Filed 2026-02-04 · Period ending 2025-09-30 · 27,870 words · SEC EDGAR
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# PUBLIC CO MANAGEMENT CORP (PCMC) — 10-K
**Filed:** 2026-02-04
**Period ending:** 2025-09-30
**Accession:** 0001214659-26-001181
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1141964/000121465926001181/)
**Origin leaf:** a5502bff9a411c4bbd7585e3245b4b41e1631d1d6f77563cc8bd21c4151f3e46
**Words:** 27,870
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**
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION**
**Washington, D.C. 20549**
**FORM 10-K**
(Mark One)
|
x |
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
for the fiscal year endedSeptember 30, 2025
or
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TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
Commission File No.333-21436
|
PUBLIC COMPANY MANAGEMENT CORPORATION | |
|
(Exact name of registrant as specified in its charter) | |
****PUBLIC CO MANAGEMENT CORP
****
|
Nevada |
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88-0493734 | |
|
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) | |
9350 Wilshire Boulevard, Suite 203,
Beverly Hills, CA 90212
(Address of principal executive offices,
Zip Code)
310 862.1957
(Registrants telephone number,
including area code)
__________________________________
(Former address, if changed since last
report)
|
Title of each class |
Trading
Symbol(s) |
Name of each exchange on
which registered | |
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Common Stock, $0.001 par value per share |
PCMC |
OTC Basic Market
OTCID | |
Securities registered pursuant to Section
12(g) of the Exchange Act:
Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
xNo
Indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. x
Yes No
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. x
Yes No
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data
File required to be submitted pursuant to Rule 405 of Regulation S-T ( 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit such files). Yes
xNo
| | 1 | | |
| | |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated
filer, accelerated filer, smaller reporting company, and emerging growth company in Rule
12b-2 of the Exchange Act.
|
Large accelerated filer |
|
Accelerated filer |
| |
|
Non-accelerated Filer |
|
Smaller reporting company |
x | |
|
|
|
Emerging growth company |
| |
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check
mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report.
If securities
are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included
in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check
mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received
by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).
Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). xYes
No
The aggregate market value of the voting and
non-voting common equity held by non-affiliates of the registrant as of December 31, 2025, the last business day of the
registrants most recently completed third fiscal quarter, was $7,198,131.36
based on the closing price of $ 0.21 per share as reported on the OTC Markets as of that date.
As of February 4, 2026, the registrant
had34,276,816shares of
Common Stock outstanding.
| | 2 | | |
| | |
**TABLE OF CONTENTS**
|
Item |
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Description |
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Page | |
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ITEM 1. |
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Business |
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4 | |
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ITEM 1A. |
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Risk Factors |
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8 | |
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ITEM 2. |
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Properties |
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18 | |
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ITEM 3. |
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Legal Proceedings |
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19 | |
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ITEM 4. |
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Mine Safety Disclosures |
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19 | |
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ITEM 5. |
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Market for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases
of Equity Securities |
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20 | |
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ITEM 6. |
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[Reserved] |
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21 | |
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ITEM 7. |
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Managements Discussion and Analysis of Financial Condition and Results of Operation |
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21 | |
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ITEM 8. |
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Financial Statements and Supplementary Data |
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22 | |
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ITEM 9. |
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure |
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36 | |
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ITEM 10. |
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Directors, Executive Officers and Corporate Governance |
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38 | |
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ITEM 11. |
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Executive Compensation |
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41 | |
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ITEM 12. |
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
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41 | |
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ITEM 13. |
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Certain Relationships and Related Transactions, and Director Independence |
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42 | |
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ITEM 14. |
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Principal Accountant Fees and Services |
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43 | |
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ITEM 15. |
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Exhibit and Financial Statement Schedules |
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44 | |
****
**CAUTIONARY STATEMENT
REGARDING FORWARD-LOOKING**
**STATEMENTS AND INFORMATION**
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; 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 Companys 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.
| | 3 | | |
| | |
**PART I**
**ITEM 1. BUSINESS.**
**General Background of the Company**
**
Public Company Management Corporation (the Company)
was incorporated under the name of MyOffiz, Inc. on October 26, 2000, under the laws of the State of Nevada. On November 6, 2004, the
Company changed its name from MyOffiz, Inc. to Public Company Management Corporation.
The Company was a management consulting firm that
educated and assisted small businesses to improve their management, corporate governance, regulatory compliance, and other business processes,
with a focus on capital market participation. The Company did intend to provide solutions to clients at various stages of the business
lifecycle by:
|
| Educational products to improve business processes or explore entering the capital
markets; | |
|
| Startup consulting to early-stage companies planning for growth; | |
|
| Management consulting to companies seeking to enter the capital markets via self-underwriting
or direct public offering or to move from one capital market to another; and | |
|
| Compliance services to fully reporting, publicly
traded companies. | |
The Company generated revenues primarily from consulting services that 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 Companys clients
common stock.
The Company provided its services primarily through
GoPublicToday.com, Inc., Pubco WhitePapers, Inc., Public Company Management Services, Inc. and Nevada Management Corporation, Inc., subsidiaries
of the Company.
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 many 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 Companys 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.
| | 4 | | |
| | |
**General Overview**
****
**Covid-19.**
****
****
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.
****
****
**Russia Ukraine Conflict.**
The extent to which the Russia Ukraine conflict
impacts our search for an initial business combination will depend on future developments, which are highly uncertain, cannot be predicted
and may include but are not limited to the potential effect of bans, sanction programs, additional licensing requirements, and/or boycotts
as they may have an effect on the merger or acquisition or business combination with a private entity. The degree of uncertainty surrounding
an existing or escalating conflict is uncertain and cannot be predicted, including added information which may emerge concerning the conflict
and its impact. We have no basis to evaluate the possible risks of the Russia Ukraine conflict.
**Israel Hamas Conflict.**
****
The ongoing armed conflict between Israel and Hamas-led Palestinian
groups may adversely affect our ability to identify, evaluate, and consummate an initial business combination. The extent of such impact
is inherently uncertain and subject to future developments beyond our control. These may include, but are not limited to, the imposition
of international sanctions, trade restrictions, licensing requirements, bans, or boycotts. 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
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.
**Syria Unrest**.
The ongoing unrest in Syria, following the recent collapse of Bashar al-Assads
regime and ensuing power struggles, has created a highly volatile and unpredictable environment. As the country faces significant reconstruction
challenges, the broader geopolitical and economic landscape remains uncertain. Factors such as international sanctions, the deterioration
of key economic sectors including oil and agriculture, and the large-scale displacement of the population may further hinder Syrias
recovery. These conditions could materially affect our ability to identify, evaluate, or consummate a merger, acquisition, or other business
combination with a private entity, particularly one with direct or indirect exposure to the region.
****
****
****
**Climate-Related Issues.**
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 climate and climate related risks. The degree
of uncertainty and impact cannot be predicted.
| | 5 | | |
| | |
**Cybersecurity Issues.**
The extent to which the Company may be required
to make certain cybersecurity related disclosures in connection with the business of any potential target business is unknown; however,
the target business may have products, services and systems used, including customer or third-party operations, or involve the storage,
processing and transmission of sensitive data, including valuable intellectual property, other proprietary or confidential data, regulated
data, and personal information of employees, customers and others. These risks 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 cybersecurity related financial
statement metrics in a note to the audited financial statements. We have no basis to evaluate the cybersecurity risks. The degree of uncertainty
and impact cannot be predicted.
**Company is a Shell Company with Penny Stock.**
****
At present, the Company is a development stage company with no revenues, nominal
assets and no specific business plan or purpose. The Companys 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 Companys common stock is a penny
stock, as defined in Rule 3a51-1 promulgated by the SEC under the Exchange Act. The penny stock rules require a broker-dealer,
prior to a transaction in penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides
information about penny stocks and the nature and level of risks in the penny stock market. These disclosure rules have the effect of
reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. So long as the
common stock of the Company is subject to the penny stock rules, it may be more difficult to sell the Companys common stock.
A shell issuer may also be a blank check company
or a blind pool company, a company in the developmental stage, any company that has no specific business plan or purpose, or a company
that has as its business plan to merge with or acquire an unidentified third property. Accordingly, the Company may be required, under
current and proposed new rules and amendments of the SEC, to provide enhanced disclosures for investor protection in the event that we
engage in a merger or acquisition with an unidentified company substantially similar to those required in registration statements for
an initial public offering.
****
**Effect of Amended Rule 15c2-11 on the Companys
securities.**
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 issuers 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.
| | 6 | | |
| | |
**Effect of SPAC rules on the Company.**
****
Investors should be aware that as
a shell company, the Companys 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 companys 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 companys
shareholders even if shares are issued solely to the private companys 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 Companys 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 Companys securities. There can be no assurance that the SEC will declare the Companys 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.
**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 Securites Exchange Actfor 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 Exchange 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.
****
****
| | 7 | | |
| | |
****
**Business Objectives of the Company**
****
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 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
of virtually any kind or nature, and we have not established any particular criteria upon which we consider a business opportunity. This
discussion of the proposed business herein is purposefully general and is not meant to be restrictive of the Company's virtually unlimited
discretion to search for and enter into potential business opportunities. Management anticipates that it may be able to participate in
only one potential business venture because the Company has nominal assets and limited financial resources.
**Effecting a Business Combination**
Prospective investors in the Companys 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 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.
Management (which may also include the majority
shareholder of the Company) would have substantial flexibility in identifying and selecting a prospective new business opportunity. The
Company is dependent on the judgment of its management in connection with this process. There are many criteria that management may deem
relevant. In connection with an evaluation of a prospective or potential business opportunity, management may be expected to conduct a
due diligence review. A business combination may involve a company which may be financially unstable or in its early stages of development
or growth.
The time and costs required to pursue new business
opportunities, which include 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 Companys 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.
The Company intends to conduct its activities
so as to avoid being classified as an Investment Company under the Investment Company Act of 1940 and therefore avoid application
of the costly and restrictive registration and other provisions of the Investment Company Act of 1940 and the regulations promulgated
thereunder.
**ITEM 1A. RISK FACTORS**.
**Forward-Looking Statements**
This Annual Report on Form 10-K contains forward-looking
statements that are based on current expectations, estimates, forecasts and projections about us, our future performance, the market in
which we operate, our beliefs and our managements assumptions. In addition, other written or oral statements that constitute forward-looking
statements may be made by us or on our behalf. Words such as expects, anticipates, goals, intends,
plans, believes, seeks, estimates, variations of such words and similar expressions
are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain
risks, uncertainties and assumptions that are difficult to predict or assess. Therefore, actual outcomes and results may differ materially
from what is expressed or forecast in such forward-looking statements.
Any investment in our shares of common stock involves
a high degree of risk. You should carefully consider the following information about these risks, together with the other information
contained in this Annual Report before you decide to invest in our common stock. Each of the following risks may materially and adversely
affect our business objective, plan of operation and financial condition. These risks may cause the market price of our common stock to
decline, which may cause you to lose all or a part of the money you invested in our common stock. We provide the following cautionary
discussion of risks, uncertainties, and possible assumptions relevant to our business plan. In addition to other information included
in this Annual Report, the following factors should be considered in evaluating the Companys business and future prospects.
| | 8 | | |
| | |
**Risks Related to the Company**
**The Company has not clearly identified a target business.**
****
The
Companys 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 Companys current negotiations involving real
estate development companies, this represents a material shift in our strategic direction. Accordingly, although the Companys 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 Companys common stock to evaluate the
possible merits or risks of any target business or the particular industry in which we may operate.
To the extent we effect a business combination
with a financially unstable company or an entity in its early stage of development or growth, including entities without established records
of sales or earnings, we may be affected by numerous risks inherent in the business and operations of financially unstable and early stage
or potential emerging growth companies. In addition, to the extent that we effect a business combination with an entity in an industry
characterized by an elevated level of risk, we may be affected by the currently unascertainable risks of that industry. An extremely high
level of risk frequently characterizes many industries which experience rapid growth. In addition, although the Companys management
will endeavor to evaluate the risks inherent in a particular industry or target business, we cannot assure you that we will properly ascertain
or assess all significant risk factors.
****
****
**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 companys 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 companys financial performance.
| | 9 | | |
| | |
**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 companys 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 Companys 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.
****
**Sources of target businesses.**
Management anticipates that target business candidates
will be brought to our attention from various unaffiliated sources, including securities broker-dealers, investment bankers, venture capitalists,
bankers, and other members of the financial community, who may present solicited or unsolicited proposals. Our management may also bring
to our attention target business candidates. While we do not presently anticipate engaging the services of professional firms that specialize
in business acquisitions on any formal basis, we may engage these firms in the future, in which event we may pay a finders fee
or other compensation in connection with a business combination. In no event, however, will we pay management any finders fee or
other compensation for services rendered to us prior to or in connection with the consummation of a business combination.
****
****
****
**Selection of a target business and structuring
of a business combination.**
Repository Services LLC owns 70.3% of the issued
and outstanding shares of common stock of the Company and will have broad flexibility in identifying and selecting a prospective target
business. In evaluating a prospective target business, our management will consider, among other factors, the following:
|
| financial condition and results of operation of the target company; | |
|
| growth potential; | |
|
| experience and skill of management and availability of additional personnel; | |
|
| capital requirements; | |
|
| competitive position; | |
|
| stage of development of the products, processes, or services; | |
|
| degree of current or potential market acceptance of the products, processes, or services; | |
|
| proprietary features and degree of intellectual property or other protection of the products, processes, or services; | |
|
| regulatory environment of the industry; and | |
|
| costs associated with effecting the business combination. | |
These criteria are not intended to be exhaustive.
Any evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on the above factors
as well as other considerations deemed relevant by our management in effecting a business combination consistent with our business objective.
In evaluating a prospective target business, we will conduct a due diligence review which will encompass, among other things, meetings
with incumbent management and inspection of facilities, as well as review of financial and other information which will be made available
to us.
We will endeavor to structure a business combination
so as to achieve the most favorable tax treatment to us, the target business and both companies stockholders. However, there can
be no assurance that the Internal Revenue Service or applicable state tax authorities will necessarily agree with the tax treatment of
any business combination we consummate.
| | 10 | | |
| | |
The time and costs required to select and evaluate
a target business and to structure and complete the business combination cannot presently be ascertained with any degree of certainty.
Any costs incurred with respect to the identification and evaluation of a prospective target business with which a business combination
is not completed will result in a loss to us.
**Probable lack of business diversification.**
While we may seek to effect business combinations
with more than one target business, it is more probable that we will only have the ability to effect a single business combination, if
at all. Accordingly, the prospects for our success may be entirely dependent upon the future performance of a single business. Unlike
other entities which may have the resources to complete several business combinations with entities operating in multiple industries or
multiple areas of a single industry, it is probable that we will lack the resources to diversify our operations or benefit from the possible
spreading of risks or offsetting of losses. By consummating a business combination with only a single entity, our lack of diversification
may subject us to numerous economic, competitive, and regulatory developments, any or all of which may have a substantial adverse impact
upon the particular industry in which we may operate subsequent to a business combination, and result in our dependency upon the development
or market acceptance of a single or limited number of products, processes, or services.
**Limited ability to evaluate the target business
management.**
We cannot assure you that our assessment of the
target business management will prove to be correct. In addition, we cannot assure you that the future management will have the
necessary skills, qualifications, or abilities to manage a public company intending to embark on a program of business development. Furthermore,
the future role of our director, if any, in the target business cannot presently be stated with any certainty.
While it is possible that our director will remain associated in some capacity with
us following a business combination, it is unlikely that he will devote his 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 selected target business.
Following a business combination, we may seek
to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the
ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge, or experience necessary
to enhance the incumbent management.
**Competition.**
In identifying, evaluating, and selecting a target
business, we expect to encounter intense competition from other entities having a business objective similar to ours. Many of these entities
are well established and have extensive experience identifying and effecting business combinations, either directly or through affiliates.
Many if not virtually most of these competitors possess far greater financial, human, and other resources compared to our resources. While
we believe that there are numerous potential target businesses that we may identify, our ability to compete in acquiring certain of the
more desirable target businesses will be limited by our limited financial and human resources. Our inherent competitive limitations are
expected by management to give others an advantage in pursuing the acquisition of a target business that we may identify and seek to pursue.
Further, any of these limitations may place us at a competitive disadvantage in successfully negotiating a business combination. Our management
believes, however, that our status as a reporting public entity with potential access to the United States public equity markets may give
us a competitive advantage over certain privately held entities having a similar business objective in acquiring a desirable target business
with growth potential on favorable terms.
If we succeed in effecting a business combination, we will likely 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.
**
**Employee.**
Quynh Hoa T. Tran, our Chief Executive Officer,
is our sole executive officer. Quynh Hoa T. Tran is not obligated to devote any specific number of hours per week and, in fact, intends
to devote only as much time as she deems necessary to administer the Companys affairs until such time as a business combination
is consummated. The amount of time she will devote in any time period will vary based on the availability of suitable target businesses
to investigate. We do not intend to have any full-time employees prior to the consummation of the business combination.
| | 11 | | |
| | |
**Conflicts of Interest.**
Specialty Capital Lenders LLC (and its managers and members)
is not required to commit its full-time efforts to the Companys 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 Companys affairs.
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. Trans
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 Companys management, which may include business activities similar
to those of a potential business combination, may result in potential or perceived conflicts of interest.
In the event that more than one business opportunity
is presented to the Company, management may have differences of opinion in determining which particular business opportunity should be
first presented or considered. In the event that the Companys management has future business affiliations (coupled with a fiduciary
duty to the business affiliation), management may have legal obligations to present certain business opportunities to multiple entities.
In the event that a conflict of interest shall arise, management will consider factors such as reporting status, availability of audited
financial statements, current capitalization, and the laws of jurisdiction.
The personal and financial interests of management may influence their motivation
in timely identifying and selecting a target business and completing a business combination. Consequently, managements discretion
in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions
and timing of a particular business combination are appropriate and in the best interests of our shareholders. If this were the case,
it would be a breach of their fiduciary duties to us, and we might have a claim against the participating member of management. However,
we might not ultimately be successful in any claim we may make against them for such reasons.
Company's management intends to be proactive in
identifying and eliminating any conflicts of interest. However, the Company believes its management will act in what we believe will be
in the best interests of the shareholders. The Company will not enter into a transaction with a target business that is affiliated with
management or where there is an actual conflict of interest.
**The Company has a limited operating history
and limited resources.**
The Companys operations have been limited
to seeking a potential business combination and has had no revenues from operations. Investors will have no basis upon which to evaluate
the Companys ability to achieve the Companys business objective, which is to effect a merger, capital stock exchange and/or
acquire an operating business. The Company will not generate any revenues until, at the earliest, after the consummation of a business
combination or acquiring an operating business.
**Our auditors have expressed substantial doubt about our ability
to continue as a going concern.**
As of September 30, 2025, we had $ 234,405
in cash and an accumulated deficit of $ 5,736,177. Our audited financial statements for the years ended September 30, 2025 and September
30, 2024 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 may not be 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 Companys
shares of common stock.
| | 12 | | |
| | |
**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.**
In connection with the preparation of the Companys 2025
and 2024 financial statements, we and our independent auditors identified material weaknesses in our internal control over financial reporting.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is
a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected
on a timely basis.
These material weaknesses related to the following:
1. The Company does not have written
documentation of their internal control system in accordance with the requirements of the Committee on Sponsoring Organizations (COSO)
or some similarly appropriate internal control methodology.
2. The Company failed to properly
classify contributed capital as additional paid-in-capital. An adjustment was made to correct the classification of these contributions,
which resulted in a restatement of the 2024 financial statements.
We cannot assure you that measures we may take will significantly
improve or remediate the material weaknesses described above. As of the date of this Annual Report, the material weaknesses have not been
remediated.
We may discover additional weaknesses in our system of internal
financial and accounting controls and procedures that could result in a material misstatement of our financial statements. Our internal
control over financial reporting will not prevent or detect all errors and all fraud. A control system, no matter how well designed and
operated, can provide only reasonable, not absolute, assurance that the control systems objectives will be met. Because of the
inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error
or fraud will not occur or that all control issues and instances of fraud will be detected.
**Since the Company has not yet identified a definitive target business with which
to complete a business combination, the Company is unable to ascertain the merits or risks associated with any particular business or
even the broader target industry.**
Since the Company has not yet identified or entered into a definitive agreement
with a selective target business, there is still no basis for investors to evaluate the possible merits or risks of the target business
which the Company may acquire. If the Company completes a business combination with a financially unstable company or an entity in its
development stage, the Company may be affected by numerous risks inherent in the operations of those entities. Although the Companys
management intends to evaluate the risks inherent in a particular industry or target business, 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
will benefit shareholders or prove to be more favorable to shareholders than any other investment that may be made by shareholders and
investors.
**Unspecified and unascertainable risks.**
There is no basis for shareholders to evaluate
the possible merits or risks of a potential business combination. To the extent that the Company effects a business combination with a
financially unstable operating company or an entity that is in its early stage of development or growth, the Company will become subject
to numerous risks. If the Company effects a business combination with an entity in a high-risk industry, the Company will become subject
to the currently unascertainable risks of that industry. Although management will endeavor to evaluate the risks inherent in a particular
business or industry, there can be no assurance that management will properly ascertain or assess all such risks that the Company perceived
at the time of the consummation of a business combination.
**It is likely that the Companys current
sole officer and director will resign upon consummation of a business combination and the Company will have only limited ability to evaluate
the management of the target business.**
The Companys ability to successfully effect
a business combination will be dependent upon the efforts of the Companys management. The future role of management in the target
business cannot presently be ascertained. Although it is possible that management may remain associated with the target business following
a business combination, it is likely that the management of the target business will remain in place. Although the Company intends to
closely scrutinize the management of a target business in connection with evaluating the desirability of effecting a business combination,
the Company cannot assure you that the Companys assessment of management will prove to be correct.
****
****
| | 13 | | |
| | |
****
**Dependence on key personnel.**
The Company is dependent upon the continued services of management. To the extent
that his services become unavailable, the Company will be required to obtain other qualified personnel and there can be no assurance that
we will be able to recruit qualified people upon acceptable terms.
**The Companys sole officer and director
may allocate her time to other businesses activities, thereby causing conflicts of interest as to how much time to devote to the Companys
affairs. This could have a negative impact on the Companys ability to consummate a business combination in a timely manner, if
at all.**
The Companys officer and director is not required to commit his full time
to the Companys affairs, which may result in a conflict of interest in allocating his time between the Companys business
and other businesses. The Company does not intend to have any full-time employees prior to the consummation of a business combination.
Management of the Company and the principal shareholder is engaged in other business endeavors, and each is not obligated to contribute
any specific number of his hours per week to the Companys affairs.
If Quynh Hoa T. Trans other business affairs
require her to devote more time to such affairs, it could limit her ability to devote time to the Companys affairs and could have
a negative impact on the Companys ability to consummate a timely business combination. The Company does not believe that her other
business affairs interfere with her duties as an officer and director but remotely could disturb her immediate performance of assumed
duties, if any. Furthermore, we do not have an employment agreement with Quynh Hoa T. Tran.
**The Company may be unable to obtain additional financing, when required, to complete
a business combination or to fund the operations and growth of the business combination target, which could compel the Company to restructure
a potential business combination transaction or to entirely abandon a particular business combination.**
If we require funds for a particular business combination, because of the size of the business combination or otherwise,
we may be required to seek additional financing, which may or may not be available a terms and conditions satisfactory to the Company,
if at all. To the extent that additional financing proves to be unavailable when and if needed to consummate a particular business combination,
we would be compelled to restructure the transaction or abandon that particular business combination and seek an alternative target business
candidate. In addition, if we consummate a business combination, we may require additional financing to fund the operations or growth
of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or
growth of the target business. The Companys officer, director or stockholders are not required to provide any financing to us in
connection with or after a business combination.
**It is probable that the Company will only
be able to enter into one business combination, which will cause us to be solely dependent on such a single business and a limited number
of products or services.**
It is probable that the Company will enter into
a business combination with a single operating business. Accordingly, the prospects for the Companys success may be solely dependent
upon the performance of a single operating business, or dependent upon the development or market acceptance of a single or limited number
of products or services. If this occurs, the Company will not be able to diversify the Companys operations or benefit from the
possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations
in different industries or different areas of a single industry.
**The Company has limited resources and there
is significant competition for business combination opportunities. Therefore, the Company may not be able to enter into or consummate
an attractive business combination.**
The Company expects to encounter intense competition
from other entities having a business objective similar to the Companys, including venture capital funds, leveraged buyout funds
and operating businesses competing for acquisitions. Many of these entities are well established and have extensive experience in identifying
and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human, and other
resources than the Company does, and the Companys financial resources are limited when contrasted with those of many of its competitors.
While the Company believes that there are numerous potential target businesses that we could acquire, the Companys ability to compete
in acquiring certain sizable target businesses will be limited by the Companys limited financial resources and the fact that the
Company will use its common stock to acquire an operating business. This inherent competitive limitation gives others an advantage in
pursuing the acquisition of certain target businesses.
**
**
| | 14 | | |
| | |
**
**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.**
We may be required to seek additional financing. We cannot
assure you that such financing would be available on acceptable terms, if at all. If additional financing proves to be unavailable, we
would be compelled to restructure the transaction or abandon that particular business combination and seek an alternative target business.
In addition, if we consummate a business combination, we may require additional financing to fund the operations or growth of the target
business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the
target business.
**
**
**Our present management most likely will
not remain after we complete a business combination.**
A business combination involving the issuance of our common stock will, in all likelihood,
result in the shareholders of a private company obtaining a controlling interest in us. Any such business combination may require our
management to sell or transfer all or a portion of the Company's common stock held and/or have Quynh Hoa T. Tran resign as a member of
the Board of Directors. The resulting change in our control would result in a corresponding reduction in or elimination of any participation
in our future affairs.
**Financing requirements to fund operations
associated with reporting obligations under the Exchange Act.**
The Company has no revenue and is dependent upon
the willingness of the Companys management to fund the costs associated with the reporting obligations under the Exchange Act,
otheradministrative costs associated with the Companys corporate existence and expenses related to the Companys business
objective. The Company is not likely to generate any revenues until the consummation of a business combination, at the earliest. The Company
believes that we will have available sufficient financial resources available from its management to continue to pay accounting and other
professional fees and other miscellaneous expenses that may be required until the Company commences business operations following a business
combination.
The Company does not currently engage in any business activities that provide cash
flow. The costs of investigating and analyzing potential business combination candidates and preparing and filing Exchange Act reports
for what may be an unlimited period of time will be paid by our majority shareholder, notwithstanding the fact that there is no written
agreement to pay such costs. Repository Services LLC has informally agreed to pay the Companys expenses in the form of advances
that are unsecured, non-interest bearing. Specialty Capital Lenders LLC has agreed to provide financial accommodations to the Company
in an amount equal to $20,000, at the prevailing interest rate. As of the date hereof, there have been no advances made by Specialty Capital
Lenders LLC under the written agreement entered into on August 3, 2020. The Company intends to repay these advances when we have the cash
resources to do so.
Based on Repository Services LLC and Specialty
Capital Lenders LLC commitment to fund our operations, we believe that we will be able to continue as a going concern until such time
as we conclude a business combination. During the next 12 months, we anticipate incurring costs related to filing of Exchange Act reports,
franchise fees, registered agent fees, legal fees, and accounting fees, and investigating, analyzing, and consummating an acquisition
or business combination. We estimate that these costs will range from fifteen thousand dollars to twenty-five thousand dollars per year,
and that we will be able to meet these costs as necessary through loans/advances Repository Services LLC or Specialty Capital Lenders
LLC or until we enter into a business combination.
**The Companys majority shareholders have a 70.30% common stock equity interest
in the Company and thus can totally influence certain actions requiring stockholder vote.**
Management has no present intention of calling for an annual meeting of stockholders
to elect new directors prior to the consummation of a business combination. As a result, our current director will continue in office
at least until the consummation of the business combination, subject to the desires of the majority shareholder. If there is an annual
meeting of stockholders for any reason, the Companys management has broad discretion regarding proposals submitted to a vote by
shareholders as a consequence of the majority shareholders significant equity interest. Accordingly, the Companys management
will continue to exert substantial control at least until the consummation of a business combination.
**Broad discretion of management.**
Any person who invests in the Companys
common stock will do so without an opportunity to evaluate the specific merits or risks of any prospective business combination. As a
result, investors will be entirely dependent on the broad discretion and judgment of management in connection with the selection of a
prospective business combination. There can be no assurance that determinations made by the Companys management will permit us
to achieve the Companys business objectives.
| | 15 | | |
| | |
****
**Registration requirements may delay or preclude a business
combination.**
Issuers who are shells and effectuate
a reverse merger or business combination between a reporting shell and a private company must be done through a Securities Act registration
statement unless a clear exemption applies. A registration under the Securities Act may be required in connection with any reverse merger
or business combination. If we are required to file a registration statement and the Companys registration statement 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 Companys securities. There can be no assurance that the SEC will
declare the Companys registration statement effective in a timely manner, or at all.
**Reporting requirements may delay or preclude
a business combination.**
Sections 13 and 15(d) of the Exchange Act require companies subject thereto to provide
certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two,
or three years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities
to prepare such statements may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by the Company.
Acquisition prospects that do not have or are unable to obtain the required audited statements may not be appropriate for acquisition
so long as the reporting requirements of the Exchange Act are applicable. With any reverse merger or business combination, we will be
required to file a Form 8-K making a comprehensive disclosure equivalent to what would be required in a Form 10 registration statement.
The Company will continue to be required to file quarterly
reports on Form 10-Q and annual reports on Form 10-K, which annual report must contain the Companys audited financial statements.
As a reporting company under the Exchange Act, following any business combination, we will be required to file a report on Form 8-K, which
report contains audited financial statements of the acquired entity. While obtaining audited financial statements is typically the responsibility
of the acquired company, it is possible that a potential target company may be a non-reporting company with unaudited financial statements.
We will be required to file two years of audited financial statements of the acquired business, unaudited interim financials if applicable,
prepared in accordance with Regulation S-X, and financial pro formas showing the effect of the transaction on the Companys financial
statements. The time and costs that may be incurred by some potential target companies to prepare such audited financial statements may
significantly delay or may even preclude consummation of an otherwise desirable business combination. Acquisition prospects that do not
have or are unable to obtain the required audited statements may not be appropriate for acquisition because we are subject to the reporting
requirements of the Exchange Act.
The Form 8-K will also include, but is not limited to, a disclosure
of the business overview and description, e.g., complete information about the acquired operating business, including business operations,
history, organizational structure, markets, and strategy; management discussion and analysis (of financial condition, operating results,
and key business trends; disclosure of all material risks relating to the post-transaction business; details regarding the companys
directors, officers, executive compensation, and principal stockholders post-transaction; disclosure of material definitive agreements
entered into in connection with the transaction; information, describing the change in control of the Company; an itemized and fully reconciled
cap table showing share issuances, splits, options, warrants, and other equity instruments; and an explicit disclosure that the Company
has ceased to be a shell.
**The Investment Company Act of 1940 creates
a situation wherein we would be required to register and could be required to incur substantial additional costs and expenses.**
Although we will be subject to regulation under the Exchange Act, management believes
the Company will not be subject to regulation under the Investment Company Act of 1940, insofar as we will not be engaged in the business
of investing or trading in securities. In the event we engage in a business combination that result in us holding passive investment interests
in a number of entities, we could be subject to regulation under the Investment Company Act of 1940. In such event, we would be required
to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no
formal determination from the SEC as to the status of our Company under the Investment Company Act of 1940 and, consequently, any violation
of such Act would subject us to material adverse consequences.
| | 16 | | |
| | |
**The Company has no independent director,
so actions taken, and expenses incurred by our officer and director on behalf of the Company will generally not be subject to independent
review.**
Quynh Hoa T. Tran is the Companys sole
director. Although no compensation will be paid to her for services rendered prior to or in connection with a business combination, she
may receive reimbursement for out-of-pocket expenses incurred by her in connection with activities on the Companys behalf such
as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount
of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors,
which now consists of the one director who may seek reimbursement. Because our director will not be deemed independent,
we will not have the benefit of an independent director examining the propriety of expenses incurred on our behalf and subject to reimbursement.
Although the Company believes that all actions taken by our director on the Companys behalf will be in the Companys best
interests, the Company cannot assure the investor that this will actually be the case. If actions are taken, or expenses are incurred
that are actually not in the Companys best interests, it could have a material adverse effect on our business and plan of operation
and the price of our stock held by the public stockholders.
****
**Our present management most likely will
not remain after we complete a business combination.**
A business combination involving the issuance of our common stock will likely result
in the shareholders of a private company obtaining a controlling interest in us. Any such business combination may require our management
to sell or transfer all or a portion of the Company's common stock held and/or have Quynh Hoa T. Tran resign as a member of the Board
of Directors. The resulting change in our control would result in a corresponding reduction in or elimination of any participation in
our future affairs.
****
****
****
**At the time we do any business combination,
each shareholder will most likely hold a substantially lesser percentage ownership in the Company.**
Our current primary plan of operation is based
upon a business combination with a private concern that, in all likelihood, would result in the Company issuing securities to shareholders
of any such private company. The issuance of our previously authorized and unissued common stock would result in reduction in percentage
of shares owned by our present and prospective shareholders and may result in a change in our control or in our management.
**General Economic Risks.**
The Companys current and future business
objectives and plan of operation are dependent, in large part, on the state of the general economy and the current Covid 19 pandemic.
A continuation of a pandemic or adverse changes in economic conditions may adversely affect the Companys business objective and
plan of operation. These conditions and other factors beyond the Companys control include also but are not limited to regulatory
changes.
**Additional Risks Related to Our Common Stock**
**The Companys shares of common stock are traded from time to time on the OTC
OTCID Basic Market.**
****
The Companys common stock is subject to quotation on the OTC Markets Group,
Inc. OTCID Open Market Platform under the symbol PCMC. There is currently only a limited trading market in the Companys shares.
nor do we believe that any active trading market has existed for the last 5 years. There can be no assurance that there will be an active
trading market for our securities. In the event that an active trading market commences, there can be no assurance as to the market price
of our shares of common stock, whether any trading market will provide liquidity to investors, or whether any trading market will be sustained.
**Very Limited Liquidity of our Common Stock.**
****
Our common stock occasionally trades on the OTCID and there is a limited market
in our common stock. As a result, there is only limited liquidity in our common stock. Any investment in our common stock may result in
the inability of an investor to liquidate any investment to cash in a timely or cost-effective manner.
**
**Our common stock is subject to the Penny
Stock Rules of the SEC and the trading market in our common stock is limited, which makes transactions in our stock cumbersome and may
reduce the value of an investment in our common stock.**
The SEC has adopted Rule 3a51-1 which establishes
the definition of a penny stock, for the purposes relevant to us, is any equity security that has a market price of less
than $ 5.00 per share or with an exercise price of less than $ 5.00 per share, subject to certain exceptions. For any transaction involving
a penny stock, unless exempt, Rule 15g-9 requires that a broker-dealer approve a persons account for transactions in penny stocks,
and the broker-dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased.
| | 17 | | |
| | |
In order to approve a persons account for
transactions in penny stocks, the broker-dealer must obtain financial information and investment experience objectives of the person,
make a reasonable determination that the transactions in penny stocks are suitable for that person, and the person has sufficient knowledge
and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
The broker-dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market. Generally, broker-dealers
may be less willing to execute transactions insecurities subject to the penny stock rules. This may make it more difficult
for investors to dispose of our common stock and cause a decline in the market value of our stock.
**State blue sky registration; potential limitations
on resale of the Companys common stock.**
The holders of the Companys shares of common
stock registered under the Exchange Act and those persons who desire to purchase them in any trading market that may develop in the future,
should be aware that there may be state blue-sky law restrictions upon the ability of investors to resell the Companys securities.
Accordingly, investors should consider the secondary market for the Companys securities to be a limited one.
**Rule 144 Risks.**
Shareholders who receive the Companys restricted securities in a business combination (and certain of our existing shareholders)
will not be able to sell our common stock in reliance on Rule 144 without registration until one year after we have completed our initial
business combination and complied with the rules and regulations of the SEC. Rule 144 is a non-exclusive safe harbor from the definition
of underwriter in Section 2(a)(11) of the Securities Act that applies to restricted securities. Restricted securities are
securities acquired in unregistered, private sales from the Company or from an affiliate of the Company. Control securities are those
held by an affiliate of the Company. Anaffiliateis a person, such as an executive officer, a director or large shareholder,
in a relationship of control with the issuer.
Accordingly, subsection (i) to Rule 144 prohibits
or limits the resale (public) of the Companys common stock. Under Rule 144(i), one year needs to pass from the date the Company
ceased to be a shell company, files reports under the Exchange Act, and has filed the Form 10 type information on a Form 8-K. Further,
shareholders holding restricted securities may not be able to rely on Rule 144 to sell their stock until the Company is current on all
reports and other materials required to be filed with its filings for one year.
**Possible Issuance of Additional Securities.**
Our Articles of Incorporation, as amended, authorizes the issuance of 500,000,000
shares of common stock, par value $ 0.001 and 50,000,000 shares of preferred stock. As of the date hereof, we had 34,276,816 shares of
common stock issued and outstanding and no shares of the preferred stock, par value $ 0.001 issued or outstanding. We may be expected
to issue additional shares in connection with our pursuit of new business opportunities and new business operations. To the extent that
additional shares of common stock or preferred stock are issued, our shareholders would experience dilution of their respective ownership
interests. If we issue shares of common stock and preferred stock, or either, in connection with our intent to pursue new business opportunities,
a change in control of the Company may be expected to occur. The issuance of additional shares of common stock may adversely affect themarket
price of our common stock, in the event that an active trading market commences.
**Dividends are unlikely.**
The Company does not expect to pay dividends for
the foreseeable future because we have no revenues or cash resources. The payment of dividends will be contingent upon the Companys
future revenues and earnings, if any, capital requirements and overall financial conditions. The payment of any future dividends will
be within the discretion of the Companys board of directors as then constituted. It is the Companys expectation that future
management following a business combination will determine to retain any earnings for use in its business operations and accordingly,
the Company does not anticipate declaring any dividends in the foreseeable future.
**ITEM 1B. UNRESOLVED STAFF COMMENTS.**
****
Not Applicable
**ITEM 2. PROPERTIES.**
****
The Companys corporate office is located at 9350 Wilshire Boulevard, Suite
203, Beverly Hills, CA 90212 which space isprovided to us on a rent-free basis by Repository Services LLC. The Company believes
that the office facilities are sufficient for the foreseeable future and this arrangement will remain until we find a new business opportunity.
| | 18 | | |
| | |
**ITEM 3. LEGAL PROCEEDINGS.**
****
There have been no legal
proceeding pending against the Company in the last ten (10) years There are no pending legal proceedings to which the Company is a party
or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting
securities of the Company, or stockholder is a party adverse to the Company or has a material interest adverse to the Company.
****
****
****
**ITEM 4. MINE SAFETY DISCLOSURES.**
****
Not applicable
| | 19 | | |
| | |
**PART II**
****
**ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.**
****
**Market Information.**
Our common stock is currently quoted on the OTC Markets Group Inc. OTCID Sheet Market
under the symbol PCMC. Prior to July 1, 2025, our common stock was quoted on the Pink Sheets. There is no market for our preferred stock,
and none have been issued and are outstanding. For the periods prior to the fiscal year commencing October 1, 2024, the following table
sets forth the high and low bid prices per share of common stock. The prices represent inter-dealer quotations without retail markup,
markdown, or commission and may not necessarily represent actual transactions. For the period commencing on October 1, 2024, the table
sets forth the high closing bid and low closing bid prices per share of common stock and reflect unsolicited customer orders.
|
| |
Price Range | | |
|
Commencement Period | |
High | | |
Low | | |
|
| |
| | |
| | |
|
Fiscal Year Commencing October 1, 2021 | |
| | | |
| | | |
|
| |
| | | |
| | | |
|
First Quarter | |
| 0.350 | | |
| 0.135 | | |
|
Second Quarter | |
| 0.239 | | |
| 0.062 | | |
|
Third Quarter | |
| 0.220 | | |
| 0.136 | | |
|
Fourth Quarter | |
| 0.228 | | |
| 0.070 | | |
|
| |
| | | |
| | | |
|
Fiscal Year Commencing October 1, 2022 | |
| | | |
| | | |
|
| |
| | | |
| | | |
|
First Quarter | |
| 0.350 | | |
| 0.134 | | |
|
Second Quarter | |
| 0.09 | | |
| 0.08 | | |
|
Third Quarter | |
| 0.11 | | |
| 0.08 | | |
|
Fourth Quarter | |
| 0.11 | | |
| 0.10 | | |
|
| |
| | | |
| | | |
|
Fiscal Year Commencing October 1, 2023 | |
| | | |
| | | |
|
| |
| | | |
| | | |
|
First Quarter | |
| 0.195 | | |
| 0.061 | | |
|
Second Quarter | |
| 0.19 | | |
| 0.095 | | |
|
Third Quarter | |
| 0.16 | | |
| 0.11 | | |
|
Fourth Quarter | |
| 0.20 | | |
| 0.08 | | |
|
| |
| | | |
| | | |
|
Fiscal Year Commencing October 1, 2024 | |
| | | |
| | | |
|
| |
| | | |
| | | |
|
First Quarter | |
| 0.27 | | |
| 0.21 | | |
|
Second Quarter | |
| 0.29 | | |
| 0.192 | | |
|
Third Quarter | |
| 0.30 | | |
| 0.209 | | |
|
Fourth Quarter | |
| 0.20 | | |
| 0.067 | | |
|
| |
| | | |
| | | |
|
Fiscal Year Commencing October 1, 2025 | |
| | | |
| | | |
|
| |
| | | |
| | | |
|
First Quarter | |
| 0.48 | | |
| 0.20 | | |
**
As of September 30, 2025 and the date hereof, approximately
80 stockholders of record (including Cede & Co.) held our shares of common stock.
The
transfer agent of our common stock is Empire Stock Transfer Inc., 1859
Whitney Mesa Drive, Henderson, Nevada 89014, info@empirestock.com
**
| | 20 | | |
| | |
**
**
**Dividends.**
Holders of common stock are entitled to dividends
when, as, and if declared by the Board of Directors, out of funds legally available. We have never declared cash dividends on our common
stock and our Board of Directors does not anticipate paying cash dividends in the foreseeable future as we intend to retain future earnings
to finance the growth of our businesses. There are no restrictions in our Articles of Incorporation or bylaws that restrict us from declaring
dividends.
**Securities Authorized for Issuance Under Equity Compensation
Plans.**
No equity compensation plan or agreements under which our common stock or preferred
stock is authorized for issuance has been adopted during the fiscal years ended September 30, 2025 and 2024 or through the date hereof.
****
**ITEM 6. [RESERVED]**
****
****
**ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.**
****
**Managements Plan of Operation.**
The following discussion contains forward-looking statements. Forward-looking statements
give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly
to historical or current facts. The use of words such as anticipate, estimate, expect, project,
intend, plan, believe, and other words and terms of similar meaning in connection with any discussion
of future operating or financial performance. From time to time, the Company may also provide forward-looking statements in other materials
that we release to the public.
****
**Overview.**
****
The Companys 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 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.
**Going Concern.**
The Companys 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.
The Company had not generated any
revenues during the years ended September 30, 2025 and 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.
| | 21 | | |
| | |
The Company had a net loss of $103,817
and $81,517 for the years ending September 30, 2025 and 2024, respectively.
**Liquidity and Capital Resources.**
As of September 30, 2025 and 2024,
and as of the date hereof, the Company has had no business operations and limited cash resources other than those provided by Repository
Services LLC and short-term advances. 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 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
a business combination. The Company would be unable to continue as a going concern without interim financing provided by Repository Services
LLC or additional equity or debt 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.
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.
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
are able to obtain financing from these parties. The Company expects that the money borrowed, if any, will be used during the next twelve
months to satisfy the Companys 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.**
As of September 30, 2025 and 2024,
the Company did not have any off-balance sheet arrangements as defined in Item303(a)(4)(ii) of Regulation S-K promulgated under
the Securities Exchange Act of 1934, as amended.
**Critical Accounting Policies.**
Our significant accounting policies
are described in the notes to our financial statements.
**ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.**
****
Not Applicable
****
**ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA.**
| | 22 | | |
| | |
****
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Board of Directors and
Stockholders of Public Company Management Corporation
**Opinion on the Financial Statements**
****
We have audited the accompanying balance sheet
of Public Company Management Corporation (the Company) as of September 30, 2025 and 2024, and the related statements of operations, stockholders
deficit, and cash flows for the year than ended, and the related notes (collectively referred to as the financial statements). In our
opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30,
2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period September 30, 2025, in
conformity with accounting principles generally accepted in the United States of America.
**Substantial Doubt About the Companys
Ability to Continue as a Going Concern**
****
The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company has incurred losses
since inception, incurred a net loss of $103,817 during the current year, had a working capital deficit of $207,161 and an accumulated
deficit of approximately $5,736,177 as of September 30, 2025, and currently has no ongoing operations. These facts raise substantial doubt
as to the Companys ability to continue as a going concern. Managements plans regarding these matters are also described
in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
**Emphasis of Matter
- Restatement of Financial Statements**
****
As discussed in Note
9 to the financial statements, the accompanying financial statements as of September 30, 2024 and for the year then ended, have been restated
to correct misstatements.
**Basis for Opinion**
****
These financial statements are the responsibility
of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Companys
internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
**Critical Audit Matters**
****
Critical audit matters are matters arising
from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee
and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. We determined that there were no critical audit matters.
|
/s/ L J Soldinger Associates, LLC | |
|
|
| |
|
We have served as the Companys auditor since 2025. | |
|
|
| |
|
Deer Park, IL | |
|
|
| |
|
February 4, 2026 |
| |
|
|
| |
|
PCAOB ID No. 318 |
| |
| | 23 | | |
| | |
**PUBLIC COMPANY MANAGEMENT CORPORATION**
**BALANCE SHEETS**
|
| |
| | |
| | |
|
| |
September 30, 2025 | | |
September 30, 2024 | | |
|
| |
| | |
| | |
|
Assets |
|
|
|
|
|
|
|
| |
|
Current assets | |
| | | |
| | | |
|
Cash | |
$ | 234,405 | | |
$ | 100,035 | | |
|
Note receivable | |
| 33,237 | | |
| - | | |
|
Total Assets | |
$ | 267,642 | | |
$ | 100,035 | | |
|
| |
| | | |
| | | |
|
Liabilities and Stockholders Deficit |
|
|
|
|
|
|
|
| |
|
Current liabilities | |
| | | |
| | | |
|
Accounts payable and accrued expenses | |
$ | 25,475 | | |
$ | 18,118 | | |
|
Accounts payable and accrued expenses - related party | |
| 4,799 | | |
| 45,232 | | |
|
Accrued expenses | |
| - | | |
| 6,000 | | |
|
Accrued interest payable related party | |
| 94,529 | | |
| 84,029 | | |
|
Note payable related party | |
| 350,000 | | |
| 350,000 | | |
|
Total Current Liabilities | |
| 474,803 | | |
| 503,379 | | |
|
Total Liabilities | |
| 474,803 | | |
| 503,379 | | |
|
| |
| | | |
| | | |
|
Stockholders deficit | |
| | | |
| | | |
|
Preferred Stock, 50,000,000 authorized at $0.001 par value; zero 0shares
issued and outstanding at September 30, 2025 and September 30, 2024 | |
| - | | |
| - | | |
|
Common Stock, 500,000,000 authorized at $0.001 par value; 34,276,816shares
issued and outstanding at September 30, 2025 and September 30, 2024 | |
| 34,277 | | |
| 34,277 | | |
|
Additional paid-in capital | |
| 5,494,739 | | |
| 5,194,739 | | |
|
Accumulated deficit | |
| (5,736,177 | ) | |
| (5,632,360 | ) | |
|
Total stockholders deficit | |
| (207,161 | ) | |
| (403,344 | ) | |
|
Total liabilities and stockholders deficit | |
$ | 267,642 | | |
$ | 100,035 | | |
The accompanying notes are an integral part of
these financial statements.
| | 24 | | |
| | |
**PUBLIC COMPANY MANAGEMENT CORPORATION**
**STATEMENTS OF OPERATIONS**
|
| |
| | | |
| | | |
|
| |
For the Year Ended | | |
|
| |
Sept 30, | | |
Sept 30, | | |
|
| |
2025 | | |
2024 | | |
|
| |
| | |
| | |
|
Revenues | |
| | | |
| | | |
|
Revenues | |
$ | - | | |
$ | - | | |
|
| |
| | | |
| | | |
|
Operating expenses | |
| | | |
| | | |
|
General and administrative expenses | |
| 93,554 | | |
| 71,017 | | |
|
Total Operating Expenses | |
| 93,554 | | |
| 71,017 | | |
|
| |
| | | |
| | | |
|
Loss from operations | |
| (93,554 | ) | |
| (71,017 | ) | |
|
| |
| | | |
| | | |
|
Other income (expense) | |
| | | |
| | | |
|
Interest income | |
| 237 | | |
| - | | |
|
Interest expense | |
| (10,500 | ) | |
| (10,500 | ) | |
|
Total Other Expense | |
| (10,263 | ) | |
| (10,500 | ) | |
|
| |
| | | |
| | | |
|
Loss before income taxes | |
| (103,817 | ) | |
| (81,517 | ) | |
|
Provision for income taxes | |
| - | | |
| - | | |
|
Net loss | |
$ | (103,817 | ) | |
$ | (81,517 | ) | |
|
| |
| | | |
| | | |
|
Basic and Diluted loss per share | |
| | | |
| | | |
|
Basic and diluted income per share | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
|
| |
| | | |
| | | |
|
Weighted average number of shares outstanding basic and diluted | |
| 34,276,816 | | |
| 34,276,816 | | |
The accompanying notes are an integral part of
these financial statements.
****
| | 25 | | |
| | |
**PUBLIC COMPANY MANAGEMENT CORPORATION**
**STATEMENTS OF CHANGES IN STOCKHOLDERS
DEFICIT**
**FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024**
****
**For the Year Ended September 30, 2025**
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
| |
Preferred Stock | | |
Common Stock | | |
Additional Paid-In | | |
Accumulated | | |
Total Stockholders | | |
|
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
(Deficit) | | |
|
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Balances at September 30, 2024 | |
| - | | |
$ | - | | |
| 34,276,816 | | |
$ | 34,277 | | |
$ | 5,194,739 | | |
$ | (5,632,360 | ) | |
$ | (403,344 | ) | |
|
Contributed capital | |
| | | |
| | | |
| | | |
| | | |
| 300,000 | | |
| | | |
| 300,000 | | |
|
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (103,817 | ) | |
| (103,817 | ) | |
|
Balances at September 30, 2025 | |
| - | | |
$ | - | | |
| 34,276,816 | | |
$ | 34,277 | | |
$ | 5,494,739 | | |
$ | (5,736,177 | ) | |
$ | (207,161 | ) | |
****
**For the Year Ended September 30, 2024**
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
| |
Preferred Stock | | |
Common Stock | | |
Additional Paid-In | | |
Accumulated | | |
Total Stockholders | | |
|
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
(Deficit) | | |
|
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Balances at September 30, 2023 | |
| - | | |
$ | - | | |
| 34,276,816 | | |
$ | 34,277 | | |
$ | 5,094,739 | | |
$ | (5,550,843 | ) | |
$ | (421,827 | ) | |
|
Contributed capital | |
| | | |
| | | |
| | | |
| | | |
| 100,000 | | |
| | | |
| 100,000 | | |
|
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (81,517 | ) | |
| (81,517 | ) | |
|
Balances at September 30, 2024 | |
| - | | |
$ | - | | |
| 34,276,816 | | |
$ | 34,277 | | |
$ | 5,194,739 | | |
$ | (5,632,360 | ) | |
$ | (403,344 | ) | |
The accompanying notes are an integral part
of these financial statements.
| | 26 | | |
| | |
**PUBLIC COMPANY MANAGEMENT CORPORATION**
**STATEMENTS OF CASH FLOWS**
|
| |
| | | |
| | | |
|
| |
For the Years Ended | | |
|
| |
September 30, | | |
|
| |
2025 | | |
2024 | | |
|
Cash flows from operating activities | |
| | | |
| | | |
|
Net loss | |
$ | (103,817 | ) | |
$ | (81,517 | ) | |
|
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | | |
|
Changes in operating assets and liabilities | |
| | | |
| | | |
|
Other assets | |
| (33,237 | ) | |
| - | | |
|
Accounts payable and accrued expenses | |
| 1,357 | | |
| 12,286 | | |
|
Accounts payable and accrued expenses related party | |
| (40,433 | ) | |
| - | | |
|
Accrued interest payable related party | |
| 10,500 | | |
| 10,500 | | |
|
Net cash used in operating activities | |
| (165,630 | ) | |
| (58,731 | ) | |
|
| |
| | | |
| | | |
|
Cash flows from investing activities | |
| - | | |
| - | | |
|
| |
| | | |
| | | |
|
Cash flows from financing activities | |
| - | | |
| | | |
|
Contributed capital | |
| 300,000 | | |
| 100,000 | | |
|
Net cash provided by financing activities | |
| 300,000 | | |
| 100,000 | | |
|
Net increase in cash | |
| 134,370 | | |
| 41,269 | | |
|
| |
| | | |
| | | |
|
Cash, beginning of period | |
| 100,035 | | |
| 58,766 | | |
|
| |
| | | |
| | | |
|
Cash, end of period | |
$ | 234,405 | | |
$ | 100,035 | | |
|
| |
| | | |
| | | |
|
| |
| | | |
| | | |
|
SUPPLEMENTAL DISCLOSURE: | |
| | | |
| | | |
|
Interest paid | |
$ | - | | |
$ | - | | |
|
Income taxes paid | |
$ | - | | |
$ | - | | |
The accompanying notes are an integral part of
these financial statements.
| | 27 | | |
| | |
**PUBLIC COMPANY MANAGEMENT CORPORATION**
**NOTES TO THE FINANCIAL STATEMENTS**
**NOTE 1 NATURE OF BUSINESS AND SUMMARY
OF ACCOUNTING POLICIES**
**Nature of Business**
Public Company Management Corporation
("Company), a Nevada corporation, was formed on October 26, 2000. On October 1, 2004, MyOffiz, Inc. ("MyOffiz")
entered into an Exchange Agreement with the certain controlling shareholders of GoPublicToday.com, Inc., Pubco WhitePapers, Inc., and
Public Company Management Services, Inc. The Company was the holding company for, and conducted its operations through, its subsidiary
companies. The terms "we" and "our" refers to the Company and its subsidiaries unless otherwise stated.
Pursuant to the Exchange Agreement,
MyOffiz acquired approximately 92.1% of the outstanding shares of GoPublicToday.com, Inc., all of the outstanding shares of Pubco WhitePapers,
Inc., and all of the outstanding shares of Public Company Management Services, Inc in exchange for the new issuance of an aggregate of
15,326,650 of MyOffiz's common stock. Subsequent to the Exchange Agreement, MyOffiz obtained 100% of the partially owned subsidiaries,
changed its fiscal year end from June 30 to September 30, and changed its name to Public Company Management Corporation.
The Company was a management consulting
firm that educated and assisted small businesses to improve their management, corporate governance, regulatory compliance, and other business
processes, with a focus on capital market participation. The Company offered the following services to its clients at various stages of
the business lifecycle:
|
|
|
Educational products to improve business processes or explore entering the capital markets; | |
|
|
|
Startup consulting to early-stage companies planning for growth; | |
|
|
|
Management consulting to companies seeking to enter the capital markets via self-underwriting or direct public offering or to move from one capital market to another; and | |
|
|
|
Compliance services to fully reporting, publicly traded companies. | |
The Company generated revenues primarily
from consulting services that it provided to private company clients seeking to become fully reporting, publicly traded companies. The
Company also generated revenue from regulatory compliance services that the Company was providing to public company clients that are required
to file periodic and other reports with the Securities and Exchange Commission (SEC). The Company would be paid a flat fee
for these services, which generally consisted of cash and restricted shares of the Companys clients common stock.
Predicated upon the economic recession
of 2008, commencing with the subprime mortgage crisis and bank crisis, a significant increase in housing foreclosures ultimately caused
the stock market to crash in September 2008. At that time, and prior, the Company faced competition from a large number of consulting
firms, investment banks, venture capitalists, merchant banks, financial advisors, and other similar management consulting and regulatory
compliance services firms. Due to (i) the inability to raise funds in the marketplace and (ii) the intense competition in every aspect
of the Companys business, the Company was unable to operate profitably.
**Basis of Preparation**
The accompanying financial statements
include the financial information of Public Company Management Corporation (PCMC, the Company) have been
prepared in accordance with the instructions to financial reporting as prescribed by the Securities and Exchange Commission (the
SEC). The preparation of these financial statements and accompanying notes in conformity with U.S. generally accepted
accounting principles (GAAP). In the opinion of management, the financial statements contained in this report include
all known accruals and adjustments necessary for a fair presentation of the financial position, results of operations, and cash
flows for the periods reported herein.
**Use of Estimates**
The preparation of financial statements in conformity with GAAP requires
the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, disclosures of contingent
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
**Cash and Cash Equivalents**
PCMC considers all highly liquid investments purchased
with an original maturity of three months or less to be cash and cash equivalents.
| | 28 | | |
| | |
**Note Receivable**
****
On August 30, 2025, the Company entered into a promissory note with
Physicians Capital Management Corporation, a Maryland corporation, in connection with a short-term financing arrangement. Under the terms
of the note, Physicians Capital agreed to repay principal of $33,000 plus simple interest at a rate of 10% per annum, with all unpaid
principal and accrued interest due on demand or, if not demanded earlier, on March 31, 2026. As of September 30, 2025, the outstanding
principal balance of the note receivable was $33,000 and accrued interest receivable totaled $237.
**Stock-Based Compensation**
The Company accounts for stock-based compensation to employees in accordance
with ASC 718 requiring employee equity awards to be accounted for under the fair value method. Accordingly, share-based compensation is
measured at grant date, based on the fair value of the award and is recognized as expense over the requisite employee service period.
The Company accounts for stock-based compensation to other than employees in accordance with ASU 2019-07 Equity instruments issued to
other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the
equity instruments and is recognized as expense over the service period. The Company estimates the fair value of share-based payments
using the Black-Scholes option-pricing model for common stock options and the closing price of the companys common stock for common
share issuances. No share based payments were issued during the years ended September 30, 2025 or 2024.
**Revenue Recognition**
The core principles of revenue recognition under
ASC 606 include the following five criteria:
|
|
1. |
Identify the contract with the customer | |
Contract with our customers may be oral,
written, or implied. A written and signed invoice stating the terms and conditions is the Company preferred method. The terms of
a written contract may be contained within the body of an invoice or in an email. No work is commenced without an understanding between
the Company and our client that a valid contract exists.
|
|
2. |
Identify the performance obligations in the contract | |
Our sales and account management teams
define the scope of services to be offered, to ensure all parties are in agreement and obligations are being delivered to the customer
as promised. The performance obligation may not be fully identified in a mutually signed contract, but may be outlined in email correspondence,
face-to-face meetings, additional proposals or scopes of work, or phone conversations.
|
|
3. |
Determine the transaction price | |
Pricing is discussed and identified
by the operations team prior to submitting an invoice to the customer.
|
|
4. |
Allocate the transaction price to the performance obligations in the contract | |
If a contract involves multiple obligations,
the transaction pricing is allocated accordingly, during the performance obligation phase.
|
|
5. |
Recognize revenue when (or as) we satisfy a performance obligation | |
The Company recognizes revenue when
we satisfy a performance obligation by transferring a promised good or service to a customer.
**Accounts Receivable and Allowance for Doubtful
Accounts**
The Company establishes an allowance for bad debts
through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial
condition of our customers. The Company does not generally require collateral for our accounts receivable. There were no accounts receivable
and allowance for doubtful accounts as of September 30, 2025 and 2024.
**Contributed capital**
The Company received unsecured advances from unrelated parties for
working capital which the Company has no legal obligation to repay so have been booked to additional paid-in capital. Accordingly, these
advances were reflected in the financial statements as addition paid-in-capital.
| | 29 | | |
| | |
**Property and Equipment**
Property and equipment are carried at the cost of acquisition or construction
and depreciated over the estimated useful lives of the assets. Costs associated with repair and maintenance are expensed as incurred.
Costs associated with improvements which extend the life, increase the capacity or improve the efficiency of our property and equipment
are capitalized and depreciated over the remaining life of the related asset. Gains and losses on dispositions of equipment are reflected
in operations. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The Company had
no property and equipment and no depreciation for the years ended September 30, 2025 and 2024.
**Impairment of Long-Lived Assets**
The Company reviews the carrying value of its long-lived assets annually
or whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate.
The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset
to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured
and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset.
Fair value is determined based on either expected future cash flows at a rate we believe incorporates the time value of money. The Company
had no long-term assets and no indications of impairments were identified in the years ended September 30, 2025 or 2024.
**Basic and Diluted Net Loss per Share**
****
|
Schedule of basic and diluted net (loss) per share | |
| | | |
| | | |
|
| |
Sept 30, | | |
Sept 30, | | |
|
| |
2025 | | |
2024 | | |
|
Numerator: | |
| | | |
| | | |
|
Net Loss attributable to common shareholders of PCMC | |
$ | (103,817 | ) | |
$ | (81,517 | ) | |
|
Net Loss attributable to PCMC | |
$ | (103,817 | ) | |
$ | (81,517 | ) | |
|
| |
| | | |
| | | |
|
Denominator: | |
| | | |
| | | |
|
Weighted average common and common equivalent shares outstanding basic and diluted | |
| 34,276,816 | | |
| 34,276,816 | | |
|
| |
| | | |
| | | |
|
Earnings (Loss) per Share attributable to PCMC | |
| | | |
| | | |
|
Basic | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
|
Diluted | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
****
****
When an entity has a net loss, it is prohibited
from including potential common shares in the computation of diluted per share amounts. Accordingly, we have utilized basic shares outstanding
to calculate both basic and diluted loss per share for the twelve months ended September 30, 2025 and 2024. The number of potential anti-dilutive
shares excluded from the calculation shares for the period ended September 30, 2025 is 0 zero.
**Income Taxes**
Uncertain tax position
The Company also follows the guidance related to accounting for income
tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position
only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions
meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater
than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits
was recorded as of September 30, 2025 and 2024.
| | 30 | | |
| | |
**Fair Value of Financial Instruments**
The ASC guidance for fair value measurements and
disclosure establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy
gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and
the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
*Level 1 Inputs* Quoted prices for
identical instruments in active markets.
*Level 2 Inputs* Quoted prices for
similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived
valuations whose inputs are observable or whose significant value drivers are observable.
*Level 3 Inputs* Instruments with
primarily unobservable value drivers. The Company has no Level 3 Inputs.
The Companys financial instruments consist
of cash and cash equivalents, accounts payable and debt. The carrying amount of these financial instruments approximates fair value due
either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial
statements.
**Related Party Transactions**
The Company follows ASC 850, *Related
Party Disclosures*, for the identification of related parties and disclosure of related party transactions. Related party note and
interest balances as of September 30, 2025 and 2024 were $444,529 and $434,029, respectively and related party accrued liabilities as
of September 30, 2025 and 2024 of $4,799 and $45,232, respectively (see Note 4. Related Party Transactions). Related parties were paid
consulting fees of $45,670 and $40,700 for the years ended September 30, 2025 and 2024, respectively.
**Research and Development**
The Company spent no money for research and development
cost for the years ended September 30, 2025 and 2024.
**Advertising Cost**
The Company spent no money for advertisement for
the years ended September 30, 2025 and 2024.
**Depreciation**
The Company had no depreciation expense for the years ended September
30, 2025 and 2024, respectively.
****
**NOTE 2 GOING CONCERN**
As shown in the accompanying financial statements,
PCMC has an accumulated deficit of $5,736,177 since its inception and had a working capital deficit of $207,161 and negative cash flows
from operations and limited business operations as of September 30, 2025. These conditions raise substantial doubt as to PCMCs
ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if PCMC is unable
to continue as a going concern.
PCMC continues to review its expense structure
reviewing costs and their reduction to move towards profitability. Management plans to continue raising funds through debt and equity
financing to fund expenditures or other cash requirements. There can be no assurance that additional financing will be available to the
Company on acceptable terms or at all. These financial statements do not give effect to adjustments to assets would be necessary for the
Company be unable to continue as going concern
| | 31 | | |
| | |
**NOTE 3 NOTES PAYABLE**
****
|
Schedule of notes payable | |
| |
| |
| | |
| | |
| | |
|
| |
Original | |
Due | |
Interest | | |
Dec 31, | | |
Sept 30, | | |
|
Name | |
Note Date | |
Date | |
Rate | | |
2024 | | |
2024 | | |
|
| |
| |
| |
| | |
| | |
| | |
|
Related Party: | |
| |
| |
| | | |
| | | |
| | | |
|
Specialty Capital Lenders LLC Related Party | |
9/30/2016 | |
12/31/2026 | |
| 3 | % | |
| 350,000 | | |
| 350,000 | | |
During the years ending September 30, 2025 and
2024, the Company had $10,500 and $10,500 in interest expense, respectively.
On September 30, 2016, the Company
issued a Promissory Note to Stephen Brock, the Companys Chief Executive Officer and Director, in the principal amount of three
hundred fifty thousand dollars USD ($350,000.00) (see Note 6. Related Party Promissory Note). The unpaid principal accrues interest at
the rate of three percent (3.00%) per annum, and the note, as extended, matures on December 31, 2026 (the Maturity Date).
On the Maturity Date, the Company must pay the holder the promissory note the outstanding principal balance together with all accrued
and unpaid interest.
On August 3, 2020, the promissory note
was assigned by Brock to Specialty Capital Lenders LLC.
As of September 30, 2020, the Company
had entered into an Obligation Extension Agreement (Extension Agreement) with Specialty Capital Lenders LLC. Pursuant to
the terms of the Extension Agreement, the original principal will continue to accrue interest at the rate of three (3%) percent per annum
beginning on October 1, 2020. The Extension Agreement shall terminate as of December 31, 2026 at which time all unpaid principal and accrued
interest will be due and payable to Specialty Capital Lenders LLC.
The Company may, at its sole discretion,
at any time prepay all or any part of the principal amount of the Promissory Note, without premium, but with all accrued interest to the
date of prepayment. Partial prepayments will be applied to accrued interest and then to principal.
As of September 30, 2025 and 2024, the Company owed $350,000 in principal,
and owed $94,529 and $84,029 in accrued interest, respectively.
**NOTE 4 COMMITMENTS AND CONTINGENCIES**
The Company is obligated for payments under related
party accrued expenses and notes payable.
**NOTE 5 RELATED PARTY TRANSACTIONS**
On August 3, 2020 Specialty Capital Lenders LLC
was assigned a $350,000 promissory note by the former note holder and CEO of the Company. As of September 30, 2025, the balance of the
promissory note outstanding was $350,000. The balance of accrued interest payable on the note was $94,529 and $84,029 as of September
30, 2025 and 2024, respectively.
As of September 30, 2025 and 2024, the Company
owed $4,799 and $45,232, respectively, to related parties for funds advanced to the Company for general and administrative expenses.
Related parties were paid consulting fees of $45,670
and 40,700 for the years ended September 30, 2025 and 2024, respectively.
**NOTE 6 CONTRIBUTED CAPITAL**
****
In the years ended September 30, 2025 and 2024,
the Company received proceeds of $300,000 and $100,000, respectively, in unsecured advances from unrelated parties for working capital
which the Company has no legal obligation to repay. Accordingly, these advances are reflected in these financial statements as additional
paid-in capital.
****
| | 32 | | |
| | |
****
****
**NOTE 7 STOCKHOLDERS EQUITY**
Preferred Stock
The Company has 50,000,000 shares of preferred
stock authorized, $0.001 par value. As of September 30, 2025 and 2024, the Company has no preferred stock outstanding.
Common Stock
The Company has 500,000,000 shares of common stock
authorized, $0.001 par value. As of September 30, 2025 and 2024, the Company had 34,276,816 shares of common stock outstanding.
The Company issued no shares of common stock in
each of the years ended September 30, 2025 and 2024.
**NOTE 8 INCOME TAXES**
The Company follows ASC 740, Accounting for Income
Taxes. In the years ended September 30, 2025 and 2024, deferred income taxes reflect the net tax effects of (a) temporary differences
between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting
purposes, and (b) net operating loss carry forwards. For federal income tax purposes, the Company uses the accrual basis of accounting,
the same that is used for financial reporting purposes.
As of September 30, 2025 and 2024, the Company's
accumulated deficit was $5,736,177 and $5,632,360, respectively.
Federal income tax returns have not been examined
and reported upon by the Internal Revenue Service and returns of the years since September 30, 2022 are still open.
Net deferred tax assets consist of
the following components as of September 30, 2025 and 2024:
|
Schedule of deferred tax assets | |
| | | |
| | | |
|
| |
2025 | | |
2024 | | |
|
Deferred tax assets: | |
| | | |
| | | |
|
NOL Carryover | |
$ | 60,487 | | |
$ | 38,685 | | |
|
Valuation allowance | |
| (60,487 | ) | |
| (38,685 | ) | |
|
Net deferred tax asset | |
$ | - | | |
$ | - | | |
The income tax provision differs from
the amount of income tax determined by applying the U.S. federal income tax rates to pretax income from continuing operations for the
years ended September 30, 2025 and 2024 due to the following:
|
Schedule of income tax reconciliation | |
| | | |
| | | |
|
| |
2025 | | |
2024 | | |
|
Federal Tax (21%) | |
$ | (21,802 | ) | |
$ | (17,119 | ) | |
|
Change in Valuation allowance | |
| 21,802 | | |
| 17,119 | | |
|
Income tax provision | |
$ | - | | |
$ | - | | |
| | 33 | | |
| | |
**NOTE 9 RESTATEMENT**
The Company determined that a During 2024, the
Company discovered that $6,000 of consulting service expenses incurred in the year ended September 30, 2024 were not accrued. As a result,
the 2024 financial statements understated expenses and overestimated net income. Additionally, the Company discovered $175,000 short term
advances made to the Company were recorded as a liability when they should have been recorded as additional paid-in-capital. The Company
has restated its September 30, 2024 financial statements to correct these errors.
|
Schedule
of error correction and period adjustment | |
| | | |
| | | |
| | | |
|
| |
September 30, 2024 (As originally filed) | | |
Adjustments | | |
September 30, 2024 (As Restated) | | |
|
| |
| | |
| | |
| | |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
| |
|
Current assets | |
| | | |
| | | |
| | | |
|
Cash | |
$ | 100,035 | | |
| | | |
$ | 100,035 | | |
|
Note receivable | |
| - | | |
| | | |
| - | | |
|
Total Assets | |
$ | 100,035 | | |
| | | |
$ | 100,035 | | |
|
| |
| | | |
| | | |
| | | |
|
Liabilities and Stockholders Deficit |
|
|
|
|
|
|
|
|
|
|
|
| |
|
Current liabilities | |
| | | |
| | | |
| | | |
|
Accounts payable and accrued expenses | |
$ | 18,118 | | |
| | | |
$ | 18,118 | | |
|
Accounts payable and accrued expenses - related party | |
| 45,232 | | |
| | | |
| 45,232 | | |
|
Accrued expenses | |
| - | | |
| 6,000 | | |
| 6,000 | | |
|
Short term payables | |
| 175,000 | | |
| (175,000 | ) | |
| - | | |
|
Accrued interest payable related party | |
| 84,029 | | |
| | | |
| 84,029 | | |
|
Note payable related party | |
| 350,000 | | |
| - | | |
| 350,000 | | |
|
Total Current Liabilities | |
| 672,379 | | |
| (169,000 | ) | |
| 503,379 | | |
|
Total Liabilities | |
| 672,379 | | |
| (169,000 | ) | |
| 503,379 | | |
|
| |
| | | |
| | | |
| | | |
|
Stockholders deficit | |
| | | |
| | | |
| | | |
|
Preferred Stock, 50,000,000 authorized at $0.001 par value; zero 0shares issued and outstanding at September 30, 2025 and September 30, 2024 | |
| - | | |
| | | |
| - | | |
|
Common Stock, 500,000,000 authorized at $0.001 par value; 34,276,816shares issued and outstanding at September 30, 2025 and September 30, 2024 | |
| 34,277 | | |
| | | |
| 34,277 | | |
|
Additional paid-in capital | |
| 5,019,739 | | |
| 175,000 | | |
| 5,194,739 | | |
|
Accumulated deficit | |
| (5,626,360 | ) | |
| (6,000 | ) | |
| (5,632,360 | ) | |
|
| |
| | | |
| | | |
| | | |
|
Total stockholders deficit | |
| (572,344 | ) | |
| 169,000 | | |
| (403,344 | ) | |
|
Total liabilities and stockholders deficit | |
$ | 100,035 | | |
| - | | |
$ | 100,035 | | |
****
| | 34 | | |
| | |
****
****
|
| |
| | | |
| | | |
| | | |
|
| |
Sept 30, | | |
| | |
Sept 30, | | |
|
| |
2024 | | |
Adjustments | | |
2024 | | |
|
| |
| | |
| | |
| | |
|
Revenues | |
| | | |
| | | |
| | | |
|
Revenues | |
$ | - | | |
| | | |
$ | - | | |
|
| |
| | | |
| | | |
| | | |
|
Operating expenses | |
| | | |
| | | |
| | | |
|
General and administrative expenses | |
| 65,017 | | |
| 6,000 | | |
| 71,017 | | |
|
Total Operating Expenses | |
| 65,017 | | |
| 6,000 | | |
| 71,017 | | |
|
| |
| | | |
| | | |
| | | |
|
Loss from operations | |
| (65,017 | ) | |
| 6,000 | | |
| (71,017 | ) | |
|
| |
| | | |
| | | |
| | | |
|
Other income (expense) | |
| | | |
| | | |
| | | |
|
Interest expense | |
| (10,500 | ) | |
| - | | |
| (10,500 | ) | |
|
Total Other Expense | |
| (10,500 | ) | |
| - | | |
| (10,500 | ) | |
|
| |
| | | |
| | | |
| | | |
|
Loss before income taxes | |
| (75,517 | ) | |
| (6,000 | ) | |
| (81,517 | ) | |
|
Provision for income taxes | |
| - | | |
| - | | |
| | | |
|
Net loss | |
$ | (75,517 | ) | |
| (6,000 | ) | |
$ | (81,517 | ) | |
|
| |
| | | |
| | | |
| | | |
|
Basic and Diluted loss per share | |
| | | |
| | | |
| | | |
|
Basic and diluted income per share | |
$ | (0.00 | ) | |
| - | | |
$ | (0.00 | ) | |
|
| |
| | | |
| | | |
| | | |
|
Weighted average number of shares outstanding basic and diluted | |
| 34,276,816 | | |
| - | | |
| 34,276,816 | | |
****
**NOTE 10 SUBSEQUENT EVENTS**
On October 24, 2025, the Company loaned Physicians
Capital Management Corporation $130,000 on the same terms as the previous $33,000 loan as described in Note 1.
The Company has evaluated subsequent events as
of the date of the financial statements were available to be issued and has determined that there are no other disclosable subsequent
events.
| | 35 | | |
| | |
**ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.**
****
**ITEM 9A. CONTROLS AND POCEDURES.**
****
**Evaluation of Disclosure
Controls and Procedures**
Our disclosure controls
and procedures are designed to ensure that information we are required to disclose in reports that we file or submit under the Exchange
Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and
that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required disclosure.
Our management, with
the participation and supervision of our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered
by this Annual Report on Form 10-K. Based on such evaluation, management and our Chief Executive Officer and Chief Financial Officer have
concluded that as of such date, our disclosure controls and procedures were, in design and operation not effective.
**Management's Report
on Internal Control over Financial Reporting**
Our management is responsible
for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and Rule
15d-15(f) under the Exchange Act. Our management conducted an evaluation of the effectiveness of our internal control over financial reporting
as of September 30, 2025 based on the criteria established in *Internal Control - Integrated Framework (2013)*issued by the Committee
of Sponsoring Organizations of the Treadway Commission.
Based on the results
of its evaluation, management concluded that our internal control over financial reporting was not effective as of September 30, 2025
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance
with GAAP*.*
L J Soldinger Associates,
LLC, the Companys independent public accounting firm conducted the audits in accordance with the standards of the PCAOB. Those
standards require that they plan and perform the audit to obtain reasonable assurance about whether the financial statements are free
of material misstatement, whether due to error or fraud. The Company is not required to have, nor was the auditing firm engaged to perform
an audit of its internal control over financial reporting. As part of the audit, L J Soldinger Associates, LLC was required to obtain
an understanding of our internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness
of the Companys internal control over financial reporting. L J Soldinger Associates, LLC has expressed no such opinion.
**Changes in Internal
Control over Financial Reporting**
There were no changes
in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d)
of the Exchange Act that occurred during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.
**Inherent Limitations
on the Effectiveness of Controls**
The effectiveness of
any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of
judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct
completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of
internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not
absolute, assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect
the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible
controls and procedures relative to their costs. Moreover, projections of any evaluation of effectiveness to future periods are subject
to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
| | 36 | | |
| | |
**ITEM 9B. OTHER INFORMATION.**
****
None
****
**ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT
INSPECTIONS.**
****
Not Applicable
| | 37 | | |
| | |
**PART III**
****
**ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVENANCE.**
****
The following table sets forth the name and age
of the member of our Board of Directors and our executive officer and the positions held.
|
Name |
|
Age |
|
Title | |
|
Quynh Hoa T. Tran |
|
67 |
|
Chief Executive Officer and President | |
**Background Information Quynh Hoa
T. Tran**
****
On March 11, 2024, the Company selected Quynh
Hoa T. Tran as a director, by written consent of the majority shareholder, and not by the vote of security holders at an annual meeting
or special meeting convened for such purpose. Repository Services LLC sought out Ms. Tran as a director of the Company for her specific
business acumen as described below and consideration of her diverse work experience, her social-economic characteristics and her demographic
location in the Silicon Valley area of California. Although Ms. Tran is from the Country of Vietnam and now resides in the United States,
Repository Services LLC did not specifically consider any self-identified diversity characteristics when selecting her as a director.
Ms. Tran holds office until the next annual meeting
of stockholders and until her successor or successors have been duly elected and qualified. There are no agreements with respect to her
selection to serve on our Board of Directors. We do not compensate our directors. Officers are appointed annually by the Board of Directors
and each executive officer serves at the discretion of the Board of Directors.
Ms. Tran received her BS and MBA from San Francisco
State University. Ms. Tran has extensive leadership experience with Fortune 500 and technology startups, spanning global business development,
marketing, sales, strategic alliances and operations. She is a serial entrepreneur, a transformative leader, and has led $1+Billion business
entities as well as scaled startups from inception to over $150M in revenue, resulting in successful IPO and M&A exits. Ms. Tran returned
to the private sector to focus building startups after serving her tour of duty as Chief Executive Officer of the American Red Cross-Silicon
Valley. [The Red Cross organization has over 1500 volunteers and paid staff dedicated to life saving mission and driving innovation with
technology partners such as Apple, Cisco, Facebook, Google, PayPal.] Prior to the Red Cross, Ms. Tran was Managing Partner of GlobAll
Connect LLC, a technology development company she co-founded that focused on Software Services and Renewable Energy. Before GlobAll Connect,
Ms. Tran served as Chief Marketing & Business Development Officer for Kodak NexPress, a Kodak $500 Million digital imaging company.
Ms. Tran was co-founder and the Vice President
and General Manager for ColorgrafX Systems where she grew the business from startup to $150 million, and subsequently acquired by Xerox.
Ms. Tran also led Sun Microsystems expansion into the Commercial Markets by developing business strategies and marketing efforts
into the Financial Services and Commercial sectors, thus generating $3 Billion of new growth for Sun.
Ms. Tran is a senior fellow and former Board Member
of the American Leadership Forum-Silicon Valley. American Leadership Forum is an organization dedicated to bringing together leaders from
diverse sectors of the community to explore leadership philosophies and strengthen their commitment to work together on issues impacting
Silicon Valley and the region. Ms. Tran also served on the Board of Directors of MapInfo Inc (a Nasdaq listed software company) and numerous
Silicon Valley organizations to include The Childrens Discovery Museum of San Jose and the American Cancer Society. Ms. Tran has
coached students enrolled in Global Entrepreneurship Studies at Stanford University and serves on advisory boards of several technology
companies focusing on EV/smart mobility, Fintech, Artificial Intelligence, Health and Blockchain technologies.
Ms. Tran holds office until the next annual meeting
of stockholders and until her successor or successors have been duly elected and qualified. There are no agreements with respect to the
election of directors. We do not compensate our directors. Officers are appointed annually by the Board of Directors, and each executive
officer serves at the discretion of the Board of Directors. We do not have any standing committees at this time.
Our director, officer, control persons and promoters
have not, within the past ten (10) years, filed any bankruptcy petition, been convicted in or been the subject of any pending criminal
proceedings, or is any such person the subject or any order, judgment or decree involving the violation of any state or federal securities
laws.
****
**Section 16(a) Compliance.**
Section 16(a) of the Exchange Act requires the Companys directors
and executive officers, and persons who own beneficially more than ten percent (10%) of the Companys common stock to file reports
of ownership and changes of ownership with the SEC. Copies of all filed reports are required to be furnished to the Company pursuant to
Section 16(a).
| | 38 | | |
| | |
**Conflicts of Interest.**
The Company considers as a potential conflict
of interest for inside Company activities any contract or transaction between the Company and a responsible person or family member, a
contract or transaction between the Company and an entity in which a responsible person or family member has a material financial interest
or of which such person is a director, officer, agent, partner, associate, trustee, a personal representative, receiver, guardian, custodian,
conservator, or other legal representative.
The Company also considers as a potential conflict
of interest for outside of the Company activities, a responsible person competing with the Company in the rendering of services or in
any other contract or transaction with a third party, a responsible persons having a material financial interest in, or serving
as a director, officer, employee, agent, partner, associate, trustee, personal representative, receiver, guardian, custodian, conservator,
or other legal representative of, or consultant to, an entity or individual that competes with the Company in the provision of services
or in any other contract or transaction with a third party.
The Company may also consider any activities under
circumstances where it might be inferred that such action was intended to influence or possibly would influence the responsible person
in the performance of his or her duties. This does not preclude the acceptance of items of nominal or insignificant value or entertainment
of nominal or insignificant value that are not related to any particular transaction or activity of the Company.
Company's management (and the manager and members
of Repository Services LLC and Specialty Capital Lenders LLC) are each deemed to be responsible persons, as defined above, and may be
associated with other firms involved in a range of business activities in the future. Consequently, there are potential inherent conflicts
of interest. Insofar as Quynh Hoa T. Tran is engaged in other business activities, it is anticipated that he will devote only a minor
amount of time to the Company's affairs. Quynh Hoa T. Trans other business activities do not result in any conflict of interest
for inside Company activities, and the members and managers of Repository Services LLC and Specialty Capital Lenders LLC do not believe
that there is any potential conflict of interest for outside of the Companys activities.
As of the date hereof, Companys management and Repository Services
LLC members and managers, and each of them, have no intention of becoming shareholders, officers or directors of any other companies which
may be considered as a development stage company with no revenues, nominal assets and no specific business plan or whose purpose is to
seek new business opportunities or engage in a merger or acquisition with an unidentified company. The Company and Repository Services
LLC, and each of them, will not enter any transaction where there is a conflict of interest or potential conflict of interest. Repository
Services LLC is managed by its manager; members of Repository Services LLC have no right to manage the business of Repository Services
LLC or demand from Repository Services LLC any property, although members have the right to vote on business transactions and have the
right to share only in the profits and losses of Repository Services LLC. Repository Services LLC has no fiduciary duties or contractual
obligations, other than to its members, to any third parties and as a shareholder of the Company. Quynh Hoa T. Trans consulting
activities do not create any fiduciary duties to any third parties, and he has no contractual obligation that may be deemed to be a conflict
of interest. In addition to the above, Quynh Hoa T. Tran also owes a duty of care which is not fiduciary in nature. This duty has been
defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably
be expected of a person carrying out the same functions as are carried out by that director in relation to the Company and the general
knowledge skill and experience which that director has.
In no event will any of our management and the
manager and members of Repository Services LLC and Specialty Capital Lenders LLC, and each of them, or their respective affiliates be
paid any finders fee, consulting fee or other similar compensation prior to, or for any services they render in order to effectuate
the consummation of our initial business combination.
Management has a duty not to put themselves in
a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position.
Company's management and the manager and members of Repository Services LLC and Specialty Capital Lenders LLC, and each of them, intend
to be proactive in identifying and eliminating any conflicts of interest that may involve the Company and any responsible person or family
members.
**Promoters and Control Persons**
**
Repository Services LLC, Brian Brick, and Quynh
Hoa T. Tran, and each of them, acting alone or together, directly or indirectly, may be deemed to be promoters of the Company and each,
directly or indirectly, has the power to direct or cause the direction of the management and policies of the Company through their ownership
of or being able to vote the common stock, by being an officer or director, or by agreement.
Specialty Capital Lenders LLC, Repository Services
LLC and the Company may be deemed to be related parties to each other. Repository Services LLCs Manager and control member is Brian
Brick, and the other member is Ronald J. Stauber. Specialty Capital Lenders LLCs manager and sole member is Ronald J. Stauber.
| | 39 | | |
| | |
Quynh Hoa T. Tran was selected to be an officer
and director of the Company by Repository Services LLC. Quynh Hoa T. Tran has no direct or indirect interest in Specialty Capital Lenders
LLC and Repository Services LLC, or either.
**Election of Directors
and Officers.**
Directors are elected
to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the Board following the next annual meeting of stockholders and until their successors have been elected
and qualified.
****
**Audit Committee.**
We do not have an Audit
Committee (or any committees of the Board).
**Director Independence.**
We do not currently have
any independent directors.
**Board Leadership
Structure.**
We have chosen to combine
the Chief Executive Officer and Board Chairman. As of the date hereof, our sole director is also our Chief Executive Officer and Chief
Financial Officer.
**Code of Ethics.**
Our Board has not adopted
a Code of Ethics due to the Companys size and lack of employees.
**Additional Information.**
**
Quynh Hoa T. Tran, our sole officer and director,
is not currently an officer or director of any other blank check shell companies and she and Repository Services LLC had been a shareholder
in one other blank check shell company named American Metals Recovery and Recycling Inc. (symbol AMRR) that had filed a registration statement
on Form 10-12G on August 2, 2021 under the Exchange Act.
On December 23, 2021, Repository Services LLC held and approximately
73.3% of the issued and outstanding common shares in AMRR and 100% of the preferred stock; 71.1% of the common stock and all of the preferred
stock was sold to Multiband Global Resources LLC, an unrelated party, for $500,000 and the remaining shares were transferred to the Katell
Survivors Trust (Gerald Katell, trustee), an unrelated third party. As at December 31, 2021, Repository Services LLC had no interest in
AMRR. Quynh Hoa T. Tran held less than 1% of the issued and outstanding shares in AMRR.
****
****
Specialty Capital Lenders LLC provides financial
accommodations to businesses and is not an equity investor. No loan provided to any business by Specialty Capital Lenders LLC involves
equity financing or the ability to convert any loan or financial accommodationinto equity of the business.
****
**Indemnification.**
****
Our Articles of Incorporation, By-Laws and director
indemnification agreements provide that each person who was or is made a party or is threatened to be made a party to or is otherwise
involved (including, without limitation, as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he or she is or was a director or an officer of the Company or, in the case of a director, is or was serving
at our request as a director, officer, or trustee of another corporation, or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan, whether the basis of such proceeding is alleged action in an official capacity
as a director, officer or trustee or in any other capacity while serving as a director, officer or trustee, shall be indemnified and held
harmless by us to the fullest extent authorized by the Nevada General Corporation Law against all expense, liability and loss reasonably
incurred or suffered by such.
| | 40 | | |
| | |
Section 78.751 of the Nevada General Corporation
Law permits a corporation to indemnify any director or officer of the corporation against expenses (including attorneys fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any action, suit or proceeding brought
by reason of the fact that such person is or was a director or officer of the corporation, if such person acted in good faith and in a
manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any
criminal action or proceeding, if he or she had no reason to believe his or her conduct was unlawful. In a derivative action, ( i.e.,
one brought by or on behalf of the corporation), indemnification may be provided only for expenses actually and reasonably incurred by
any director or officer in connection with the defense or settlement of such an action or suit if such person acted in good faith and
in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification
shall be provided if such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court
in which the action or suit was brought shall determine that the defendant is fairly and reasonably entitled to indemnity for such expenses
despite such adjudication of liability.
As far as indemnification for liabilities arising under the Exchange
Act, as amended, may be permitted to officers, directors or persons controlling the Company pursuant to the foregoing, the Company has
been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Exchange Act, as amended,
and is therefore unenforceable.
**ITEM 11. EXECUTIVE COMPENSATION.**
****
****
No executive compensation was paid during the
fiscal years ended September 2025 and 2024 through the date hereof. The Company has no employment agreement with our officer and director.
For the fiscal years ended September 30, 2025, September 30, 2024 and
through the date hereof, there were no outstanding equity awards to any of prior or current executive officer(s) or the members of our
board of directors. The Company has no stock option, retirement, pension, or profit-sharing programs for the benefit of directors, officers,
or other employees, but our board of directors may recommend adoption of one or more such programs in the future.
**ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS.**
****
The following table sets forth information regarding
the beneficial ownership of our common stock as of September 30, 2025 and the date hereof. The information in this table provides the
ownership information for each person known by us to be the beneficial owner of more than 10% of our common stock and preferred stock;
each of our directors; each of our executive officers; and our executive officers and directors as a group.
Beneficial ownership has been determined in accordance
with the rules and regulations of the SEC and includes voting or investment power with respect to the shares. Unless otherwise indicated,
the persons named in the table below have sole voting and investment power with respect to the number of shares indicated as beneficially
owned by them.
|
Name of Beneficial Owner | |
Common Stock Beneficially Owned (1) | | |
Percentage of Common Stock Owned (1) | | |
|
| |
| | |
| | |
|
Repository Services LLC (2) c/o The Stauber Law Offices 9440 Santa Monica Boulevard Suite 301 Beverly Hills, CA 90210 | |
| 23,946,307 | | |
| 70.30 | % | |
|
| |
| | | |
| | | |
|
Director and Officer (1 person) | |
| | | |
| | | |
|
| |
| | | |
| | | |
|
Quynh Hoa T. Tran (3) (4) 9350 Wilshire Boulevard Suite 203 Beverly Hills, CA 90212 | |
| 0 | | |
| 0 | % | |
| | 41 | | |
| | |
_____
(1) Applicable percentage ownership
is based on 34,276,816 shares of common stock outstanding as of September 30, 2025 and as of the date hereof. Beneficial ownership is
determined in accordance with the rules of the SEC and includes voting or investment power with respect to securities. Shares of common
stock that are currently exercisable or exercisable within 60 days of the fixed date are deemed to be beneficially owned by the person
holding such securities for the purpose of computing the percentage of ownership of such person but are not treated as outstandingfor
the purpose of computing the percentage ownership of any other person.
(2) Pursuant to a Stock Purchase
Agreement dated as at August 7. 2020, on or about November 4, 2020, Repository Services LLC became the record owner of 23,946,307
shares of the Company held for it in the name of Brock, K. Brock & S. Brock General Partners trustee of Brock Family Trust, K.
Brock & S. Brock General Partners Brock Family Trust UADTD 06/24/1998, K. Brock & S. Brock General Partners Trustee of Brock
Family Trust, and the Brock Irrevocable Trust. On October 27, 2020, Brock caused the balance of the 500,000 shares of common stock
beneficially owned by Repository Services LLC to be registered by the transfer agent in its name. Repository Services LLCs
Manager and control member is Brian Brick.
****
**ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE.**
****
On September 30, 2016, the Company issued a Promissory Note to Stephen
Brock in the principal amount of $300,000. On August 3, 2020, the promissory note was assigned by Stephen Brock to Specialty Capital Lenders
LLC. As of September 30, 2025, there was owed to Specialty Capital Lenders LLC $350,000 in principal and $94,529 in interest. As at January
1, 2022, the Company had entered into an Obligation Extension Agreement with Specialty Capital Lenders LLC. Pursuant to the terms of the
Extension Agreement, the original principal continued to accrue interest at the rate of three (3%) percent per annum. The Extension Agreement
terminated as of August 31, 2024, at which time all unpaid principal and accrued interest will be due and payable to Specialty Capital
Lenders LLC. On September 1, 2024, the parties entered into new Extension Agreement. The Extension Agreement now terminates as of December
31, 2026, at which time all unpaid principal and accrued interest will be due and payable to Specialty Capital Lenders LLC
The Company may, at its sole discretion, at any
time prepay all or any part of the principal amount of the Promissory Note, without premium and with all accrued interest to the date
of prepayment. Partial prepayments will be applied first to accrued interest and then to principal.
On December 18, 2019, the Company issued a Revolving
Promissory Note to Repository Services LLC whereby the Company can borrow up to a maximum of thirty-five thousand USD ($35,000) at an
annual rate of interest equal to five percent (5%). There have been no financial accommodations provided to the Company under the Revolving
Promissory Note.
Specialty Capital Lenders LLC, Repository Services LLC and the Company
may be deemed to be related parties to each other. Repository Services LLCs Manager and control member is Brian Brick and the other
member is Ronald J. Stauber. Specialty Capital Lenders LLCs Manager and sole member is Ronald J. Stauber. As of the date hereof,
Repository Services LLC owned and controlled 8,123,230 shares of the Companys common stock, which represents approximately 70.3%
of the common stock issued and outstanding shares.
Quynh Hoa T. Tran was selected to be an officer
and director of the Company by Repository Services LLC. Quynh Hoa T. Tran has no direct or indirect interest in Specialty Capital Lenders
LLC and Repository Services LLC.
****
****
| | 42 | | |
| | |
****
**ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.**
****
Our independent registered public accounting firm
is L J Soldinger Associates, LLC
|
|
(1) |
Audit Fees | |
The aggregate fees billed for professional
services rendered by our current auditors, L J Soldinger Associates, LLC, for the audit of the registrant's annual consolidated financial
statements and review of the consolidated financial statements included in the registrant's Form 10-K or services that are normally provided
by the accountant in connection with statutory and regulatory filings or engagements, for fiscal years 2025 and 2024 were approximately
$25,000 and $25,000, respectively.
The aggregate fees billed for professional
services rendered by prior auditor, Hudgens CPA, PLLC, for the audit of the registrant's annual consolidated financial statements and
review of the consolidated financial statements included in the registrant's Form 10-K and Form 10-Q(s) or services that are normally
provided by the accountant in connection with statutory and regulatory filings or engagements, for fiscal year 2024 was $10,500.
|
|
(2) |
Audit Related Fees | |
None.
|
|
(3) |
Tax Fees | |
None.
|
|
(4) |
All Other Fees | |
None.
|
|
(5) |
Audit Committee Policies and Procedures | |
The Company does not have an audit committee.
****
****
|
|
(6) |
If greater than 50 percent, disclose the percentage of hours expended on the principal accountant's engagement to audit the registrant's consolidated financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees. | |
Not applicable.
****
| | 43 | | |
| | |
**PART IV**
**ITEM 15. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA**
Set forth below is an index to our financial statements
attached to this Annual Report:
Independent Auditors Report of February
4, 2026
Consolidated Balance Sheets at September 30, 2025 and 2024
Consolidated Statements of Operation for the Years Ended September
30, 2025 and 2024
Consolidated Statements of Stockholders Deficit for the Years
Ended September 30, 2025 and 2024
Consolidated Statements of Cash Flows for the Years ended September
30, 2025 and 2024
**ITEM 16. FORM 10-K SUMMARY.**
****
No optional summary of the above information is required to be provided.
**ITEM 17. FINANCIAL STATEMENTS AND EXHIBITS**
|
Exhibit No. |
|
Description | |
|
3.1* |
|
Articles of Incorporation | |
|
3.2* |
|
Amendment to Articles of Incorporation | |
|
3.3* |
|
By-Laws | |
|
10.1** |
|
Debt Restructure Agreement of September 16, 2016 [Executed Copy] | |
|
10.2** |
|
Promissory Note of September 30, 2016 [Executed Copy] | |
|
10.3** |
|
Assignment of Promissory Note to Specialty Capital LLC of August 3, 2020 [Executed Copy] | |
|
* |
|
Incorporated by reference to the Registrants Registration Statement on Form 10, filed on June 1, 2022. | |
|
** |
|
Incorporated by reference to the Registrants Registration Statement on Form 10, Amendment No. 2 filed on September 6, 2022 | |
|
31.1 |
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act. | |
|
32.1 |
|
Certification of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act. | |
|
101.INS |
|
XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
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101.SCH |
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Inline XBRL Taxonomy Extension Schema Document. | |
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101.CAL |
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Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
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101.LAB |
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Inline XBRL Taxonomy Extension Label Linkbase Document. | |
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101.PRE |
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Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
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101.DEF |
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Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
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104 |
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |
| | 44 | | |
| | |
**SIGNATURES**
Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: February 4, 2026
**PUBLIC COMPANY MANAGEMENT CORPORATION**
|
By: |
/s/ Quynh Hoa T. Tran |
| |
|
|
Quynh Hoa T. Tran |
President | |
|
By: |
/s/ Quynh Hoa T. Tran |
| |
|
|
Quynh Hoa T. Tran |
Chief Financial Officer | |
45