PHCI 10-K & 10-Q changes, risk factors and insider trading

These conditions raise substantial doubt about our ability to continue as a going concern for the next twelve months. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The financial statements included herein also include a going concern footnote from our auditors.

There is no significant operating history upon which to base any assumption as to the likelihood that we will prove successful, and we may never achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail. As of July 31, 2024,2025, the Company has suffered recurring losses from operations, has an accumulated deficit of $22,767,705$23,304,119 (consisted of stock-based compensation of $14,524,741 and impairment loss of $7,548,000 which are non-recurring) and earned limited revenues of $19,643$241,430 for the year ended July 31, 2024.2025. We may not have profitable operations in the future to ensure our continuation.

As of the date of this Report, T. Benjamin Jennings, our President, Chief Executive Officer and director, beneficially owns approximately 44.8%28.79% of the issued and outstanding shares of our common stock. As a result, he controls approximately a majority of the stockholder vote. As a result, he has the ability to influence matters affecting our stockholders and will therefore exercise control in determining the outcome of all corporate transactions or other matters, including the election of directors, mergers, consolidations, the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. Any investor who purchases shares will be a minority stockholder and as such will have little to no say in the direction of the Company and the election of directors. Additionally, it will be difficult if not impossible for investors to remove our current directors, which will mean they will remain in control of who serves as officers of the Company as well as whether any changes are made in the Board of Directors. As a potential investor in the Company, you should keep in mind that even if you own shares of the Company’s common stock and wish to vote them at annual or special stockholder meetings, your shares will likely have little effect on the outcome of corporate decisions. Because Mr. Jennings controls the vote on all stockholder matters, investors may find it difficult to replace our management if they disagree with the way our business is being operated. Additionally, the interests of Mr. Jennings may differ from the interests of the other stockholders and thus result in corporate decisions that are adverse to other stockholders.stockholders..

We compete with other companies in a highly fragmented market that includes national, regional and local service providers, as well as service providers with global operations. These companies have services that are similar to ours, and certain of these companies have substantially greater financial resources than we do. There can be no assurance that we will be able to compete effectively against our competitors or timely implement new services. Increased competition and cost pressures affecting the healthcare markets in general may result in lower prices for our services, reduced operating margins and the inability to maintain or increase our market share.

We previously intended to offer management and consulting services to healthcare organizations. Because we have not been successful in launching our previous business plan, we are seeking new opportunities or business arrangements primarily in the environmental services industry, emerging innovative technologies and individual health choices led by innovation and integration.

During the years ended July 31, 20242025, and 2023,2024, we generated $19,643$241,430 and $0$19,643 of revenues, respectively. The revenues are related to sales of raw material including $115,153 and $8,320 sales to a company controlled by a related party.party, respectively.

We had cost of revenues of $11,549$ 179,915 and $0$11,549 for the years ended July 31, 20242025, and 2023,2024, respectively. The cost of revenues including $19,100 and $0 cost of raw material purchased from a company controlled by a related party, respectively. For the years ended July 31, 2025, and 2024, the cost of revenue consisted of purchasepurchasing raw material of $160,440 and $7,549 and shipping costcosts of $4,000.$19,475 and $4,000, respectively.

Operating expenses for the years ended July 31, 20242025, and 20232024 were $15,253,629$ 607,247 and $7,126,053,$15,253,629, respectively. For the year ended July 31,2025, the operating expenses were primarily attributed to professional fees for maintaining reporting status with the Securities and Exchange Commission (“SEC”) of $67,463 and general and administrative expenses of $539,784. For the year ended July 31, 2024, the operating expenses were primarily attributed to professional fees for maintaining reporting status with the Securities and Exchange Commission (“SEC”) of $62,083, general and administrative expenses of $7,643,546 relating mainly to stock-based compensation for amount of $7,506,741, and impairment loss of $7,548,000 related to acquisition of an entity was not completed as of filling date of this Financial Statements.

Other income and expenses for the years ended July 31, 20242025, and 2023,2024, represent interest expenses of $4,435$4,500 and $3,990$4,435 to our CEOrelated parties and Chairman, T. Benjamin Jennings,directors, on funds advanced to the CompanyCompany, other interest expenses of $58 and $0 and interest income of $1,039$2,383 and $13,$1,039, respectively.

We had net losses of $ 536,414 for the year ended July 31, 2025, and $15,245,007 for the year ended July 31, 2024, and $7,124,658 for the year ended July 31, 2023.2024. The increasedecrease in net loss of $8,120,349$14,708,593 primarily was due to ana increasedecrease in operating expenses of $8,127,576$14,646,382, other expenses of $12,714, offset by an increase in gross profit of $8,094,$53,421, a decrease in discontinued operations of $1,448 and a decrease in other expenses of $581.$3,924.

The following is a summary of discontinued operations for the years ended July 31, 2024 and 2023:

Cost of revenues - related party for the year ended July 31, 2024 and 2023,2024, were $62,743 and $94,629, respectively.$62,743. The cost of revenues -related party was for the payroll expenses related to a member of the Company’s board of directors, who performed the consulting services in connection with the First DP Ventures LP agreement.

As of July 31, 2024,2025, our current assets were $1,838$95,424 and our current liabilities were $219,011$155,355 which resulted in working capital deficiency of $217,173$59,931. As of July 31, 2024,2025, current assets were comprised of $1,838$85,980 in cash.cash, $6,901 in prepaid expenses, $2,543 in accounts receivable. As of July 31, 2024,2025, current liabilities were comprised of $104,061$91,206 in accounts payable and accrued liabilities, $76,148$7,111 in due to related partyparty, $11,653 in short term advance payable and $38,802$45,385 in operating lease liabilities - current portion.

As of July 31, 2023,2024, our current assets were $129,602,$1,838 and our current liabilities were $79,884$219,011 which resulted in working capital deficiency of $49,718.$217,173 As of July 31, 2023,2024, current assets were comprised of $118,569$1,838 in cash, $8,333 in accounts receivable and $2,700 in employee advanced.cash. As of July 31, 2023,2024, current liabilities were comprised of $32,385$104,061 in accounts payable and $47,499accrued liabilities, $64,495 in due to related party.party, $11,653 in short term advance payable and $38,802 in operating lease liabilities - current portion.

As of July 31, 2024,2025, our working capital decreased by $266,891$157,242 from a $49,718$217,173 working capital deficiency on July 31, 2023,2024, to $217,173$59,931 of working capital deficiency on July 31, 2024,2025, primarily due to an increase in current assets of $93,586 and a decrease in current assets of $127,764 offset by an increase in current liabilities of $139,127.$63,656.

During the year ended July 31, 2024,2025, the Company deposited $48,000$639,645 for assetslicense acquisition.agreement.

During the year ended July 31,2025, we issued 1,325,000 shares of restricted common stock at prices of $0.50 and $2.00 per share for an aggregate amount of $1.225,000 in cash For the year ended July 31, 2024,2025, our company had a net loss of $15,245,007$536,414 and generated $19,643$241,430 in revenues. Our company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending July 31, 2025.2026. The ability of our company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of our business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings. The Company intends to fund operations through equity financing arrangements and related party advances, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending July 31, 2026. These factors, among others,conditions raise substantial doubt about our company’s ability to continue as a going concern.concern for the next twelve months. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

For more information on recently issued accounting standards, see “Note 2 - Summary Ofof Significant Accounting Policies” “to the Notes to Consolidated Financial Statements included herein under “Item 8. Financial Statement and Supplemental Data”.Data.

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annualquarter report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include but are not limited to those discussed below and elsewhere in this report. Our unaudited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

The following summary of our results of operations should be read in conjunction with our unaudited consolidated financial statements for the period ended JanuaryApril 31,30, 2026, which are included herein.

Our operating results for the sixnine months ended JanuaryApril 31,30, 2026, and 2025 and the changes between those periods for the respective items are summarized as follows.

Results of Operations for the three months ended JanuaryApril 31,30, 2026, and 2025

During the three months ended JanuaryApril 31,30, 2026, and 2025, we generated $139,500$0 and $39,231$109,601 revenues related to sales of raw materials, respectively. During the three months ended JanuaryApril 31,30, 2026, and 2025, the revenues consist of $0 and $39,231$40,259 sales of raw material to a company controlled by a related party, respectively.

During the three months ended JanuaryApril 31,30, 2026, and 2025, the cost of revenues was $54,900$0 and $20,750$99,574 related to raw material, handling and transportation, respectively. During the three months ended JanuaryApril 31,30, 2026, and 2025, the cost of revenues consists-related ofparty $0was and $20,750 related to purchase of raw material from a company controlled by a related party,nil, respectively.

Operating expenses for the three months ended JanuaryApril 31,30, 2026, and 2025 were $163,241$69,890 and $116,586,$125,490, respectively. For the three months ended JanuaryApril 31,30, 2026, and 2025, the operating expenses were primarily attributed to professional fees for maintaining reporting status with the Securities and Exchange Commission (“SEC”) of $36,785$29,662 and $26,508$25,577 and general and administrative expenses of $126,456$40,228 and $90,078,$99,913, respectively.

Other expenses for the three months ended JanuaryApril 31,30, 2026, and 2025,2025 represent primarily interest expenses of $0 and $1,884$988 to our related parties, on funds advanced to the Company, interest expenses of $48,068$46,655 and $0 in connection with note payable, cancellation other interest expenses of $0 and $87$88 and interest income of $110$30 and $61,$553, respectively.

Results of Operations for the sixnine months ended JanuaryApril 31,30, 2026, and 2025

During the sixnine months ended JanuaryApril 31,30, 2026, and 2025, we generated $139,500 and 82,799192,400 revenues related to sales of raw materials, respectively. During the sixnine months ended JanuaryApril 31,30, 2026, and 2025, the revenues consist of $0 and $74,894$115,153 sales of raw material to a company controlled by a related party, respectively.

During the sixnine months ended JanuaryApril 31,30, 2026, and 2025, the cost of revenues was $54,900 and $39,243$138,817 related to raw material, handling and transportation, respectively. During the sixnine months ended JanuaryApril 31,30, 2026, and 2025, the cost of revenues consists of $0 and $20,750 related to purchase of raw material from a company controlled by a related party, respectively.

Operating expenses for the sixnine months ended JanuaryApril 31,30, 2026, and 2025 were $153,778,699$153,848,589 and $230,805,$356,295, respectively. For the sixnine months ended JanuaryApril 31,30, 2026, and 2025, the operating expenses were primarily attributed to research and development expenses of $153,400,000 and $0, professional fees for maintaining reporting status with the Securities and Exchange Commission (“SEC”) of $69,423$99,085 and $26,652$52,229 and general and administrative expenses of $309,276$349,504 and $204,153,$304,066, respectively.

Pursuant to acquisition of licensed technology agreement dated August 1,2025,1, 2025, the Company accounted for the transaction for asof an asset acquisition of in process research & development (IPR&D) with no alternative future use. The Company recognized the entire amount of the consideration of $153,400,000 as research and development expenses upon closing the transaction Other expenses for the sixnine months ended JanuaryApril 31,30, 2026, and 2025, represent primarily interest expenses of $146 and $3,762$4,750 to our related parties, on funds advanced to the Company, interest expenses of $97,670$144,325 and $0 in connection with note payable, other interest expenses of $0 and $146$58 and interest income of $1,740$1,770 and $81,$634, respectively.

As of JanuaryApril 31,30, 2026, our current assets were $81,255$62,365 and our current liabilities were $4,255,467$4,342,438 which resulted in working capital deficiency of $4,174,212.$4,280,073. As of JanuaryApril 31,30, 2026, current assets were comprised of $17,061$46 in cash, $7,151$5,276 in prepaid expenses and $57,043 in accounts receivable compared to $85,980 in cash, $6,901 in prepaid expenses and $2.543 in accounts receivable as of July 31, 2025. As of January 31, 2026, current liabilities were comprised of $292,225 in accounts payable and accrued liabilities, $11,653 in short - term advance payable, $46,734 in operating lease liabilities and $3,904,855 in note payable -related party compared to $91,206 in accounts payable and accrued liabilities $11,653 in short-term advances payable, $7,111 in due to related parties and $45,385 in operating lease liabilities - current portion as of July 31, 2025.

As of JanuaryApril 31,30, 2026, our working capital (deficiency) increased by $4,114,281$4,220,142 from a $59,931 working capital deficiency at July 31, 2025, to $4,174,212$4,280,073 of working capital deficiency at JanuaryApril 31,30, 2026, primarily due to a decrease in current assets of $14,169$33,059 and an increase in current liabilities of $4,100,112.$4,187,083.

We have not generated positive cash flows from operating activities. For the sixnine months ended JanuaryApril 31,30, 2026, net cash flows used in operating activities were $241,308,$286,023, consisting of a net loss of $153,790,175,$153,906,690, reduced by research and development expenses -license of $153,400,000, imputed interest on related party’s loan of $146, non-cash lease expenses of $20,812$31,466 and a net change in working capital of $127,909.$189,055.

For the sixnine months ended JanuaryApril 31,30, 2025, net cash flows used in operating activities were $41,287,$208,561, consisting of a net loss of $191,076,$306,886, reduced by imputed interest on related parties’ loan of $3,762,$4,750, stock - based compensation of $13,482, non-cash lease expenses of $19,539$29,542 and a net change in working capital of $113,006.$50,551.

For the sixnine months ended JanuaryApril 31,30, 2026, and 2025, nothe cashflowsCompany wereprepaid provided$0 byand or$45,000 usedfor inlicense, investing activities.respectively

For the sixnine months ended JanuaryApril 31,202630, 2026 and 2025, we received $0$27,700 and $0 from advances to pay certain operation expenses from related party loans, and repaid $7,111 and $10,000$73,003 to the related party, respectively.

During sixthe nine months ended JanuaryApril 31,2026,30, 2025, we received an aggregate amount of $535,000$475,000 from twofour investors for purchasing 101,074950,000 shares of restricted common stock of the Company at a price of $3.50 -$5.49$0.50 per share.

During the sixnine months ended JanuaryApril 31,2026,30, 2026, we repaid partial note payable for amount of $355,500.

As of JanuaryApril 31,30, 2026, our company had a net loss of $153,790,175$153,906,690 and an accumulated deficit of $177,094,294.$177,210,809. Our company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending July 31, 2026. The ability of our company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of our business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings. These conditions raise substantial doubt about our company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.