PCMC 10-K & 10-Q changes, risk factors and insider trading
Public Co. Management Corp. · OTC · Blank Checks · CIK 1141964 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Effect of SPAC rules on the Company.”
New heading “Restrictions Applicable to Former Shells.”
New heading “Preliminary Negotiations with a real estate development company.”
New heading “We have identified material weaknesses in our internal control over financial reporting. If our remediation of the material weaknesses are not effective, or if we experience additional material weaknesses or significant deficiencies in the future or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our Common Stock.”
New heading “The Company may be unable to obtain additional financing, if required, to complete a business combination or to fund the operations and growth of the target business, which could compel the Company to restructure a potential business transaction or abandon a particular business combination.”
New heading “Registration requirements may delay or preclude a business combination.”
Removed heading “Effect of Amended Rule 15c2-11 on the Company’s securities.”
Removed heading “Unavailability of Rule 144 for Resale.”
Removed heading “Very Limited Liquidity of our Common Stock.”
Removed heading “Our auditors have expressed substantial doubt about our ability to continue as a going concern.”
Largest changes
“We have identified material weaknesses in our internal control over financial reporting. If our remediation of the material weaknesses are not effective, or if we experience additional material weaknesses or significant deficiencies in the future or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our Common Stock.”see in full comparison
“Our auditors have expressed substantial doubt about our ability to continue as a going concern.”see in full comparison
“As of October 1, 2012, and thereafter, the Company can be defined as a "shell" company, whose sole purpose at this time is to locate and consummate a merger or acquisition with a private entity. The Company currently intends to seek to acquire assets or shares of an entity actively engaged in business which generates revenues in exchange for its securities. On August 16, 2024, the Company had entered a non-binding letter of intent with DACTA SG Pte. Ltd., a Singapore corporation (“Dacta”). …”see in full comparison
“Our audited financial statements for the years ended September 30, 2024, and 2023 were prepared using the assumption that we will continue our operations as a going concern. Our independent accountants in their audit report have 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. …”see in full comparison
“The Company may be unable to obtain additional financing, if required, to complete a business combination or to fund the operations and growth of the target business, which could compel the Company to restructure a potential business transaction or abandon a particular business combination.”see in full comparison
Full comparison: every changed paragraph (94)
This Annual Report on
Form 10-K, the other reports, statements, and information
that we have previously filed or that we may subsequently file with the Securities
and Exchange Commission (“SEC”) and public
announcements that we have previously made or may subsequently make include, may
include, incorporate by reference or may incorporate
by reference certain statements that may be deemed to be “forward-looking statements”
within the meaning of the Private Securities
Litigation Reform Act of 1995 and are intended to enjoy the benefits of said Act. Unless
the context is otherwise, the forward-looking
statements included or incorporated by reference in this Form 10-K and those reports, statements,
information and announcements address
activities, events or developments that Public Company Management Corporation (hereinafter referred
to as “we,” “us,”
“our,” or “Company”) expects or anticipates, will or may occur in the
future. In this Annual Report, forward-looking
statements are identified by the words such as “anticipate,” “plan,”
“believe,” “expect,”
“estimate,” and the like. Forward-looking statements involve future risks and
uncertainties, uncertainties; there are factors that could
cause actual results or plans to differ materially from those expressed or implied. These
statements are subject to known and unknown
risks, uncertainties, and other factors that could cause the actual results to differ materially
from those contemplated by the statements.
The forward-looking information is based on a range of factors and is derived using numerous
assumptions. A reader, whether investing
in the Company’s securities or not, should not place undue reliance on these forward-looking
statements, which apply only as of
the date of this Annual Report. Any safe harbor provisions under the federal securities law may not
apply to an issuer that issues penny
stock. The Company does not assume any obligation to update any forward-looking statements to reflect
events or circumstances after the
date of this Annual Report except as required by applicable law.
The Company generated revenues primarily from
consulting services that we 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 SEC. The Company would be paid for these services for a flat fee consisting of cash and restricted
shares of the Company’s clients client’s
common stock.
Predicated upon the economic recession of 2008,
commencing with the subprime mortgage
crisis and bank crisis, the stock market plummeted, erasing wealth, i.e., foreclosures continued
to rise, and this housing bust caused
the stock market to dive and eventually crash in September 2008, ultimately losing more than half
its value. At that time and prior, the
Company faced competition from a large number ofmany consulting firms, investment banks, venture capitalists,
merchant banks, financial advisors and other
similar management consulting and regulatory compliance services firms. With the lack of
companies to raise funds in the marketplace and
the intense competition in every aspect of the Company’s business, and particularly
from other firms which offer management, compliance,
and other consulting services to private and public companies, we were unable to
operate profitably.
As of October 1, 2012, and thereafter, the Company can be defined as a "shell" company, whose sole purpose at this time is to locate and consummate a merger or acquisition with a private entity. The Company currently intends to seek to acquire assets or shares of an entity actively engaged in business which generates revenues in exchange for its securities.
The Company has entered preliminary and substantive discussions regarding a potential business combination transaction with the controlling shareholder of Physicians Capital Management Corporation, a Maryland Corporation, a company that acquires and develops healthcare facilities and leases the facilities to healthcare operating companies, entities and individuals under long-term net leases. The leases generally require the tenant to bear most of the costs associated with the property. These discussions are exploratory in nature and are part of our ongoing efforts to evaluate strategic opportunities that align with our business objectives. No definitive agreement has been reached, and there is no assurance that a transaction will be completed. While we are actively engaged in negotiations, various factors, including due diligence, regulatory considerations, and final terms, remain subject to further review and discussion.
As of October 1, 2012, and thereafter, the Company
can be defined as a "shell" company, whose sole purpose at this time is to locate and consummate a merger or acquisition with
a private entity. The Company currently intends to seek to acquire assets or shares of an entity actively engaged in business which generates
revenues in exchange for its securities. On August 16, 2024, the Company had entered a non-binding letter
of intent with DACTA SG Pte. Ltd., a Singapore corporation (“Dacta”). The letter of intent had contemplated that the Company
would enter into a business combination with the stakeholders or equity holders in Dacta with a change of control and served as an outline
of the proposed principal terms and conditions regarding the transaction. The letter of intent was subject to the execution of a definitive
agreement and contemplated that each party would conduct a business, financial, and legal due diligence investigation of the other, each
to their satisfaction. As of the date hereof, among other pending and unsatisfied due diligence, the Company has not satisfied itself
that the financial statements and schedules of Dacta comply with the financial reporting requirements under the Exchange Act. Other
than this letter of intent, the Company has no acquisitions in mind and has not entered into any negotiations regarding an acquisition.
The Company's officer and director has not engaged in any preliminary contact or discussions with any representative of any other company
regarding the possibility of an acquisition or merger between the Company and such other company as of the date hereof. The majority shareholder
has had preliminary negotiations that may or would result in a change in control.
While the acute phase of the coronavirus disease (COVID-19) pandemic has subsided, residual effects continue to influence global economic conditions, financial markets, and operational dynamics. The emergence of new variants or other infectious disease outbreaks could adversely affect the business of any potential target with which we seek to consummate an initial business combination. These risks may include renewed travel restrictions, limitations on in-person meetings with investors or target company personnel, and disruptions in vendor or service provider availability, all of which could delay or impair our ability to negotiate and complete a transaction in a timely manner.
The extent to which COVID-19 or future public health events may impact our search for an initial business combination remains inherently uncertain and subject to evolving developments, including the emergence of new variants, changes in public health policy, and global responses to containment and treatment efforts.
The coronavirus disease (COVID-19) pandemic has
adversely affected, and other events (such as a significant outbreak of variations thereof or other infectious diseases could adversely
affect), the economies and financial markets worldwide, and the business of any potential target business with which we consummate an
initial business combination could be materially and adversely affected. Furthermore, we may be unable to complete an initial business
combination if concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors
or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a
timely manner. The extent to which COVID-19 impacts our search for an initial business combination will depend on future developments,
which are highly uncertain and cannot be predicted, including added information which may emerge concerning the severity of COVID-19 and
the actions to contain COVID-19 or treat its impact, among others.
If there are any disruptions posed by
COVID-19, our ability to consummate an initial business combination, or the operations
of a target business with which we ultimately consummate an initial business combination, may be materially adversely affected. In
addition, our ability to consummate a transaction may be dependent on our ability to raise additional equity and debt financing
which may be impacted by COVID-19 and other events, including as a result of increased market volatility, decreased market
liquidity in third-party financing being unavailable on terms acceptable to us or at all.
Further, any disruptions have negatively
affected the stock market and investor sentiment. The perceived value of the Company and the price of our common stock may be
affected as investors favor and seek less volatile or traditional companies (or assume more risk) during the times of market
uncertainty and instability. It is currently difficult to estimate with any certainty how long the pandemic and the effect
on the economy will continue and its effect on the ability of the Company to locate and consummate a merger or acquisition or
business combination with a private entity.
The extent to which theongoing armed conflict between
Israel and Hamas-led Palestinian
groups may impactadversely affect our searchability forto identify, evaluate, and consummate an initial business combinationcombination. willThe dependextent onof such impact
is inherently uncertain and subject to future developments,developments whichbeyond are
highlyour uncertain,control. cannot be predicted andThese may includeinclude, but are not limited to, the potential effect imposition
of bans,international sanctionsanctions, programs,trade additional
restrictions, licensing requirements, and/or boycotts as they may have an effect on the mergerbans, or acquisitionboycotts. Any such measures could materially affect the
feasibility, timing, or structure of a proposed merger, acquisition, or other business combination with a private entity, particularly
entity.if such entity operates in or has exposure to affected regions or sectors.
In October 2025, Israel and Hamas-led Palestinian groups signed a U.S.-brokered peace agreement aimed at ending two years of armed conflict. While the agreement marked a significant diplomatic milestone, its implementation remains fragile, with intermittent violations and renewed hostilities reported. The situation continues to evolve, and the long-term stability of the region remains uncertain. The extent to which this conflict and its aftermath may impact our search for an initial business combination is inherently unpredictable and subject to future developments beyond our control.
The
extent of the ongoing unrest in Syria, marked byfollowing the recent collapse of Bashar al-Assad's al-Assad’s
regime and the subsequentensuing power struggles,
has created a highly volatile environmentand unpredictable environment. As the country faces significant reconstruction
challenges, the broader geopolitical and mayeconomic impactlandscape ourremains searchuncertain. forFactors ansuch initialas business combination. Syria grapples with the
aftermath of conflict and the need for extensive reconstruction. Internationalinternational sanctions, the loss deterioration
of key economic sectors likeincluding oil
and agriculture, and the large-scale displacement of millionsthe of peoplepopulation may further complicatehinder theSyria’s
recovery. economicThese recoveryconditions andcould createsmaterially uncertainty
thataffect mayour haveability anto effectidentify, on the mergerevaluate, or acquisitionconsummate a merger, acquisition, or other business
combination with a private entity.entity, particularly one with direct or indirect exposure to the region.
The extent to which the Company may be required
to make certain climate-related disclosures in connection with the business of any potential target business is unknown; however, the
Company may be required to provide information about climate-related risks that are reasonably likely to have a material impact on the
target business, its results of operations, or financial condition, and may be required to provide certain climate-related financial statement
metrics in a note to the audited financial statements. We have no basis to evaluate the climate and climate related risks. The degree
of uncertainty and impact cannot be predicted.
At present, the Company is a development stage company with no revenues, nominal assets and no specific business plan or purpose. The Company’s business plan is to seek new business opportunities or to engage in a merger or acquisition with an unidentified company. As a result, the Company is a shell company. Rule 405 and 12b-2 of the Securities Exchange Act of 1934, as amended (“Exchange Act”) defines a shell company as an issuer that that has no or nominal operations and either (i) no or nominal assets, (ii) assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets.
The SEC adopted amendments to Rule 15c2-11 in a final rulemaking to modernize quotation requirements for OTC securities, tighten the availability and review of issuer information, and narrow certain exceptions including the piggyback exemption. The amendments require that broker-dealers have a reasonable basis to believe issuer information is accurate and publicly available before publishing or submitting quotations. Under the prior framework, broker-dealers could rely more broadly on a piggyback exemption where (i) specified current information about the issuer was publicly available and (ii) the security was subject to a limited one-sided priced quotation with only short breaks in quotations. The Amended Rule narrows that exemption so that shell companies (and previously suspended securities) may rely on piggyback relief only in tightly limited circumstances and only when the broker-dealer can reasonably rely on the issuer’s disclosures.
The amendments have had material effects on shell issuers and SPACs: broker-dealers face higher compliance and review obligations before initiating or continuing quotations, which can make it harder for holders to deposit shares or for those shares to be published and traded on OTC venues such as the OTCID Open Market. The OTCID Open Market is a newly launched tier within the OTC Markets Group, Inc.’s system, designed to offer a transparent, accessible trading venue for early-stage, private, or lightly regulated companies. The rule has also led to changes in how the market treats unsolicited customer quotations and the circumstances under which proprietary quotes are published. The final rule was published in the SEC release adopting the amendments. Since adoption, staff and market participants have continued to address implementation issues, most notably fixed-income market relief and extensions of staff guidance and no-action relief related to 15c2-11 compliance timelines and scope, actions that affected how and when the rule was applied to different product sets and market participants.
Issuers that are shells or small OTC companies commonly need to provide the specified current information required under the Amended Rule to facilitate broker-dealer quotation activity; however, there is no guarantee a broker-dealer will accept or rely on that disclosure, so deposit and trading of common stock may remain more difficult for affected issuers and their holders. The Company intends to make the specified current information publicly available under the Exchange Act, but acceptance by broker-dealers and continued quotation on OTC platforms cannot be assured.
Effect of SPAC rules on the Company.
Investors should be aware that as a shell company, the Company’s activities are subject to enhanced regulatory and disclosure requirements, and resales of our securities may not be available pursuant to Rule 144 until after the Company is no longer a shell and has filed the requisite current information with the SEC. The Company currently intends to provide the requisition current information.
Additionally, the SEC adopted amendments to the definition of “blank check company” to make the Private Securities Litigation Reform Act of 1995 safe harbor unavailable to SPACs and shells, including with respect to projections of the target companies. Also, the SEC adopted Rule 145a, which provides that the combined company in a de-SPAC transaction is making an offer of securities to the reporting shell company’s shareholders. The new Rule 145a provides that in any transaction requiring a registration statement, each entity will be subject to strict liability under the federal securities laws and the officers and directors who sign the registration statement will be subject to potential liability under Section 11 of the Securities Act of 1933, as amended (“Securities Act”) for the disclosures therein. The Company is informed and believes that any business combination is automatically deemed a “sale” of securities to the shell company’s shareholders even if shares are issued solely to the private company’s owners. This triggers registration and disclosure requirements under the federal securities acts unless a valid exemption applies.
Issuers who are shells and effectuate a reverse merger or business combination between a reporting shell and a private company must be done via a Securities Act registration statement unless a clear exemption (e.g., to include, but not limited to Section 4(a)(2) or Regulation D [Rules 506(b) and 506(c) or Section 3(a)(10] ) applies, private companies, and their key officers and directors, take on increased liability as co-registrants, the issuer cannot complete the transaction only by filing a proxy or an information statement, and additional disclosure and eligibility restrictions (ineligible for Form S-3 registration statement or being a well-known seasoned issuer) apply to the post-merger public company for three years. The Company believes that registration under the Exchange Act may be required in connection with any transaction pursuant to Rule 145a. If the Company’s registration statement filed with the SEC is not declared effective, we will be unable to complete the transaction, and our shareholders may not realize the anticipated benefits of any reverse merger or business combination. Failure to obtain SEC effectiveness could materially delay or permanently prevent the closing, result in increased costs, and could adversely affect the value of the Company’s securities. There can be no assurance that the SEC will declare the Company’s registration statement effective in a timely manner, or at all.
Restrictions Applicable to Former Shells.
If the Company completes a business combination with a private operating company, we will be treated as a former shell company under the federal securities laws, which would subject the combined company to additional limitations and burdens. In particular, for a period of time after any such business combination, the combined company would be ineligible to use certain short-form registration statements, including Form S-3, and would be unable to rely on some of the streamlined shelf registration and takedown practices available to other seasoned issuers. In addition, as a former shell company, the combined company could be restricted in its ability to incorporate information by reference into Securities Act registration statements and other filings and would not qualify as a well-known seasoned issuer for a specified seasoning period. These constraints may make it more difficult, time-consuming or costly for the combined company to raise additional capital, conduct follow-on offerings or issue registered securities, which could impair its ability to execute its business plan and respond to strategic opportunities.
The SEC released and published a Final Rulemaking
on Publication or Submission of Quotations without Specified Information amending Rule 15c2-11 under the Exchange Act ("Rule 15c2-11,”
the "Amended Rule 15c2-11"). To be eligible for public quotations on an ongoing basis, Amended Rule 15c2-11's modified the "piggyback
exemption" that required that (i) the specified current information about the company is publicly available, and (ii) the security
is subject to a one-sided (i.e., a bid or offer) priced quotation, with no more than four business days in succession without a quotation.
Under Amended Rule 15c2-11, shell companies like the Company (and formerly suspended securities) may only rely on the piggyback exemption
in certain limited circumstances. The Amended Rule 15c2-11 requires, among other requirements, that a broker-dealer has a reasonable basis
for believing that information about the issuer of securities is accurate. The Amended Rule 15c2-11 has effected shell issuers and SPACs.
Our security holders may find it more difficult to deposit common stock with a broker-dealer, and if deposited, it may be more difficult
to trade the securities on the OTC Markets Group, Inc. Pink Open Market Platform (“Pink Sheets”). On March 28, 2023, broker-dealers
may no longer be able to publish proprietary quotes in the shell issuer. The security may, however, be the subject of unsolicited
customer quotations. The Company intends to provide the specified current information under the Exchange Act, but there is no assurance
that a broker-dealer will accept our common stock or if accepted, that the broker-dealer will rely on our disclosure of the specified
current information.
Rule 144(i) “Unavailability to Securities
of Issuers With No or Nominal Operations
and No or Nominal Non-Cash Assets” provides that Rule 144 is not available for the resale
of securities initially issued by an issuer
that is a shell company. We have identified our company as a shell company and, therefore,
the holders of our securities may not rely
on Rule 144 to have the restriction removed from their securities without registration or until
the Company is no longer identified as
a shell company and has filed all requisite periodic reports under the Securites Exchange Act forActfor the period
of twelve (12) months.
As a result of our classification as a shell company,
our investors are not allowed
to rely on the “safe harbor” provisions of Rule 144, promulgated pursuant to the Securities
ActExchange of 1933, as amended (“Securities Act”),Act, so as not to be considered
underwriters in connection with the sale of our securities
until one year from the date that we cease to be a shell company. This will
likely make it more difficult for us to attract additional
capital through subsequent unregistered offerings because purchasers of securities
in such unregistered offerings will not be able to
resell their securities in reliance on Rule 144, a safe harbor on which holders of
restricted securities usually rely to resell securities.
From October 1, 2012 until September 30, 2020,
the Company had no or limited business
operations. Since October 1, 2020, current management (which includes participation by our majority
shareholder) has determined to direct
its efforts and limited resources to pursue potential new business opportunities. The Company's
purpose is to seek, investigate and, if
such investigation warrants, acquire an interest in business opportunities presented to it by
persons or firms who or which desire to
seek the perceived advantages of an issuer who has complied with the Securities Exchange Act.Act of 1934, as amended. The Company
will not
restrict its search to any specific business, industry, or geographical location and the Company may participate in a business venture
venture of virtually any kind or naturenature, and we have not established any particular criteria upon which we consider a business opportunity. This
This discussion of the proposed business herein is purposefully general and is not meant to be restrictive of the Company's virtually unlimited
unlimited discretion to search for and enter into potential business opportunities. Management anticipates that it may be able to participate in
in only one potential business venture because the Company has nominal assets and limited financial resources.
Prospective investors in the Company’s common
stock will not have an opportunity
to evaluate the specific merits or risks of any of the one or more business combinations that we may
undertake. A business combination
may involve the acquisition of or merger with a company which needs to raise substantial additional
capital by means of being a publicly
trading company, while avoiding what it may deem to be adverse consequences of undertaking a public
offering itself. These include time delays,
significant expense, voting control issues and compliance with various Federal and State securities
laws.
The time and costs required to pursue new business
opportunities, which includesinclude negotiating and documenting relevant agreements and preparing requisite documents for filing pursuant to
applicable securities laws, cannot be ascertained with any degree of certainty. Further, management intends to devote such time as we
deem necessary to carry out the Company’s affairs. The exact length of time required for the pursuit of any new potential business
opportunities is uncertain. No assurance can be made that we will be successful in our efforts.
Effect of Amended Rule 15c2-11 on the Company’s
securities.
The SEC released and published a Final Rulemaking
on Publication or Submission of Quotations without Specified Information amending Rule 15c2-11 under the Exchange Act ("Rule 15c2-11,”
the "Amended Rule 15c2-11"). To be eligible for public quotations on an ongoing basis, Amended Rule 15c2-11's modified the "piggyback
exemption" that required that (i) the specified current information about the company is publicly available, and (ii) the security
is subject to a one-sided (i.e. a bid or offer) priced quotation, with no more than four business days in succession without a quotation.
Under Amended Rule 15c2-11, shell companies like the Company (and formerly suspended securities) may only rely on the piggyback exemption
in certain limited circumstances. The Amended Rule 15c2-11 will require, among other requirements, that a broker-dealer has a reasonable
basis for believing that information about the issuer of securities is accurate. Our security holders may find it more difficult to deposit
common stock with a broker-dealer, and if deposited, more difficult to trade the securities on the Pink Sheets. The Company intends to
provide the specified current information under the Exchange Act but there is no assurance that a broker-dealer will accept our common
stock or if accepted, that the broker-dealer will rely on our disclosure of the specified current information.
Unavailability of Rule 144 for Resale.
Rule 144(i) “Unavailability to Securities
of Issuers With No or Nominal Operations and No or Nominal Non-Cash Assets” provides that Rule 144 is not available for the resale
of securities initially issued by an issuer that is a shell company. We have identified our company as a shell company and, therefore,
the holders of our securities may not rely on Rule 144 to have the restriction removed from their securities without registration or until
the Company is no longer identified as a shell company and has filed all requisite periodic reports under the Exchange Act for the period
of twelve (12) months.
As a result of our classification as a shell company,
our investors are not allowed to rely on the “safe harbor” provisions of Rule 144, promulgated pursuant to the Securities
Act of 1933, as amended (“Securities Act”), so as not to be considered underwriters in connection with the sale of our securities
until one year from the date that we cease to be a shell company. This will likely make it more difficult for us to attract additional
capital through subsequent unregistered offerings because purchasers of securities in such unregistered offerings will not be able to
resell their securities in reliance on Rule 144, a safe harbor on which holders of restricted securities usually rely to resell securities.
Very Limited Liquidity of our Common Stock.
Our common stock occasionally trades and there is a very limited active market in our common stock. As a result, there is only limited liquidity in our common stock.
The Company has not clearly identified a target business.
The Company’s effort in identifying a prospective target business has not been limited to a particular industry and the Company may acquire a business in any industry management deems appropriate. The Company actively began researching business entities that specialize in the conceptualization, planning, financing, construction, and management of commercial, industrial, or mixed-use properties. Currently, the Company has entered preliminary discussions regarding a potential business combination transaction with the controlling shareholder of Physicians Capital Management Corporation, a Maryland Corporation, a business that acquires and develops healthcare facilities and leases the facilities to healthcare operating companies, entities and individuals under long-term net leases. Physicians Capital Management Corporation focuses on building and expanding a diversified portfolio of medical and healthcare-related properties, providing stable, long-term occupancy solutions to industry operators while maintaining a robust asset management strategy. These discussions are exploratory in nature and are part of our ongoing efforts to evaluate strategic opportunities that align with our business objectives. No definitive agreement has been reached, and there is no assurance that a transaction will be completed. While we are actively engaged in negotiations which include Specialty Capital Lenders LLC, various other factors, including due diligence, regulatory considerations, and final terms, remain subject to further review and discussion.
With the Company’s current negotiations involving real estate development companies, this represents a material shift in our strategic direction. Accordingly, although the Company’s prior disclosures noted a broad and non-exclusive search for opportunities, including potential targets outside the United State, the current focus on real estate development companies provide investors with an initial framework to assess the potential merits and risks of a transaction within the real estate sector. Nonetheless, until a definitive agreement is reached, the Company remains subject to the uncertainties inherent in early-stage negotiations. Accordingly, there is no basis for investors in the Company’s common stock to evaluate the possible merits or risks of any target business or the particular industry in which we may operate.
The Company’s effort in identifying a prospective
target business will not be limited to a particular industry and the Company may acquire a business in any industry management deems appropriate.
To date, the Company has only selected one target business on which to concentrate our search for a business combination. While the Company
intends to focus on target businesses in the United States, we are not limited to U.S. entities and may consummate a business combination
with a target business outside of the United States. Accordingly, there is no basis for investors in the Company’s common stock
to evaluate the possible merits or risks of the target business or the particular industry in which we may operate.
Preliminary Negotiations with a real estate development company.
A real estate development company is a business entity that specializes in the conceptualization, planning, financing, construction, and management of residential, commercial, industrial, or mixed-use properties. The company’s core activities typically encompass identifying and acquiring suitable land or existing properties, securing regulatory approvals and entitlements, designing projects in collaboration with architects and engineers, coordinating construction with contractors and subcontractors, and overseeing the successful marketing, leasing, or sale of completed assets. A real estate development company may act as a principal investor, undertaking projects on its own behalf, or as a fee-based developer providing professional development services to landowners or institutional clients. Throughout the development process, such companies must manage complex relationships with a wide range of stakeholders, including municipal authorities, financial institutions, contractors, neighborhood interest groups, and end-users. They are responsible for raising project capital, often sourcing both debt and equity financing, and for mitigating various project risks related to market cycles, construction cost fluctuations, and regulatory compliance. Upon completion, a real estate development company may retain property ownership and manage its operation for long-term income generation, or it may sell or lease the asset to realize value.
To summarize some of our risk factors appliable to a real estate development company:
Development and Construction Risks. Real estate development projects are subject to a variety of risks, including unexpected delays, cost overruns, design defects, labor shortages, adverse weather, and the availability of necessary construction materials. Any of these factors could materially impact project timelines and profitability.
Market Volatility and Economic Conditions. The value and demand for developed properties are influenced by local and national economic conditions, interest rates, supply and demand dynamics, and market cycles. Economic downturns, rising interest rates, or unfavorable market trends may reduce occupancy rates, impair lease renewals, and decrease property values, adversely affecting the company’s financial performance.
Financing and Liquidity Risks. Real estate development companies often rely on external debt and equity financing to fund projects. Negative shifts in capital markets or the company’s inability to secure adequate funding may result in project delays, cancellations, or distressed asset sales, and could materially affect growth prospects and liquidity.
Regulatory, Zoning, and Environmental Risks. The development process is subject to numerous government approvals, zoning restrictions, land use regulations, and environmental laws. Changes in regulations, unexpected compliance obligations, or the discovery of environmental liabilities may lead to significant additional expenses or project setbacks.
Dependence on Third Parties. Successful development depends on the performance of contractors, architects, engineers, and other vendors. Disputes, failures, or insolvencies involving third-party providers may result in project interruptions, increased costs, or reduced quality of completed assets.
Property-Specific and Geographic Risks. Projects may be concentrated in particular geographic regions or property types exposing the company to risks associated with local economies, weather events, or tenant industries. Lack of diversification may magnify the impact of adverse conditions in specific areas.
Legal and Litigation Risks. Real estate development often involves complex contracts, land use disputes, and potential litigation arising from construction defects, property rights issues, or stakeholder claims. Such legal matters could result in substantial costs or reputational harm.
Although the Company’s management intends to evaluate the risks inherent in the real estate sector, the Company cannot assure you that we will properly ascertain or assess all of the significant risk factors. There can be no assurance that any prospective business combination with a real estate development company will benefit shareholders or prove to be more favorable to shareholders than any other investment that may be made by shareholders and investors.
While it is possible that our director will remain
associated in some capacity with
us following a business combination, it is unlikely that shehe will devote herhis full efforts to our affairs
subsequent to a business combination.
Moreover, we cannot assure you that our director will have experience or knowledge relating to the
operations of the particularselected target business.
Our auditors have expressed substantial
doubt about our ability to continue as a going concern.
Our audited financial statements for the years
ended September 30, 2024, and 2023 were prepared using the assumption that we will continue our operations as a going concern. Our independent
accountants in their audit report have 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. There is not enough cash on hand to fund
our administrative expenses and operating expenses for the next twelve months. Therefore, we may be unable to continue operations in the
future as a going concern. If we cannot continue as a viable entity, our stockholders may lose some or all of their investment in the
Company’s shares of common stock.
If we succeed in effecting a business combination,
there we will be,likely in all likelihood,face intense competition
from existing competitors of the business we acquire. In particular, certain industries
which experience rapid growth frequently attract
an increasingly larger number of competitors, including those with far greater financial,
marketing, technical and other resources than
the initial competitors in the industry in which we seek to operate. The degree of competition
characterizing the industry of any prospective
target business cannot presently be ascertained. We cannot assure you that, subsequent
to a business combination, we will have the resources
to compete effectively, especially to the extent that the target business is in
a high-growth industry.
Repository Services LLC has no fiduciary duties or contractual obligations,
other than to its members and as a majority shareholder in the Company, to any third-party entities. Quynh Hoa T. Tran’s business
activities do not create any fiduciary duties to any third parties, and she has no contractual obligation that may be deemed to be or
give rise to a conflict of interest. To avoid future conflict of interests, management and the related third-party entites have determined
that they will not be associated or be affiliated with entities engaged in business activities similar to those which Quynh Hoa T. Tran
is active. Future business activities of the Company’s management, which may include business activities similar to those of a potential
business combination, may result in potential or perceived conflicts of interest.
Specialty Capital Lenders LLC (and its managers
and members)
is not required to commit its full-time efforts to the Company’s affairs; accordingly, they will have conflicts of
interest in allocating
management time among their various business activities, including identifying potential business combinations
and monitoring the related
due diligence. As a result, pursuing new business opportunities may require a longer period of time than if
management would devote full
time to the Company’s affairs. Management has not identified and is not currently negotiating a new
business opportunity for us.
Repository Services LLC has no fiduciary duties or contractual obligations, other than to its members and as a majority shareholder in the Company, to any third-party entities. Quynh Hoa T. Tran’s business activities do not create any fiduciary duties to any third parties, and she has no contractual obligation that may be deemed to be or give rise to a conflict of interest. To avoid future conflict of interest, management and the related third-party entities have determined that they will not be associated with or be affiliated with entities engaged in business activities similar to those which Quynh Hoa T. Tran is active. Future business activities of the Company’s management, which may include business activities similar to those of a potential business combination, may result in potential or perceived conflicts of interest.
Management's Discussion & Analysis (MD&A)
New heading “Off-Balance Sheet Arrangements.”
Removed heading “Results of Operations for the years ended September 30, 2024 and 2023”
Removed heading “Contractual Obligations and Commitments.”
Largest changes
“The Company’s audited financial statements for the years ended September 30, 2025 and 2024 and the balance sheet as of September 30, 2025 and 2024, 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. …”see in full comparison
“The Company has only limited capital. Additional financing is necessary for the Company to continue as a going concern. Our independent auditors have issued an unqualified audit opinion for the years ended September 30, 2024 and 2023 with an explanatory paragraph on going concern.”see in full comparison
“Results of Operations for the years ended September 30, 2024 and 2023”see in full comparison
“During the next twelve months, we anticipate incurring costs related to filing of Security Act registrations, if applicable and Exchange Act reports, franchise fees, transfer agent fees, registered agent fees, legal fees, accounting fees, and investigating, analyzing, and consummating an acquisition or business combination. …”see in full comparison
Full comparison: every changed paragraph (32)
Management’s Plan of OperationOperation.
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. TheyThe 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, wethe Company may also mayprovide provide
forward-looking statements in other materials
that we release to the public.
The Company’s current business
objective objective
is to seek a business combination with an operating company. WeThe Company intend to use the Company’sour limited personnel and financial resources
in connection with such activities. The CompanyWe will utilize itsour capital stock (common and preferred),stock, debt or a combination of capital
stock and debt, in effecting a
business combination. It may be expected that entering into a business combination will involve the issuance
of restricted shares of capital
stock. The issuance of additional shares of our capital stock may significantly reduce the equity interest
of our shareholders, will likely
cause a change in control if a substantial number of our shares of capital stock are issued, and most
likely will also result in the resignation
or removal of our present officer and director; and may adversely affect the prevailing market
price for our common stock.
Similarly, ifIf we issued debt securities, it could
result in default and foreclosure on our assets if our operating revenues after a business combination were insufficient to pay our debt
obligations, acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due
if the debt security contained covenants that required the maintenance of certain financial ratios or reserves and any such covenants
were breached without a waiver or renegotiations of such covenants, our immediate payment of all principal and accrued interest, if any,
if the debt security was payable on demand, and our inability to obtain additional financing, if necessary, if the debt security contained
covenants restricting our ability to obtain additional financing while such security was outstanding.
Going Concern.
The Company’s audited financial statements for the years ended September 30, 2025 and 2024 and the balance sheet as of September 30, 2025 and 2024, 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.
Results of Operations for the years ended
September 30, 2024 and 2023
The Company hashad not generated any
revenues or
costs of operations during the years ended September 30, 20242025 and 2023.2024.
The Company had total operating expenses of $93,554 during the year ended September 30, 2025 and total operating expenses of $71,017 for the year ended September 30, 2024.
The Company incurred $10,500 interest expense for the year ending September 30, 2025 and 2024 and interest income of $237 in the year ended September 30, 2025.
The Company incurred general and administrative
expenses consisting of professional fees, filing fees for reporting requirements and other general and administrative expenses of $65,017
and $25,308 for the years ended September 30, 2024 and 2023, respectively. The increase in general and administrative expenses
is attributed to compliance costs related to filing of Exchange Act reports, franchise tax fees, transfer agent fees, registered agent
fees, legal costs and accounting fees. The Company did not incur any costs or expenses applicable to investigating and analyzing an acquisition
or business combination.
InterestThe expenseCompany accruedhad ona thenet related to the
related party note payableloss of $350,000$103,817
and was $10,500$81,517 for each of the years endedending September 30, 20242025 and 2023,2024, respectively.
The
net loss for the years ended September 30, 2024 and 2023 was $75,517 and $35,808 respectively .
The loss increase for the year ended September 30, 2024 over September 30, 2023 is attributed to an increase of general and administrative
costs as a public reporting issuer.
As
of September 30, 20242025 and 2024,
and as of the date hereof, the Company has had no business operations and nolimited cash resources other than thatthose provided
by Repository
Services LLC.LLC and short-term advances. We are dependent upon interim funding to be provided by Repository Services LLC andor Specialty Capital
Lenders Lenders
LLC,LLC or either,other investors to pay professional fees and expenses. If the Company requires 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 andor Specialty
Capitaladditional Lendersequity LLC.or Asdebt of September 30, 2024 and September 30, 2023, we had cash of $100,035 and $58,766, respectively.financing.
As of September 30, 2025 and 2024, respectively, the Company had cash of $234,405 and $100,035.
The Company had a negative cash flow from operations of $165,630 and $58,731 for the years ended September 30, 2025 and 2024, respectively.
The Company received proceeds of $300,000 and $100,000 in additional paid-in-capital for the years ended September 30, 2025 and 2024, respectively.
If we require additional financing, we cannot
predict whether equity or debt financing will become available at terms acceptable to us, if at all. The Company depends upon our present
cash and financial accommodations to be provided by Repository Services LLC to fulfill its filing obligations under the Exchange Act.
At present, the Company has no financial resources to re pay any financial accommodations provided.
The Company does not currently engage
in any business
activities that provide cash flow. 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.LLC or other investors.
During the next twelve (12) months, we anticipate
incurring costs related to filing of Exchange Act reports, franchise tax fees, transfer agent fees, registered agent fees, legal fees,
accounting fees, and investigating, analyzing, and consummating an acquisition or business combination. We estimate that these costs will
be in the range of fifteen thousand dollars to twenty-five thousand dollars or more per year, and that we will be able to meet these costs
as necessary, all to be provided by financial accommodations evidenced by an account payable to a promissory note payable by us to Repository
Services LLC and Specialty Capital Lenders LLC, or either.
On September 30, 2024 we had $100,035 in current
assets and $672,379 in current liabilities. As of September 30, 2023, we had $58,766 in current assets and $555,593 in current liabilities.
We had a negative cash flow from operations of
$58,731 during the year ended September 30, 2024 and a negative cash flow of $20,682 from operations during the year ended September 30,
2023. We financed our negative cash flow from operations during the twelve months ended September 30, 2024 through advances made by Repository
Services LLC and increases in accounts payable and other liabilities.
We had negative cash flow from operations during
the year ended September 30, 2023. We financed this negative cash flow from operations through advances made by Repository Services LLC
prior to September 30, 2023 and from increases in accounts payable. We have a short-term payable from an investor of $75,000 to be used
for any negative cash flow from operations.
The Company currently plans to satisfy
its cash
requirements for the next 12twelve months through its cash on hand and borrowings from Repository Services LLC or Specialty Capital
Lenders Lenders
LLC or companiesentities or individuals affiliated with either and believes it can satisfy its cash requirements so long as wethe Company
are able to obtain
financing from these parties. The Company expects that the money borrowedborrowed, if any, will be used during the next 12 twelve
months to satisfy the Company’s
operating costs, professional fees and for general corporate purposes.
During the next twelve months, we anticipate incurring costs related to filing of Security Act registrations, if applicable and Exchange Act 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, excluding Securities Act registrations, will be in the range of fifteen to twenty 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. Due to evolving regulatory standards and the potential variability in future offerings, the Company cannot reasonably estimate the costs of compliance with Securities Act obligations such costs will depend on a variety of factors including the nature and timing of future offerings, regulatory developments, and the scope of required disclosures.
As of September 30, 2025, the Company was obligated to Specialty Capital Lenders LLC for $ 350,000, with accrued interest of $94,529, for a total of $444,529 evidenced by a note. As of the date hereof, the maturity date of the note was extended to December 31, 2026.
Off-Balance Sheet Arrangements.
The Company has only limited capital. Additional
financing is necessary for the Company to continue as a going concern. Our independent auditors have issued an unqualified audit opinion
for the years ended September 30, 2024 and 2023 with an explanatory paragraph on going concern.
As of September 30, 20242025 and 2023,2024,
the weCompany did not
have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under
the theSecurities Exchange Act.Act of 1934, as amended.
Contractual Obligations and Commitments.
As of September 30, 2024 and 2023, and as of the
date hereof, we did not have any contractual obligations.
Our significant accounting policies
are described
in the notes to our financial statements for the year ended September 30, 2024 and 2023 and are included elsewhere in this Annual Report.statements.
What changed in the latest 10-Q
Risk Factors
New heading “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.”
New heading “The issuance of a substantial number of shares in connection with the Share Exchange Agreement will result in significant dilution to our existing stockholders.”
Largest changes
“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.”see in full comparison
“The issuance of a substantial number of shares in connection with the Share Exchange Agreement will result in significant dilution to our existing stockholders.”see in full comparison
“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. …”see in full comparison
see in full comparisonInExceptaddition 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. We believe that it is important to communicate our future expectations to our investors. However, there may be events in the future that we are not able to accurately predict or control and that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. You should not place undue reliance on the forward-looking statements. Exceptas required by applicable law, including the rules and regulations of theSEC,SecuritiesweandundertakeExchange 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. AlthoughwethebelieveCompany 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.
“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. …”see in full comparison
“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. …”see in full comparison
Full comparison: every changed paragraph (17)
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.
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.
InExcept
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. We believe that it is important to communicate our future expectations to our investors. However, there may
be events in the future that we are not able to accurately predict or control and that may cause our actual results to differ materially
from the expectations we describe 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 SEC,Securities weand undertakeExchange 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 wethe believeCompany 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.
Management's Discussion & Analysis (MD&A)
Largest changes
“If we issued debt securities, it could result in default and foreclosure on our assets if our operating revenues after a business combination were insufficient to pay our debt obligations, acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contained covenants that required the maintenance of certain financial ratios or reserves and any such covenants were breached without a waiver or renegotiations of such covenants, our immediate payment of all principal and accrued interest, if any, if the debt …”see in full comparison
“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. …”see in full comparison
“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. …”see in full comparison
“The Company’s current business objective is to seek a business combination with an operating company. The Company intend to use our limited personnel and financial resources in connection with such activities. We will utilize our capital stock, debt or a combination of capital stock and debt, in effecting a business combination. It may be expected that entering into a business combination will involve the issuance of restricted shares of capital stock. …”see in full comparison
“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. …”see in full comparison
“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. …”see in full comparison
Full comparison: every changed paragraph (31)
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.
The
Company’s current business objective is to seek a business combination with an operating company. The Company intend to use our
limited personnel and financial resources in connection with such activities. We will utilize our capital stock, debt or a combination
of capital stock and debt, in effecting a business combination. It may be expected that entering into a business combination will involve
the issuance of restricted shares of capital stock. The issuance of additional shares of our capital stock may significantly reduce the
equity interest of our shareholders, will likely cause a change in control if a substantial number of our shares of capital stock are
issued, and most likely will also result in the resignation or removal of our present officer and director and may adversely affect the
prevailing market price for our common stock.
If
we issued debt securities, it could result in default and foreclosure on our assets if our operating revenues after a business combination
were insufficient to pay our debt obligations, acceleration of our obligations to repay the indebtedness even if we have made all principal
and interest payments when due if the debt security contained covenants that required the maintenance of certain financial ratios or reserves
and any such covenants were breached without a waiver or renegotiations of such covenants, our immediate payment of all principal and
accrued interest, if any, if the debt security was payable on demand, and our inability to obtain additional financing, if necessary,
if the debt security contained covenants restricting our ability to obtain additional financing while such security was outstanding.
The
Company’s unaudited financial statements for the three and sixnine months ended MarchJune 31,30, 2026 and 2025 and the balance sheet as of
MarchJune 31,30, 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 MarchJune 31,30, 2026 and 2025.
The
Company had total operating expenses of $76,588$24,560 during the three months ended MarchJune 31,30, 2026 and total operating expenses of $18,530$23,239 for
the three months ended MarchJune 31,30, 2025. The increase due to increased professional fees for audits.
The
Company had total operating expenses of $92,938$117,498 during the sixnine months ended MarchJune 31,30, 2026 and total operating expenses of $36,242$59,481 for
the sixnine months ended MarchJune 31,30, 2025. The increase due to increased professional fees for audits.
The
Company incurred $875$0 and $2,625 in interest expense for the three months ending MarchJune 31,30, 2026 and 2025, respectively.
The
Company incurred $3,500 and $5,250$7,875 interest expense for the sixnine months ending MarchJune 31,30, 2026 and 2025, respectively.
The
Company had interest income of $3,356 and $0 for the three months ending March 31, 2026 and 2025, respectively.
The
Company had interest income of $5,308$0 and $0 for the three months ending MarchJune 31,30, 2026 and 2025, respectively.
The
Company had ainterest net lossincome of $74,107$5,308 and $21,155$0 for the three months ending MarchJune 31,30, 2026 and 2025, respectively.
The
Company had a net loss of $91,130$24,560 and $41,492$25,864 for the sixthree months ending MarchJune 31,30, 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.
As
of MarchJune 31,30, 2026, and through the date hereof, the Company has no business operations and limited cash resources other than thatthose 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.
As
of March 31, 2026 and September 30, 2025, respectively, the Company had cash of $15,052 and $234,405, respectively.
The
Company had a negative cash flow from operations of $89,353 and $80,318 for the six months ended March 31, 2026 and 2025, respectively.
The
Company does not currently engage in any business activities that provide cash flow. 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.
TheIf
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 areis 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.
DuringIf
the Business Combination is not consummated, during the next twelve months, wethe anticipateCompany 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 MarchJune 31,30, 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.
As
of MarchJune 31,30, 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.
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.
As
of March 31, 2026 and September 30, 2025, the Company did not have any contractual obligations.
PCMC insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding PCMC (13F)
None of the 59 investors we track reported a position in their latest 13F.