for working capital which the Company has no legal obligation to repay. Accordingly, these advances are reflected in the Company’s financial statements as additional paid-in capital. Subject to the approval of Physicians and Ivie of the terms and conditions contained therein, the Company intends to offer to enter into Simple Agreements for Future Equity (“SAFEs”) with these unrelated parties. SAFEs are not equity securities and do not convey voting, dividend, or other stockholder rights. The SAFEs will be contractual obligations and commitment. The Company intends to have the SAFEs convert into shares of the Company’s capital stock only upon the occurrence of specified future events, including equity financing or liquidity event.
Critical Accounting Policies.
Our significant accounting policies are described in the notes to our financial statements.
| 16 |
ITEM 3. QUANTITATIVE AND QUALITIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures.
Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and to be effected by the Board of Directors and management (solely Quynh Hoa T. Tran), to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:
(a) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
(b) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and
(c) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of our assets that could have a material effect on the financial statements.
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. It is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. It also can be circumvented by collusion or improper management override.
Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process certain safeguards to reduce, though not eliminate, this risk.
Management is and will be responsible for establishing and maintaining adequate internal control over our financial reporting. To assist and because of lack of personnel, current management has engaged an outside certified public accountant to assist in the financial reporting. Based upon this assessment, management has concluded that our internal control over financial reporting was not effective for the reported then quarter ended.
Our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) have been designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended, such as this quarterly report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Our disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management and our Chief Executive Officer - Chief Financial Officer, to allow timely decisions regarding required disclosure.
Quynh Hoa T. Tran with the assistance of our outside certified public accountant has conducted an evaluation of the effectiveness of our disclosure controls and procedures. The Company cause to perform this evaluation on a quarterly basis so that the conclusions concerning the effectiveness of our disclosure controls and procedures can be reported in our quarterly reports on Form 10-Q and annual report on Form 10-K. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer are required to conclude on the effectiveness of the disclosure controls and procedures as at the end of the quarter covered by the report.
| 17 |
Management concluded that our internal controls over disclosure, controls and procedures were not effective. We are taking additional measures to enhance the ability of our systems of disclosure controls and procedures to timely identify and respond to any federal or state substantive changes that are applicable to us.
Changes in Internal Controls.
There were no changes in our internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
| 18 |
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings pending against the Company.
ITEM 1A. RISK FACTORS
Generally.
In addition to the other information set forth in this quarterly report, careful consideration should be given to the factors discussed in Part I, "Item 1A. Risk Factors" in the Company’s Form 10-K, filed on February 4, 2026, which could materially affect the Company’s business, financial condition or future results. These risks described in the Company’s General Form for Registration of Securities of Small Business Issuers under Section 12(g) of the Securities Exchange Act of 1934 on said Form 10-K may not be the only risks facing the Company.
Further, in addition to the other information set forth in this Form 10-Q, careful consideration should be given to the Form 8-K filed on July 7, 2026 discussing the Share Exchange Agreement and the Business Combination.
The Share Exchange Agreement executed on June 30, 2026 contemplates that the Company will issue a substantial number of newly issued equity securities - potentially including common stock and one or more series of preferred stock - to acquire all of the outstanding shares of Physicians Capital Management Corporation (“Physicians”). If the transaction closes, the former shareholders of Physicians are expected to own a majority of our outstanding equity securities on a fully diluted, as-converted basis. As a result, our existing stockholders will experience significant dilution in their ownership percentage, voting power, and potential economic interest.
The dilution resulting from the share issuance may adversely affect the market price of our common stock, particularly if investors perceive the exchange ratio or valuation of Physicians as unfavorable. In addition, the issuance of preferred stock with conversion, voting, dividend, or liquidation preferences could further reduce the rights and economic interests of our existing common stockholders.
Even if the transaction does not close, the pendency of the Share Exchange Agreement may create uncertainty regarding our capital structure, limit our ability to raise additional financing, and affect investor perception of our equity value. Any of these outcomes could materially and adversely affect the trading price of our common stock and our ability to access capital markets.
The Share Exchange Agreement with Physicians Capital Management Corporation may not close, and failure to complete the transaction could adversely affect our business, financial condition, and stock price.
On June 30, 2026, the Company entered into a Share Exchange Agreement with Physicians pursuant to which the Company agreed to acquire all of the issued and outstanding shares of Physicians in exchange for newly issued equity securities of the Company. The transaction is subject to a number of customary closing conditions, including completion of due diligence, regulatory and corporate approvals, and satisfaction of covenants by both parties. As of the date of this report, the transaction has not closed, and there can be no assurance that the share exchange will be completed on the terms contemplated, or at all.
If the transaction is not completed, the Company may incur significant costs without realizing any of the anticipated benefits of the acquisition. The announcement and pendency of the share exchange may also disrupt our existing operations, divert management’s attention, and create uncertainty for employees, customers, and potential business partners. In addition, failure to consummate the transaction could negatively affect the trading price of our common stock and impair our ability to pursue alternative strategic transactions.
Even if the share exchange is completed, the combined company may not achieve the expected synergies, operational efficiencies, or financial performance, and integration of Physicians’ business could involve significant challenges, including retention of key personnel, alignment of systems and processes, and compliance with additional regulatory requirements. Any of these risks could materially and adversely affect our business, financial condition, results of operations, and stock price.
| 19 |
The issuance of a substantial number of shares in connection with the Share Exchange Agreement will result in significant dilution to our existing stockholders.
The Share Exchange Agreement executed on June 30, 2026 contemplates that the Company will issue a substantial number of newly issued equity securities - potentially including common stock and one or more series of preferred stock - to acquire all of the outstanding shares of Physicians. If the transaction closes, the former shareholders of Physicians are expected to own a majority of our outstanding equity securities on a fully diluted, as-converted basis. As a result, our existing stockholders will experience significant dilution in their ownership percentage, voting power, and potential economic interest.
The dilution resulting from the share issuance may adversely affect the market price of our common stock, particularly if investors perceive the exchange ratio or valuation of Physicians as unfavorable. In addition, the issuance of preferred stock with conversion, voting, dividend, or liquidation preferences could further reduce the rights and economic interests of our existing common stockholders.
Even if the transaction does not close, the pendency of the Share Exchange Agreement may create uncertainty regarding our capital structure, limit our ability to raise additional financing, and affect investor perception of our equity value. Any of these outcomes could materially and adversely affect the trading price of our common stock and our ability to access capital markets.
Other.
The Company believe that it is important to communicate our future expectations to our investors. However, there may be other events in the future that the Company are not able to accurately predict or control and that may cause our actual results to differ materially from the expectations the Company describes in our forward-looking statements. You should not place undue reliance on the forward-looking statements.
Except as required by applicable law, including the rules and regulations of the Securities and Exchange Commission, the Company undertakes no obligation, and expressly disclaim any duty, to publicly update or revise forward-looking statements, whether as a result of any new information, future events or otherwise. Although the Company believes the expectations reflected in our forward-looking statements are reasonable, our statements are not guarantees of future results, levels of activity, performance, or achievements, and actual outcomes and results may differ materially from those expressed in, or implied by, any of our statements. Additional uncertainties not currently known to the Company or that it currently deems to be immaterial also may materially adversely affect its business, financial condition and/or its plan of operation.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Since 2010, there has been no unregistered sales of equity securities.
ITEM 3. DEFAULTS UON SENIOR SECURITIES
Not Applicable
ITEM 4. MINE SAFETY DISCLOSURES.
Not Applicable
ITEM 5.
| 20 |
The Share Exchange Agreement.
On June 30, 2026, the Company entered into a Share Exchange Agreement with Physicians Capital Management Corporation, a Maryland corporation (“Physicians”) and Conrad Ivie, MD (Ivie”), the sole equity holder of Physicians. Under the Share Exchange Agreement, Ivie agreed to transfer to the Company and the Company agreed to acquire from Ivie, all of the issued and outstanding shares of capital stock of Physicians (the “Physicians Shares”) in exchange for 68,566,368 shares of the Company's Common Stock and 24,913,918 shares of the Company’s Preferred Stock, consisting of 1,000,000 shares of Series A Voting Preferred Stock, 15,942,612 shares of Series B-1 Convertible Preferred Stock and 7,971,306 shares of Series B-2 Convertible Preferred Stock (the "Exchange Shares"), which Exchange Shares shall constitute approximately 80% of the issued and outstanding shares of the Company's Common Stock, fully diluted, immediately after the closing of the transactions contemplated therein, in each case, on the terms and conditions as set forth therein. The aggregate Exchange Shares are fixed, and any shares of Physicians Common Stock issued to Employee Stockholders shall reduce only the Exchange Shares otherwise allocable to Ivie and shall not increase the aggregate Exchange Shares; the Employee Stockholders shall receive only the Company Common Stock in the Exchange.
The authorized capital stock of the Company will consist of (i) 500,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), and (ii) 50,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”), of which (i) 1,000,000 shares will have been designated as Series A Voting Preferred Stock (“Series A”), (ii) 25,000,000 shares will have been designated as Series B-1 Convertible Preferred Stock (“Series B-1”), and (iii) 10,000,000 shares will have been designated as Series B-2 Convertible Preferred Stock (“Series B-2”).
The parties have agreed that the Series A is intended to provide voting control to Ivie, the Series B-1 being convertible after the eighteen (18) month anniversary of the closing at a conversion ratio of four (4) shares of Common Stock for each one (1) share of Series B-1, and the Series B-2 being convertible, after the twenty-four (24) month anniversary of the closing, into shares of the Company Common Stock at a conversion ratio of eight (8) shares of Common Stock for each one (1) share of Series B-2, subject to customary anti-dilution adjustments.
The obligations of the parties to consummate the transactions are subject to customary closing conditions, including, among others: (a) the accuracy, in all material respects (or to the standard specified in the Share Exchange Agreement), of the representations and warranties of each party as of the closing; (b) the performance in all material respects by each party of its covenants and agreements under the Share Exchange Agreement; (c) the absence of any law, order or injunction prohibiting or restraining the consummation of the transactions; (d) the receipt of all required consents, approvals or waivers from governmental authorities and third parties, in each case as specified in the Share Exchange Agreement; and (e) the absence of any material adverse effect (as defined in the Share Exchange Agreement) with respect to either the Company or Physicians between the signing date and the closing.
The parties currently expect closing to occur in the third quarter of 2026, subject to the satisfaction or waiver of the closing conditions set forth in the Share Exchange Agreement. the Company expects any required filing to be filed within the time frames required by applicable federal securities laws or OTC Market Group Inc.’s rules.
Shell Company Status.
The Company is a "shell company" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result of the Share Exchange Agreement and the transactions contemplated thereby (the "Transaction"), the Company will cease to be a shell company upon the closing. In accordance with Item 2.01(f) of Form 8-K and General Instruction B.3 to Form 8-K, the Company will file a comprehensive current report on Form 8-K (the "Super 8-K") within four (4) business days after the closing, which will include all information that would be required if the Company were filing a general form for registration of securities on Form 10 under the Exchange Act, reflecting all material changes in the Company's affairs since it last filed a Form 10-type report. Following the filing of the Super 8-K, the Company intends to file a Registration Statement on Form S-4 under the Securities Act of 1933, as amended (the "Securities Act"), to register the shares of Common Stock issuable in connection with the Transaction.
| 21 |
Investors and shareholders are advised that, as a consequence of the Company's status as a former shell company, the resale exemption provided by Rule 144 under the Securities Act will not be available for the resale of any securities of the Company until one (1) year has elapsed from the date on which the Company files the Form 8-K containing Form 10-type information, and only if the Company is then current in its reporting obligations under the Exchange Act, all as required by Rule 144(i). Accordingly, holders of restricted securities of the Company will not be able to rely on Rule 144 for resales during this period and should consult with their own legal counsel regarding available exemptions under the Securities Act.
Business of Physicians.
Physicians owns the real property consisting of a single-story health care/medical office building located at 14585 Hazel Dell Parkway, Carmel, Indiana 46033, which is leased to Intuitive Health of Hamilton County, LLC under a long-term triple-net lease. Physicians holds, under valid leases or other rights, all real property, plants, machinery and equipment necessary for the conduct of their business as presently conducted, except where the failure to own or hold such property, plants, machinery or equipment would not have a material adverse effect.
Following the closing, the Company’s primary business will be real estate development and ownership focusing on the health care industry. Generally, a real estate development company is a business that specializes in conceptualization, planning, financing, construction and management of properties. The Company’s core activities will include identifying and acquiring existing properties, and as required, securing regulatory approvals and entitlements, and overseeing the successful marketing and leasing of the property. The Company will focus on a healthcare real estate platform that acquires, develops and owns income-producing medical properties, initially concentrating on single or multi-tenant medical offices and outpatient facilities subject to long-term triple-net leases to health systems and other healthcare providers. The Company expects to raise project capital through a combination of debt and equity financing while managing risks related to market conditions, acquisition costs and regulatory compliance.
Undetermined or Additional Material Terms.
As of the date of this Quarterly Report on Form 10-Q, the parties have not finalized the final composition of the post-closing board committees or the specific form of certain ancillary agreements, if any, and such terms will be determined by mutual agreement of the parties prior to the closing. the Company intends to disclose any material amendments to, or waivers under, the Share Exchange Agreement or related agreements in one or more subsequent Current Reports on Form 8-K as required by the rules of the Securities and Exchange Commission.
The foregoing description of the Share Exchange Agreement and the transactions does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Exchange Agreement, a copy of which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed on July 7, 2026.
ITEM 6. EXHIBITS.
| Exhibit Number | Description |
| 31.1 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101.INS | Inline XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| 22 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: August 3, 2026 | PUBLIC COMPANY MANAGEMENT CORPORATION |
| /s/ Quynh Hoa T. Tran | |
| Quynh Hoa T. Tran, | |
| President and Chief Executive Officer |
23