UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4
to
FORM 10
General Form for Registration of Securities of
Small Business Issuers
Under Section 12(g) of the Securities Exchange
Act of 1934
PUBLIC COMPANY MANAGEMENT CORPORATION
(Exact Name Of Company As Specified In Its Charter)
Nevada |
|
88-0493734 |
(State of Incorporation) |
|
(I.R.S. Employer Identification
No.) |
|
|
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9340
Wilshire Boulevard, Suite 203
Beverly Hills, CA |
|
90212 |
(Address of Principal Executive
Offices) |
|
(ZIP Code) |
Company’s Telephone Number, Including Area
Code: 310.862.1957
Securities to be Registered Under Section 12(g)
of the Act: Common Stock, $ 0.001
(Title of Class)
Indicate by check mark whether the Company is
a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See definition 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 |
(Do not check if a smaller
reporting company) |
|
|
|
Emerging growth company
|
¨ |
If
an emerging growth company, indicate by check mark if the Company 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 ¨
TABLE OF CONTENTS
Item |
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Description |
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Page |
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ITEM 1. |
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DESCRIPTION OF BUSINESS |
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3 |
ITEM 1A. |
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RISK FACTORS |
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6 |
ITEM 2. |
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FINANCIAL INFORMATION |
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16 |
ITEM 3. |
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DESCRIPTION OF PROPERTY |
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18 |
ITEM 4. |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED SHAREHOLDER MATTERS |
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18 |
ITEM 5. |
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DIRECTORS AND EXECUTIVE OFFICERS |
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19 |
ITEM 6. |
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EXECUTIVE COMPENSATION |
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22 |
ITEM 7. |
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
DIRECTOR INDEPENDENCE |
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22 |
ITEM 8. |
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LEGAL PROCEEDINGS |
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23 |
ITEM 9. |
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MARKET PRICE OF AND DIVIDENDS ON THE COMPANY’S
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS |
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23 |
ITEM 10. |
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RECENT SALES OF UNREGISTERED SECURITIES |
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24 |
ITEM 11. |
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DESCRIPTION OF COMPANY’S SECURITIES TO BE REGISTERED |
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24 |
ITEM 12. |
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INDEMNIFICATION OF DIRECTORS AND OFFICERS |
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25 |
ITEM 13. |
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
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26 |
ITEM 14. |
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE |
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52 |
ITEM 15. |
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FINANCIAL STATEMENT AND EXHIBITS |
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52 |
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Some of the statements contained in this Registration
Statement on Form 10 of Public Company Management Corporation, a Nevada corporation (hereinafter the “Company or “we”),
discusses future expectations, contain projections of our plan of operation or financial condition or state other forward-looking information.
In this Registration Statement, 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 Company’s securities or not, should not place undue reliance on these forward-looking
statements, which apply only as of the date of this Registration Statement. 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 Registration Statement except as required by applicable law.
Important factors that may cause actual results
to differ from projections include, the success or failure of management’s efforts to implement the Company’s plan of operation;
the effect of changing economic conditions impacting our plan of operation (including the coronavirus COVID-19 and its mutations pandemic
and other events such as territorial wars or conflicts, terrorist attacks, or natural disasters), and the ability of the Company to meet
the other risks as may be described in this and future filings with the United States Securities and Exchange Commission (the “SEC”).
General Background of the Company
Public Company Management Corporation 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 Company’s 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 a large number of consulting firms, investment banks, venture capitalists,
merchant banks, financial advisors and other similar management consulting and regulatory compliance services firms. With the lack of
companies to raise funds in the marketplace and the intense competition in every aspect of the Company’s business, and particularly
from other firms which offer management, compliance, and other consulting services to private and public companies, we were unable to
operate profitably.
As
of October 1, 2012, and thereafter, the Company can be defined as a "shell" company,
whose sole purpose at this time is to locate and consummate a merger or acquisition with
a private entity. The Company currently intends to seek to acquire assets or shares of an
entity actively engaged in business which generates revenues in exchange for its securities.
The Company has no particular acquisitions in mind and has not entered into any negotiations
regarding such an acquisition. The Company's officer and director has not engaged in any
preliminary contact or discussions with any representative of any other company regarding
the possibility of an acquisition or merger between the Company and such other company as
of the date hereof. The majority shareholder had preliminary negotiations that would have
resulted in a change in control. There is no negotiations or transactions pending.
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 Exchange Act. 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.
General Overview
Covid-19.
The coronavirus disease (COVID-19) pandemic has
adversely affected, and other events (such as a significant outbreak of variations thereof or other infectious diseases could adversely
affect), the economies and financial markets worldwide, and the business of any potential target business with which we consummate an
initial business combination could be materially and adversely affected. Furthermore, we may be unable to complete an initial business
combination if concerns relating to COVID-19 continue to restrict travel, limit the ability to have meetings with potential investors
or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in
a timely manner. The extent to which COVID-19 impacts our search for an initial business combination will depend on future developments,
which are highly uncertain and cannot be predicted, including added information which may emerge concerning the severity of COVID-19 and
the actions to contain COVID-19 or treat its impact, among others.
If the disruptions posed by COVID-19 continue
for an extensive period of time, our ability to consummate an initial business combination, or the operations of a target business with
which we ultimately consummate an initial business combination, may be materially adversely affected. In addition, our ability to consummate
a transaction may be dependent on our ability to raise additional equity and debt financing which may be impacted by COVID-19 and
other events, including as a result of increased market volatility, decreased market liquidity in third-party financing being unavailable
on terms acceptable to us or at all.
Further, the disruptions have negatively affected
the stock market and investor sentiment. The perceived value of the Company and the price of our common stock may be affected as investors
favor and seek less volatile or traditional companies (or assume more risk) during the times of market uncertainty and instability. Further,
it is currently difficult to estimate with any certainty how long the pandemic and the effect on the economy will continue and its effect
on the ability of the Company to locate and consummate a merger or acquisition or business combination with a private entity.
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.
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 the climate and climate related 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 Company’s business plan is to seek new business
opportunities or to engage in a merger or acquisition with an unidentified company. As a result, the Company is a shell company. Rule
405 and 12b-2 of the 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 Company’s 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 Company’s 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 Company’s
securities.
The SEC released and published a Final Rulemaking
on Publication or Submission of Quotations without Specified Information amending Rule 15c2-11 under the Exchange Act ("Rule 15c2-11,”
the "Amended Rule 15c2-11"). To be eligible for public quotations on an ongoing basis, Amended Rule 15c2-11's modified the
"piggyback exemption" that required that (i) the specified current information about the company is publicly available, and
(ii) the security is subject to a one-sided (i.e., a bid or offer) priced quotation, with no more than four business days in succession
without a quotation. Under Amended Rule 15c2-11, shell companies like the Company (and formerly suspended securities) may only rely on
the piggyback exemption in certain limited circumstances. The Amended Rule 15c2-11 requires, among other requirements, that a broker-dealer
has a reasonable basis for believing that information about the issuer of securities is accurate. Our security holders may find it more
difficult to deposit common stock with a broker-dealer, and if deposited, more difficult to trade the securities on the OTC Markets Group,
Inc. Pink Open Market Platform (“Pink Sheets”). The Company intends to provide the specified current information under the
Exchange Act but there is no assurance that a broker-dealer will accept our common stock or if accepted, that the broker-dealer will
rely on our disclosure of the specified current information.
Unavailability of Rule 144 for Resale.
Rule 144(i) “Unavailability to Securities
of Issuers With No or Nominal Operations and No or Nominal Non-Cash Assets” provides that Rule 144 is not available for the resale
of securities initially issued by an issuer that is a shell company. We have identified our company as a shell company and, therefore,
the holders of our securities may not rely on Rule 144 to have the restriction removed from their securities without registration or
until the Company is no longer identified as a shell company and has filed all requisite periodic reports under the Exchange Act for
the period of twelve (12) months.
As a result of our classification as a shell
company, our investors are not allowed to rely on the “safe harbor” provisions of Rule 144, promulgated pursuant to the Securities
Act of 1933, as amended (“Securities Act”), so as not to be considered underwriters in connection with the sale of our securities
until one year from the date that we cease to be a shell company. This will likely make it more difficult for us to attract additional
capital through subsequent unregistered offerings because purchasers of securities in such unregistered offerings will not be able to
resell their securities in reliance on Rule 144, a safe harbor on which holders of restricted securities usually rely to resell securities.
ITEM 1A. RISK FACTORS
Forward-Looking Statements
This Registration Statement on Form 10 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 management’s 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 guaranties
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 Registration Statement 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 Registration Statement, the following factors should be considered in evaluating the Company’s business and future
prospects.
Risks Related to the Company
The Company has not identified a target
business.
The Company’s effort in identifying a prospective
target business will not be limited to a particular industry and the Company may acquire a business in any industry management deems
appropriate. To date, the Company has not selected any target business on which to concentrate our search for a business combination.
While the Company intends to focus on target businesses in the United States, we are not limited to U.S. entities and may consummate
a business combination with a target business outside of the United States. Accordingly, there is no basis for investors in the Company’s
common stock to evaluate the possible merits or risks of the target business or the particular industry in which we may operate.
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 Company’s
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.
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 finder’s fee or other compensation in connection with a business combination. In no event, however, will we pay management any
finder’s 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.
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 particular 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.
Our auditors have expressed substantial
doubt about our ability to continue as a going concern.
Our audited financial statements for the years
ended September 30, 2021, and 2020, were prepared using the assumption that we will continue our operations as a going concern. Our independent
accountants in their audit report have expressed substantial doubt about our ability to continue as a going concern. Our operations are
dependent on our ability to raise sufficient capital or complete business combination as a result of which we become profitable. Our
financial statements do not include any adjustments that may result from the outcome of this uncertainty. There is not enough cash on
hand to fund our administrative expenses and operating expenses for the next twelve months. Therefore, we may be unable to continue operations
in the future as a going concern. If we cannot continue as a viable entity, our stockholders may lose some or all of their investment
in the Company’s shares of common stock.
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,
there will be, in all likelihood, 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.
Patrick McMahon, our Chief Executive Officer,
is our sole executive officer. Patrick McMahon is not obligated to devote any specific number of hours per week and, in fact, intends
to devote only as much time as he deems necessary to administer the Company’s affairs until such time as a business combination
is consummated. The amount of time he 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 a business combination.
Conflict of Interest
The Company’s management (which may also include Repository
Services LLC and Specialty Capital Lenders LLC and its managers and members) is not required to commit its full-time efforts to the Company’s
affairs; accordingly, they will have conflicts of interest in allocating management time among their various business activities, including
identifying potential business combinations and monitoring the related due diligence. As a result, pursuing new business opportunities
may require a longer period of time than if management would devote full time to the Company’s affairs. Management has not identified
and is not currently negotiating a new business opportunity for us.
Repository Services LLC has no fiduciary duties or contractual
obligations, other than to its members and as a majority shareholder in the Company, to any third-party entities. Patrick McMahon’s
consulting activities do not create any fiduciary duties to any third parties, and he has no contractual obligation that may be deemed
to be or give rise to a conflict of interest. To avoid future conflict of interests, management had determined that they will not be
associated or be affiliated with entities engaged in business activities similar to those which we intend to conduct. Future business
activities of the Company’s management, which may include business activities similar to those of a potential business combination,
may result in potential or perceived conflicts of interest.
In the event that more than one business opportunity is presented
to the Company, management may have differences of opinion in determining to which particular business opportunity should be first presented
or considered. In the event that the Company’s 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 jurisdictions.
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, management’s
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 our shareholders’ best interest. 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. See “Directors, Executive Officers, Promoters and Control Persons”— “Conflicts
of Interest,” “Promoters and Control Persons,” and “Additional Information.”
The Company has a limited operating history
and limited resources.
The Company’s 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 Company’s ability to achieve the Company’s 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, 2021, we had $6,688 in cash
and an accumulated deficit of $5,478,322. Our audited financial statements for the years ended September 30, 2021 and September 30, 2020
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.
As
of June 30, 2022, our unaudited financial statements reflect that we had $4,490 in cash and
cash equivalents and an accumulated deficit of $5,509,068.
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 Company’s shares of common stock.
Since the Company has not yet selected
a 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 a particular
industry or prospective target business, there is 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 Company’s
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 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 Company’s 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 Company’s ability to successfully effect
a business combination will be dependent upon the efforts of the Company’s 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 Company’s assessment of management will prove to be correct.
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 persons upon acceptable terms.
The Company’s sole officer and director
may allocate his time to other businesses activities, thereby causing conflicts of interest as to how much time to devote to the Company’s
affairs. This could have a negative impact on the Company’s ability to consummate a business combination in a timely manner, if
at all.
The Company’s officer and director is not
required to commit his full time to the Company’s affairs, which may result in a conflict of interest in allocating his time between
the Company’s 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 is engaged in other business endeavors and is not obligated to contribute any specific
number of his hours per week to the Company’s affairs.
If
Patrick McMahon’s other business affairs require him to devote more time to such affairs,
it could limit his ability to devote time to the Company’s affairs and could have a
negative impact on the Company’s ability to consummate a timely business combination.
The Company does not believe that his other business affairs interfere with his duties as
an officer and director, but remotely could disturb his immediate performance of assumed
duties, if any. Furthermore, we do not have an employment agreement with Patrick McMahon.
The Company may be unable to obtain additional
financing, if and 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.
The Company has not yet identified any prospective
target business. 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 Company’s 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 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 Company’s 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 Company’s 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 Company’s, 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 Company’s financial resources are limited when contrasted with those of many of these
competitors. While the Company believes that there are numerous potential target businesses that we could acquire, the Company’s
ability to compete in acquiring certain sizable target businesses will be limited by the Company’s 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.
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 Patrick McMahon 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 revenues and is dependent
upon the willingness of the Company’s management to fund the costs associated with the reporting obligations under the Exchange
Act, other administrative costs associated with the Company’s corporate existence and expenses related to the Company’s
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 Company’s
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 has 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 Company’s majority shareholder
has a 70.30% common stock equity interest in the Company and thus is in a position totally influence certain actions requiring stockholder
vote.
Management has no present intention to call 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 Company’s management has broad discretion regarding
proposals submitted to a vote by shareholders as a consequence of the majority shareholder’s significant equity interest. Accordingly,
the Company’s 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 Company’s
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 Company’s management will permit us
to achieve the Company’s business objectives.
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.
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 Company’s 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. These audited financial statements must be filed
with the SEC within five (5) days following the closing of a business combination. 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. 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 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 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.
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.”
Patrick McMahon is the Company’s sole director.
Although no compensation will be paid to him for services rendered prior to or in connection with a business combination, he may receive
reimbursement for out-of-pocket expenses incurred by him in connection with activities on the Company’s 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 director,
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 Company’s behalf will be in the Company’s 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 Company’s 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, 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 Patrick McMahon 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 Company’s 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 Company’s business objective and
plan of operation. These conditions and other factors beyond the Company’s control include also but are not limited to regulatory
changes.
Additional Risks Related to Our Common Stock
The Company’s shares of common stock
are traded from time to time on the OTC Pink Sheet Market.
The Company’s common stock is subject to
quotation on the OTC Markets Group, Inc. Pink Open Market Platform (“Pink Sheets”) under the symbol PCMC. There is currently
only a limited trading market in the Company’s 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 Pink
Sheets 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 person’s 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.
In order to approve a person’s 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 Company’s common stock.
The holders of the Company’s 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 Company’s
securities. Accordingly, investors should consider the secondary market for the Company’s securities to be a limited one.
Rule 144 Risks.
Shareholders who receive the Company’s 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. An affiliate is 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 Company’s 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 September 30, 2020,
September 30, 2021, June 30, 2022, and 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 the market price of our common stock, in the event
that an active trading market commences.
Dividends 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 Company’s
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 Company’s board of directors as then constituted. It is the Company’s 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 2. FINANCIAL INFORMATION
Management’s Plan of Operation
The following discussion contains forward-looking
statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements
by the fact that they do not relate strictly to historical or current facts. They 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, we also may provide
forward-looking statements in other materials we release to the public.
Overview.
The Company’s current business objective
is to seek a business combination with an operating company. We intend to use the Company’s limited personnel and financial resources
in connection with such activities. The Company will utilize its capital stock (common and preferred), debt or a combination of capital
stock and debt, in effecting a business combination. It may be expected that entering into a business combination will involve the issuance
of restricted shares of capital stock. The issuance of additional shares of our capital stock may significantly reduce the equity interest
of our shareholders, will likely cause a change in control if a substantial number of our shares of capital stock are issued, and most
likely will also result in the resignation or removal of our present officer and director; and may adversely affect the prevailing market
price for our common stock.
Similarly, 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.
Results of Operations during the year ended September 30, 2021
as compared to the year ended September 30, 2020 and as of June 30, 2022.
We
have not generated any operating revenues during the fiscal years ended 2021 and 2020 and
as of the nine months ended June 30, 2022.
We had total operating expenses of $11,240 during
the years ended September 30, 2021 and total operating expenses of $1,014 the year ended September 30, 2020. We incurred $10,500 in accrued
interest expense during both years ended September 30, 2021 and September 30, 2020. During the years ended September 30, 2021 and 2020,
we had a net loss of $21,740 and $8,434, respectively.
We
had total operating expenses of $22,871 during the nine months ended June 30, 2022 and a
net loss of $30,746.
Liquidity and Capital Resources.
As
of September 30, 2021 and as of the date hereof, the Company has no business operations and
no cash resources other than that provided by Repository Services LLC. We are dependent upon
interim funding to be provided by Repository Services LLC and Specialty Capital Lenders LLC,
or either, to pay professional fees and expenses. Repository Services LLC has agreed to provide
funding as may be required to pay for accounting fees and other administrative expenses of
the Company until the Company enters into a business combination. The Company would be unable
to continue as a going concern without interim financing provided by Repository Services
LLC and Specialty Capital Lenders LLC. As of September 30, 2021, we had cash of $6,688 and
as of September 30, 2020 we had cash of $16,000. As of June 30, 2022, we had cash of $4,490.
If we require additional financing, we cannot
predict whether equity or debt financing will become available at terms acceptable to us, if at all. The Company depends upon our present
cash and financial accommodations to be provided by Repository Services LLC to fulfill its filing obligations under the Exchange Act.
At present, the Company has no financial resources to re pay any financial accommodations provided.
The Company does not currently engage in any
business activities that provide cash flow. The costs of investigating and analyzing business combinations, maintaining the filing of
Exchange Act reports, the investigation, analyzing, and consummation of an acquisition for an unlimited period of time will be paid from
additional money lent to the Company by Repository Services LLC.
During the next twelve (12) months, we anticipate
incurring costs related to filing of Exchange Act reports, franchise tax fees, transfer agent fees, registered agent fees, legal fees,
accounting fees, and investigating, analyzing, and consummating an acquisition or business combination. We estimate that these costs
will be in the range of fifteen thousand dollars to twenty-five +thousand dollars per year, and that we will be able to meet these costs
as necessary, all to be provided by financial accommodations evidenced by an account payable to a promissory note payable by us to Repository
Services LLC and Specialty Capital Lenders LLC, or either.
On September 30, 2021 we had $6,688 in current
assets and as at September 30, 2020, we had $16,000 in current assets. As of September 30, 2021, we had $430,994 in liabilities. As of
September 30, 2020, we had $418,566 in liabilities.
As
of June 30, 2022, we had $4,490 in current assets and we had $459,542 in liabilities.
We had a negative cash flow from operations of
$9,312 during the year ended September 30, 2021, due to a net loss of $21,740. We had no cash flow from operations during the year ended
September 30, 2020. We financed our negative cash flow from operations during the twelve months ended September 30, 2021 through prior
advances made by Repository Services LLC.
We
had negative cash flow from operations of $2,198 during the nine months ended June 30, 2022.
We financed this negative cash flow from operations through advances made by Repository Services
LLC prior to September 30, 2021.
The Company currently plans to satisfy its cash
requirements for the next 12 months through its cash on hand and borrowings from Repository Services LLC or Specialty Capital Lenders
LLC or companies or individuals affiliated with either and believes it can satisfy its cash requirements so long as we are able to obtain
financing from these parties. The Company expects that money borrowed will be used during the next 12 months to satisfy the Company’s
operating costs, professional fees and for general corporate purposes.
The Company has only limited capital. Additional
financing is necessary for the Company to continue as a going concern. Our independent auditors have issued an unqualified audit opinion
for the years ended September 30, 2021 and 2020 with an explanatory paragraph on going concern.
As
of September 30, 2021 and 2020, and as of June 30 2022, we did not have any off-balance sheet
arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the
Exchange Act.
Contractual Obligations and Commitments.
As of September 30, 2021 and 2020, and as of
the date hereof, we did not have any contractual obligations.
Critical Accounting Policies.
Our significant accounting policies are described
in the notes to our financial statements for the year ended September 30, 2021 and 2020 and are included elsewhere in this registration
statement.
ITEM 3. DESCRIPTION OF PROPERTY
The Company’s corporate office is located
at 9350 Wilshire Boulevard, Suite 203, Beverly Hills, CA 90212 which space is provided 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.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information regarding the beneficial ownership of our common stock
as of June 30, 2022 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) 9420
Wilshire Boulevard 2nd
Floor Beverly
Hills, CA 90212 | |
| 23,946,307 | | |
| 70.3 | % |
| |
| | | |
| | |
| |
| | | |
| | |
Director and Officer (1 person) | |
| | | |
| | |
| |
| | | |
| | |
Patrick
McMahon (3) (4) 9350
Wilshire Boulevard 2nd
Floor Beverly
Hills, CA 90212 | |
| 0 | | |
| 0 | % |
| |
| | | |
| | |
Black
Hill, Inc. (4)
324 S. Beverly Dr
Suite1065
Beverly Hills, CA 90212
| |
| 0 | | |
| 0 | % |
(1)
Applicable percentage ownership is based on 34,276,816 shares of common stock outstanding
as of June 30, 2022 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
outstanding for the purpose of computing the percentage ownership of any other person.
(2) Pursuant to a Stock Purchase Agreement
dated as August 7. 2020, as of September 30, 2020, Repository Services LLC was the beneficial owner 24,946,307 of the shares of common
stock. On or about October 15, 2020, Repository Services LLC became the record owner of 23,446,307 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 LLC’s Manager and control member is Brian Brick.
(3) Black Hill, Inc., a corporation
in which Patrick McMahon owns a beneficial interest has obtained an assignment of an economic interest in the right to receive a distribution
in part of the 70.3% of the shares of common stock held by Repository Services LLC., said percentage represents approximately 3.33% of
Repository Service LLC interest in the Company or 2.34% of the total issued and outstanding common stock of the Company for which it
paid $15,000. See Note (4) below.
(4) Black Hill, Inc. owns an economic
interest only in the right to receive distributions, if any, made by Repository Services LLC from the sale by it of any common stock
in the Company. Said right does not entitle Black Hill, Inc. and Patrick McMahon, or either, to any control or voting rights in Repository
Services LLC and each have no power to vote or investment power over the common stock of the Company. Black Hill, Inc. is not a member
or assignee of a membership interest in Repository Services LLC. Black Hill, Inc. is not a beneficial owner of any shares of common stock
of the Company.
See Item 8, Certain Relationships and
Related Transactions for additional information on the Stock Purchase Agreement and the acquisition of the Promissory Note. See also,
Exhibits 10.1 through 10.3 inclusive
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following table sets forth the names and ages of the member of
our Board of Director and our executive officers and the positions held by each.
Name |
|
Age |
|
Title |
Patrick McMahon |
|
39 |
|
Chief Executive Officer and President |
Background Information
Patrick McMahon is a business entrepreneur and
a former Division 1 quarterback. From 2006 to 2009, Patrick McMahon had been involved in the residential and commercial real estate brokerage
and development business in Austin and Dallas, Texas. He created a privately owned and he operated an ATM business in 2010 which he sold
within one year. From 2011 to 2013, Patrick McMahon worked as an inspection specialist for Local 1804-1 and The International Longshoremen
Association in Port Elizabeth, New Jersey. In 2014, he identified the lucrative potential of cannabis legalization in the State of California
co-founding one of the first vertically-integrated fully licensed cannabis businesses in the State by 2016, including the dispensary
brand The OG Collective™. With retail dispensary locations in multiple states, an active cultivation facility, multiple distribution
centers, and multiple manufacturing licenses, he is deemed to be one of the initial vertically licensed operators for the legal cannabis
industry. Patrick McMahon has been featured as a regular editorial contributor to numerous industry publications, including Marijuana
Venture Magazine as well as Variety Magazine. For the past five years, Patrick McMahon, as an individual and not associated with any
other person or entity, has provided private management consulting services to individuals who desire to invest in the cannabis business.
Repository Services LLC sought out Patrick McMahon
as a director of the Company. Other than his general business acumen and consideration of his diverse work experience, his social-economic
characteristics and demographic location in Southern California, Patrick McMahon had no other specific experience, qualifications, attributes
or skills that had led Repository Services to the conclusion that he should serve as a director. Repository Services LLC did not specifically
consider any self-identified diversity characteristics when selecting a director. When selecting Patrick McMahon, Repository Services
LLC did not think that there would be any direct or indirect conflicts of interest with Patrick McMahon’s other business activities,
but that there could be no assurance that this would continue in the future. See Conflict of Interests below.
Patrick McMahon holds office until the next annual
meeting of stockholders and until his 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
Company’s directors and executive officers, and persons who own beneficially more than ten percent (10%) of the Company’s
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). Once the Company becomes subject to the Exchange Act, our officer and director and majority
shareholder has informed us that they intend to file reports required to be filed under Section 16(a).
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 person’s 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 aboave, 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 Patrick McMahon is engaged in other business activities, it is anticipated that he will devote only
a minor amount of time to the Company's affairs. Partick McMahon’s primary business activities is as a consultant and in being
retained or hired as an independent contractor to assist his client in private investment activities in the legal cannabis industry.
His consulting activities address private investments in the retail dispensary locations, in active cultivation facility, in multiple
distribution centers, and in multiple manufacturing licenses. These 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 Company’s activities since Patrick McMahon’s consulting activities are
at arm’s length with his clients and with their potential investment activities not intended to be considered as business opportunities
for the Company.
As of the date hereof, Company’s
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 into any transaction where there is
a conflict of interest or potential conflict of interest. Repository Services LLC is managed by a 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. Patrick McMahon’s 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,
Patrick McMahon 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. See “Directors, Executive Officers, Promoters and Control Persons”—
“Conflicts of Interest,” “Promoters and Control Persons,” and “Additional Information.”
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 finder’s
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 Patrick
McMahon, 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 LLC’s Manager and control member
is Brian Brick, and the other member is Ronald J. Stauber. Specialty Capital Lenders LLC’s manager and sole member is Ronald J.
Stauber.
Patrick McMahon was selected to be an officer
and director of the Company by Repository Services LLC. Patrick McMahon has no direct or indirect interest in Specialty Capital Lenders
LLC and Repository Services LLC., or either.
Additional Information.
Patrick McMahon, our sole officer and director,
is not currently an officer or director of any other blank check shell companies and he has not been an officer or director or shareholder
in any entity whose purpose was to engage in a business merger or acquisition with an unidentified company or companies.
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.
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.
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 accommodations into equity of the business.
ITEM 6. EXECUTIVE COMPENSATION
No executive compensation was paid during the
fiscal years ended September 2020 and 2021 through the date hereof. The Company has no employment agreement with our officer and director.
As of the fiscal years ended September 30, 2021,
September 30, 2020 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.
See “Item 7. Certain Relationships and
Related Transactions, and Director Independence” for additional information.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS AND DIRECTOR INDEPENDENCE
Specialty Capital Lenders LLC, Repository Services
LLC, Brian Brick, Ronald J. Stauber, and Patrick McMahon, each of them, acting alone or together with others, 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 LLC’s Manager and control member is
Brian Brick, and the other member is Ronald J. Stauber. Specialty Capital Lenders LLC’s Manager and sole member is Ronald J. Stauber.
As of the date hereof, Repository Services LLC owned and controlled 23,946,307 shares of the Company’s common stock, which represents
approximately 70.3% of the common stock issued and outstanding.
Patrick McMahon was selected to be an officer
and director of the Company by Repository Services LLC. Patrick McMahon has no direct or indirect interest in Specialty Capital Lenders
LLC and Repository Services LLC., or either. He owns a beneficial interest in Black Hill, Inc. that has an economic interest in the right
to receive distributions, if any, made by Repository Services LLC from the sale by it of any common stock in the Company.
The Company and Patrick McMahon recognize that
there are areas for potential conflict of interests. Accordingly, McMahon may be influenced or his duties may affect his judgment because
of the association McMahon may have with either the Company or a related party. Patrick McMahon has a fiduciary duty to the Company,
to the shareholders (including to minority shareholders), and may have a fiduciary duty to creditors of the Company, i.e., he has obligation
to refrain from acting in his own best interests, with respect to decisions made in his capacity, where doing so would conflict with
the interests of the Company or its shareholders and maybe creditors. Accordingly, the parties have attempted to eliminate economic incentives
and has no present intent to enter into a business combination with an entity involved in the cannabis business or with any other person
or entity that Patrick McMahon has provided private management consulting services.
As of August 7, 2020, Repository Services LLC,
the Company, and Stephen 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 as holders of shares of the common stock, par value $.001, of the Company and as the Company’s principal stockholders entered
into a Stock Purchase Agreement to acquire 22,946,307 shares of the Company’s common stock.
The aggregate consideration paid by Repository
Services LLC for the shares of common stock was $85,000.00. The Stock Purchase Agreement and the purchase, by assignment of the $350,000
Promissory Note, effective as of August 3, 2020 contemplated an almost concurrent closing. The members of Repository Services LLC contributed
cash for a total of $175,000 and for their interest in Repository Services LLC. As between Repository Services LLC and Specialty Capital
LLC, the basis for all of the shares of common stock was agreed to be $175,000 and the cost basis for the Promissory Note was agreed
to be $175,000. This agreed basis may not be the cost basis or tax basis to Repository Services LLC and Specialty Capital Lenders LLC,
or either. On or about October 15, 2020, Repository Services LLC became the record owner of 22,946,307 shares of common stock or approximately
70.3 % of the Company.
As
at September 30, 2016, Brock together with then related parties, entered into a restructure
agreement wherein the obligations owed by the Company to Brock and others were reduced by
an amount to $350,000 and evidenced by a promissory note, interest at the rate of 3%, not
compounded, all due and payable on September 30, 2020 to Brock. On August 3, 2020, the promissory
note was assigned by Brock to Specialty Capital Lenders LLC. Specialty Capital Lenders LLC
is a related party to Repository Services LLC. As of September 30, 2021, there was owed to
Specialty Capital Lenders LLC $402,779. As of June 30, 2022, there was owed to Specialty
Capital Lenders LLC $410,404. As of September 30, 2020, the Company had entered into an Obligation
Extension Agreement with Specialty Capital Lenders LLC. Pursuant to the terms of that Extension
Agreement, the original principal will continue to accrue interest at the rate of three (3%)
percent per annum beginning on October 1, 2020. Pursuant to an Extension Agreement of August
31, 2021, the obligation for payment has been extended until October 1, 2023, at which time
all unpaid principal and accrued interest will be due and payable to Specialty Capital Lenders
LLC.
As
of June 30, 2022 and September 30 2021, the Company owed $350,000 in principal and owed $60,404
and $52,529 in accrued interest, respectively, to Specialty Capital Lenders LLC under the
Promissory Note.
The Company has been advanced funds or had expenses
paid on its behalf for operating expenses by related parties and these liabilities are reflected on the Balance Sheet as Accounts Payable
and Accrued Expenses – Related Party. During the twelve months ending September 30, 2021 and 2020, the Company recorded interest
expense to related parties, not related to the Promissory Note, of $10,500 and $10,500, respectively.
As
of June 30, 2022 and September 30, 2021, the Company owed $32,164 and $26,237 at June 30,
2022 and September 30, 2021, respectively, to Repository Services LLC and Specialty Capital
LLC. For the period ending June 30, 2022, Patrick McMahon had advanced $6,929 to the Company
and Specialty Capital purchased the obligation for $6,929 on June 30, 2022. As at June 30,
2022, no monies were owed to Patrick McMahon, $6,929 owed to Specialty Capital LLC, $25,235
owed to Repository Services LLC; for the total of $$32,164 as at June 30, 2022
Repository Services LLC provides the Company’s
corporate office located at 9350 Wilshire Boulevard, Suite 203, Beverly Hills, CA 90212 on a rent-free basis. 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.
ITEM 8. LEGAL PROCEEDING
There have been no legal proceeding pending against
the Company in the last five (5) years.
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE
COMPANY’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information.
Our common stock is currently quoted on the OTC
Markets Group Inc. Pink Sheet Market under the symbol PCMC. There is no market for our preferred stock, and none have been issued and
are outstanding. For the periods indicated, the following table sets forth the high and low bid prices per share of common stock. The
prices below represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual
transactions.
|
Price
Range
|
|
|
Commencement
Period |
High |
Low |
|
|
|
Fiscal Year
Commencing October 1, 2019: |
|
First Quarter |
0.020 |
0.003 |
Second Quarter |
0.009 |
0.010 |
Third Quarter |
0.219 |
0.110 |
Fourth Quarter |
0.154 |
0.070 |
|
|
|
Fiscal Year
Commencing October 1, 2020 |
|
|
|
First Quarter |
0.535 |
0.070 |
Second Quarter |
0.060 |
0.017 |
Third Quarter |
0.053 |
0.015 |
Fourth Quarter |
0.219 |
0.135 |
|
|
|
Fiscal
Year Commencing October 1, 2021 |
|
|
|
First Quarter |
0.350 |
0.016 |
Second Quarter |
0.239 |
0.062 |
Third Quarter |
0.300 |
0.062 |
Fourth Quarter |
0.210 |
0.060 |
As
of the date hereof, approximately 80 stockholders of record held our shares of common stock.
The transfer agent of our common stock is Pacific
Stock Transfer Company. Telephone is 800.785.7782.
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, 2020
and 2021 or through the date hereof.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
There have been no sales of unregistered securities
of the Company since 2012.
ITEM 11. DESCRIPTION OF COMPANY’S SECURITIES
TO BE REGISTERED
The following statements relating to the capital
stock set forth the material terms of the Company’s securities; however, reference is made to the more detailed provisions of our
Articles of Incorporation, as amended, and By-Laws, copies of which are filed herewith.
Common Stock.
Our Articles of Incorporation, as amended, authorizes
the issuance of 500,000,000 shares of common stock, par value $ 0.001. Our holders of shares of common stock are entitled to one vote
for each share on all matters to be voted on by the shareholders. Holders of common stock do not have cumulative voting rights. Holders
of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the board of directors in
its discretion from legally available funds. In the event of a liquidation, dissolution or winding up of the Company, the holders of
common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities. Holders of common stock have
no preemptive rights to purchase the Company’s common stock. There are no conversion or redemption rights or sinking fund provisions
with respect to the common stock.
Dividend.
Dividends, if any, will be contingent upon our
revenues and earnings, if any, capital requirements and financial conditions. The payment of dividends, if any, will be within the discretion
of our board of directors. We intend to retain earnings, if any, for use in our business operations and accordingly, the board of directors
will not be declaring any dividends prior to a business combination transaction, nor can there be any assurance that any dividends will
be paid following any business combination.
Preferred Stock.
Our Articles of Incorporation, as amended, authorizes
the issuance of 50,000,000 shares of preferred stock, par value $ 0.001. There are no shares of preferred stock issued and outstanding
and the shares of the Company’s preferred stock is not going to be registered under the Exchange Act.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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.
Section 78.751 of the Nevada General Corporation
Law permits a corporation to indemnify any director or officer of the corporation against expenses (including attorney’s 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 Securities Act of 1933, 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 Securities Act of 1933, as amended, and is therefore unenforceable.
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
PUBLIC COMPANY MANAGEMENT CORPORATION
FINANCIAL STATEMENTS AND NOTES
A. FOR THE YEARS ENDED SEPTEMBER 30, 2021 AND 2020.
PUBLIC COMPANY MANAGEMENT CORPORATION
FINANCIAL STATEMENTS AND NOTES
FOR THE YEARS ENDED SEPTEMBER 30, 2021 AND
2020
TABLE OF CONTENTS
Consolidated Balance Sheets at
September 30, 2021 and 2020 |
28 |
|
|
Consolidated Statements of Operations for the Years
Ended September 30, 2021 and 2020 |
29 |
|
|
Consolidated Statement of Stockholders’ Deficit
for the Years Ended September 30, 2021 and 2020 |
30 |
|
|
Consolidated Statements of Cash Flows for the Years
Ended September 30, 2021 and 2020 |
31 |
|
|
Notes to the Consolidated Financial Statements |
32 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Board of Directors of Public Company Management Corporation:
Opinion on the Financial Statements
We have audited the accompanying balance sheets
of Public Company Management Corporation (the "Company") as of September 30,2021 and 2020, the related statement of operations,
changes in stockholders’ equity, and cash flows for the years ended September 30, 2021 and 2020, 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, 2021 and 2020, and the results of its operations and its cash flows for the
years ended September 30, 2021 and 2020, in conformity with U.S. generally accepted accounting principles.
Going Concern
The accompanying financials have been prepared
assuming the Company will continue as a going concern. As of September 30, 2021, the Company had an accumulated deficit of approximately
$5,478,322, has not generated revenue, and may experience losses in the near term. These factors and the need for additional financing
in order for the Company to meet its business plan, raise substantial doubt about its ability to continue as a going concern. Management's
plan to continue as a going concern is also described in Note 2. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's 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 audits 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 audits, 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 Company’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audits 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 audits 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 audits provide a reasonable basis for our opinion.
/s/ MaughanSullivan LLC
We have served as the Company’s auditor since 2021.
Manchester, VT
April 28, 2022
PUBLIC COMPANY MANAGEMENT CORPORATION
BALANCE SHEETS
| |
September
30, 2021 | | |
September
30, 2020 | |
| |
| | |
| |
Assets |
Current assets | |
| | | |
| | |
Cash | |
$ | 6,688 | | |
$ | 16,000 | |
| |
| | | |
| | |
Total Assets | |
$ | 6,688 | | |
$ | 16,000 | |
| |
| | | |
| | |
Liabilities and Stockholders’ Deficit |
Current liabilities | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 2,228 | | |
$ | 300 | |
Accounts payable and accrued expenses - related party | |
| 26,237 | | |
| 26,237 | |
Accrued interest payable – related party | |
| 52,529 | | |
| 42,029 | |
Note payable – related party | |
| 350,000 | | |
| 350,000 | |
Total Current Liabilities | |
$ | 430,994 | | |
$ | 418,566 | |
Total Liabilities | |
$ | 430,994 | | |
$ | 418,566 | |
| |
| | | |
| | |
Stockholders’ deficit | |
| | | |
| | |
Preferred Stock, 5,000,000 authorized at $0.001 par value; zero shares issued and outstanding
at September 30, 2021 and September 30, 2020 | |
| - | | |
| - | |
Common Stock, 50,000,000 authorized at $0.001 par value; 34,276,816 shares issued and
outstanding at September 30, 2021 and September 30, 2020 | |
| 34,277 | | |
| 34,277 | |
Additional paid-in capital | |
| 5,019,739 | | |
| 5,019,739 | |
Accumulated deficit | |
| (5,478,322 | ) | |
| (5,456,582 | ) |
Total stockholders’ deficit | |
| (424,306 | ) | |
| (402,566 | ) |
Total liabilities and stockholders’ deficit | |
$ | 6,688 | | |
$ | 16,000 | |
The accompanying notes are an integral part of
these financial statements.
PUBLIC COMPANY MANAGEMENT CORPORATION
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 30,
| |
2021 | | |
2020 | |
| |
| | |
| |
Revenues | |
| | | |
| | |
Revenues | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
Operating expenses | |
| | | |
| | |
General and administrative expenses | |
| 11,240 | | |
| 1,014 | |
Total Operating Expenses | |
| 11,240 | | |
| 1,014 | |
| |
| | | |
| | |
(Loss) from operations | |
| (11,240 | ) | |
| (1,014 | ) |
| |
| | | |
| | |
Other income (expense) | |
| | | |
| | |
Gain on extinguishment of debt | |
| - | | |
| 3,080 | |
Interest expense | |
| (10,500 | ) | |
| (10,500 | ) |
Total Other Expense | |
| (10,500 | ) | |
| (7,420 | ) |
| |
| | | |
| | |
Net (loss) | |
$ | (21,740 | ) | |
$ | (8,434 | ) |
| |
| | | |
| | |
Basic and Diluted income (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.
PUBLIC COMPANY MANAGEMENT CORPORATION
STATEMENTS OF CHANGES IN STOCKHOLDERS’
DEFICIT
FOR THE YEARS ENDED SEPTEMBER 30, 2021 AND
2020
| |
Preferred Stock | | |
Common Stock | | |
Additional Paid-In | | |
Accumulated | | |
Total Stockholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
(Deficit) | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance at September 30, 2019 | |
| - | | |
$ | - | | |
| 34,276,816 | | |
$ | 34,277 | | |
$ | 5,019,739 | | |
$ | (5,448,148 | ) | |
$ | (394,132 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (8,434 | ) | |
| (8,434 | ) |
Balances at September 30, 2020 | |
| - | | |
$ | - | | |
| 34,276,816 | | |
$ | 34,277 | | |
$ | 5,019,739 | | |
$ | (5,456,582 | ) | |
$ | (402,566 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (21,740 | ) | |
| (21,740 | ) |
Balances at September 30, 2021 | |
| - | | |
$ | - | | |
| 34,276,816 | | |
$ | 34,277 | | |
$ | 5,019,739 | | |
$ | (5,478,322 | ) | |
$ | (424,306 | ) |
The accompanying notes are an integral part
of these financial statements.
PUBLIC COMPANY MANAGEMENT CORP.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30,
| |
2021 | | |
2020 | |
Cash flows from operating activities | |
| | | |
| | |
Net (loss) | |
$ | (21,740 | ) | |
$ | (8,434 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Changes in operating assets and liabilities | |
| | | |
| | |
Accounts payable and accrued expenses | |
| 1,928 | | |
| (8,504 | ) |
Accounts payable and accrued expenses – related party | |
| - | | |
| 21,438 | |
Accrued interest payable – related party | |
| 10,500 | | |
| 10,500 | |
Net cash (used in) operating activities | |
| (9,312 | ) | |
| 15,000 | |
| |
| | | |
| | |
Cash flows from investing activities | |
| - | | |
| - | |
| |
| | | |
| | |
Cash flows from financing activities | |
| - | | |
| - | |
| |
| | | |
| | |
Net increase (decrease) in cash | |
| (9,312 | ) | |
| 15,000 | |
| |
| | | |
| | |
Cash, beginning of period | |
| 16,000 | | |
| 1,000 | |
| |
| | | |
| | |
Cash, end of period | |
$ | 6,688 | | |
$ | 16,000 | |
| |
| | | |
| | |
| |
| | | |
| | |
SUPPLEMENTAL DISCLOSURE: | |
| | | |
| | |
Interest paid | |
$ | - | | |
$ | - | |
Income taxes paid | |
$ | - | | |
$ | - | |
The accompanying notes are an integral part of
these financial statements.
PUBLIC COMPANY MANAGEMENT CORP.
NOTES TO FINANCIAL STATEMENTS
September 30, 2021
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 term "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 Company’s clients’ common stock.
Predicated upon the economic recession
of 2008, commencing with the subprime mortgage crisis and bank crisis, a significant increase in housing foreclosures ultimately caused
the stock market to crash in September 2008. At that time, and prior, the Company faced competition from a large number of consulting
firms, investment banks, venture capitalists, merchant banks, financial advisors, and other similar management consulting and regulatory
compliance services firms. Due to (i) the inability to raise funds in the marketplace and (ii) the intense competition in every aspect
of the Company’s business, the Company was unable to operate profitably.
Basis of Preparation
The
accompanying financial statements include the financial information of PCMC Holdings Inc.
(“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.
Adoption of New Accounting Standard
PCMC adopted Accounting Standard Update 2014-09,
Revenue from Contracts with Customers, at the start of the first quarter of 2019 using the modified retrospective approach and recorded
a cumulative effect adjustment to retained earnings based on the current terms and conditions for open contracts as of January 1, 2019.
The adoption of the standard did not have a material impact on the Company’s Financial Statements. The comparative information
has not been restated and continues to be reported under the accounting standards in effect for those periods.
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. Estimates are primarily used in our revenue recognition, long-lived
asset impairments and adjustments, deferred tax, stock-based compensation, and reserves for legal matters.
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.
Stock-Based Compensation
The Company accounts for stock-based compensation
to employees in accordance with ASC 718 requiring employee equity awards to be accounted for under the fair value method. Accordingly,
share-based compensation is measured at grant date, based on the fair value of the award and is recognized as expense over the requisite
employee service period. The Company accounts for stock-based compensation to other than employees in accordance with ASU 2019-07 Equity
instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on
the fair value of the equity instruments and is recognized as expense over the service period. The Company estimates the fair value of
share-based payments using the Black-Scholes option-pricing model for common stock options and the closing price of the company’s
common stock for common share issuances.
Revenue Recognition
The core principles of revenue recognition under
ASC 606 include the following five criteria:
| 1. | Identify the contract with the customer |
Contract with our customers may be
oral, written, or implied. A written and signed invoice stating the terms and conditions is the Company’ preferred method. The
terms of a written contract may be contained within the body of an invoice or in an email. No work is commenced without an understanding
between the Company and our client that a valid contract exists.
| 2. | Identify the performance obligations in the contract |
Our sales and account management teams
define the scope of services to be offered, to ensure all parties are in agreement and obligations are being delivered to the customer
as promised. The performance obligation may not be fully identified in a mutually signed contract, but may be outlined in email correspondence,
face-to-face meetings, additional proposals or scopes of work, or phone conversations.
| 3. | Determine the transaction price |
Pricing is discussed and identified
by the operations team prior to submitting an invoice to the customer.
| 4. | Allocate the transaction price to the performance
obligations in the contract |
If a contract involves multiple obligations, the transaction
pricing is allocated accordingly, during the performance obligation phase.
| 5. | Recognize revenue when (or as) we satisfy a performance
obligation |
The Company uses digital marketing that includes digital
advertising, SEO management and digital ad support. We provide whether presenting a vibrant but simple message about our clients that
will enlighten their audience or deploying an influential digital marketing campaign on our online site or across one or multiple social
media platforms. Revenue is recognized when ads are run on Company’s advertising platform.
The company generates analytical reports monthly or as required
to show how the ad dollars were spent and how the targeting resulted in click-through. The report satisfies the performance obligation,
regardless of the outcome or effectiveness of the campaign.
Sales are recognized when promised services are
started in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Sales for
service contracts generally are recognized as the services are being provided.
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, 2021 and 2020.
General and Administrative Expenses
PCMC’s general and administrative expenses
consisted of the following types of expenses during 2021 and 2020: Compensation expense, payroll expense, rent, travel and entertainment,
legal and accounting, utilities, web sites, office expenses, depreciation and other administrative related expenses.
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.
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. No indications of impairments were identified in 2021 or 2020.
Basic and Diluted Net (Loss) per Share
| |
September 30, | |
| |
2021 | | |
2020 | |
Numerator: | |
| | |
| |
Net (Loss) attributable to common shareholders of PCMC | |
$ | (21,740 | ) | |
$ | (8,434 | ) |
Net (Loss) attributable to PCMC | |
$ | (21,740 | ) | |
$ | (8,434 | ) |
| |
| | | |
| | |
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, 2021 and 2020. The number of potential anti-dilutive
shares excluded from the calculation shares for the period ended September 30, 2021 is zero.
Income Taxes
Uncertain tax position
The Company also follows the guidance related
to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement
benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following
an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest
benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability
for unrecognized tax benefits was recorded as of September 30, 2021 and 2020.
Fair Value of Financial Instruments
The ASC guidance for fair value measurements
and disclosure establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The
hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements)
and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1 Inputs – Quoted prices for
identical instruments in active markets.
Level 2 Inputs – Quoted prices for
similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived
valuations whose inputs are observable or whose significant value drivers are observable.
Level 3 Inputs – Instruments with
primarily unobservable value drivers. The Company has no Level 3 Inputs.
The Company’s financial instruments consist
of cash and cash equivalents, accounts payable and debt. The carrying amount of these financial instruments approximates fair value due
either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial
statements.
Related Party Transactions
The Company follows ASC 850, Related
Party Disclosures, for the identification of related parties and disclosure of related party transactions. Related party note and
interest balances as of September 30, 2021 and 2020 were $402,529 and $392,029, respectively and related party accrued liabilities as
of September 30, 2021 and 2020 of $26,237 and $26,237, respectively (see Note 5. Related Party Transactions).
Research and Development
The Company did not incur any costs for research
and development during the years ended September 30, 2021 and 2020.
Advertising Cost
The Company spent no money for advertisement
for the years ended September 30, 2021 and 2020.
Depreciation
The Company had no depreciation expense for the
years ended September 30, 2021 and 2020.
NOTE 2 – GOING CONCERN
As shown in the accompanying financial statements,
PCMC has an accumulated deficit of $5,478,322 since its inception and had a working capital deficit of $424,306 and negative cash flows
from operations and limited business operations as of September 30, 2021. These conditions raise substantial doubt as to PCMC’s
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
NOTE 3 – NOTES PAYABLE
| |
Original | |
Due | | |
Interest | | |
Sept 30, | | |
Sept 30, | |
Name | |
Note Date | |
Date (1) | | |
Rate | | |
2021 | | |
2020 | |
| |
| |
| | |
| | |
| | |
| |
Related Party: | |
| |
| | | |
| | | |
| | | |
| | |
Specialty Capital Lenders – Note Payable – Related
Party | |
9/30/2016 | |
| 10/01/2021 | | |
| 3 | % | |
$ | 350,000 | | |
$ | 350,000 | |
| (1) | Specialty Capital Lenders extended the
due date of the note for one year. |
During the twelve months ending September 30,
2021 and 2020, 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 Company’s Chief Executive Officer and Director, in the principal amount of three
hundred fifty thousand dollars USD ($350,000.00) (see Note 5. Related Party Promissory Note). The unpaid principal accrues interest at
the rate of three percent (3.00%) per annum, and the note matures on October 1, 2021 (the “Maturity Date”). On the Maturity
Date, the Company must pay Brock the outstanding principal balance together with all accrued and unpaid interest.
The Company has the option to extend
the Maturity Date of the Promissory Note for one additional period of six (6) months (the “Extension Term”), provided that
(i) the Company provides written notice of exercise to Brock not later than thirty (30) days or more than sixty (60) days prior to the
Maturity Date and (ii) the Company must pay Brock the accrued and unpaid interest to the Maturity Date.
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 October 1, 2021, 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, 2021 and 2020, the Company
owed $350,000 in principal, and owed $52,529 and $42,029 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, 2021, the balance of the promissory
note outstanding was $350,000. The balance of accrued interest payable on the note was $52,529
and $42,029 as of September 30, 2021 and 2020, respectively.
As of September 30, 2021 and 2020, the Company
owed $26,237 to Specialty Capital Lenders LLC and Repository Services LLC for funds advanced to the Company for general and administrative
expenses.
NOTE 6 – STOCKHOLDERS’ EQUITY
Preferred Stock
The Company has 5,000,000 shares of preferred
stock authorized, $0.001 par value. As of September 30, 2021 and 2019, the Company has no preferred stock outstanding.
Common Stock
The Company has 50,000,000 shares of common stock
authorized, $0.001 par value. As of September 30, 2021 and 2020, the Company had 34,276,816 shares of common stock outstanding.
The Company issued no shares of common stock
in the twelve months ended September 30, 2021 or 2020.
NOTE 7 – INCOME TAXES
The Company follows ASC 740, Accounting for Income
Taxes. During 2009, there was a change in control of the Company. Under section 382 of the Internal Revenue Code such a change in control
negates much of the tax loss carry forward and deferred income tax. Deferred income taxes reflect the net tax effects of (a) temporary
differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax
reporting purposes, and (b) net operating loss carry forwards. For federal income tax purposes, the Company uses the accrual basis of
accounting, the same that is used for financial reporting purposes.
As
of September 30, 2021 and 2020, the Company's accumulated deficit was $5,478,322 and $5,456,582,
respectively. Only $21,740 of this deficit will offset income in the future since all prior
net operating loss deductions are disallowed upon a change of control or if the Company does
not continue in the same line of business for two years following the year of change.
Federal income tax returns have not been examined and reported upon
by the Internal Revenue Service; returns of the years since September 30, 2018 are still open.
NOTE 8 – SUBSEQUENT EVENTS
The
Company has evaluated subsequent events through the date that the financial statements were
issued and has determined that there are no disclosable subsequent events.
B. FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2022 and 2021 –
UNAUDITED
TABLE OF CONTENTS
Condensed
Balance Sheets at June 30, 2022 (unaudited) and September 30, 2021 |
40 |
|
|
Condensed
Statements of Operations For the Three and Nine Months Ended June 30, 2022 and 2021 (unaudited) |
41 |
|
|
Condensed
Statement of Stockholders’ Deficit for the Three and Nine Months Ended June 30, 2022 and 2021
(unaudited) |
42 |
|
|
Condensed
Statements of Cash Flows for the Nine Months Ended June 30, 2022 and 2021 (unaudited) |
44 |
|
|
Notes to the Condensed
Financial Statements (unaudited) |
45 |
PUBLIC COMPANY MANAGEMENT CORP.
BALANCE SHEETS
| |
June 30, 2022 | | |
September 30,
2021 | |
| |
| | |
| |
Assets |
Current assets | |
| | | |
| | |
Cash | |
$ | 4,490 | | |
$ | 6,688 | |
| |
| | | |
| | |
Total Assets | |
$ | 4,490 | | |
$ | 6,688 | |
| |
| | | |
| | |
Liabilities and Stockholders’ Deficit | |
Current liabilities | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 16,974 | | |
$ | 2,228 | |
Accounts payable and accrued expenses - related party | |
| 32,164 | | |
| 26,237 | |
Accrued interest payable – related party | |
| 60,404 | | |
| 52,529 | |
Note payable – related party | |
| 350,000 | | |
| 350,000 | |
Total Current Liabilities | |
$ | 459,542 | | |
$ | 430,994 | |
Total Liabilities | |
$ | 459,542 | | |
$ | 430,994 | |
| |
| | | |
| | |
Stockholders’ deficit | |
| | | |
| | |
Preferred Stock, 5,000,000 authorized at $0.001 par value; zero shares
issued and outstanding at September 30, 2021 and September 30, 2020 | |
| - | | |
| - | |
Common Stock, 50,000,000 authorized at $0.001 par value; 34,276,816 shares
issued and outstanding at June 30, 2022 and September 30, 2021 | |
| 34,277 | | |
| 34,277 | |
Additional paid-in capital | |
| 5,019,739 | | |
| 5,019,739 | |
Accumulated deficit | |
| (5,509,068 | ) | |
| (5,478,322 | ) |
Total stockholders’ deficit | |
| (455,052 | ) | |
| (424,306 | ) |
Total liabilities and stockholders’
deficit | |
$ | 4,490 | | |
$ | 6,688 | |
The accompanying notes are an integral part of
these financial statements.
PUBLIC COMPANY MANAGEMENT CORP.
STATEMENTS OF OPERATIONS
| |
For the Three Months Ended | | |
For the Nine Months
Ended | |
| |
June 30, | | |
June 30, | |
| |
2022 | | |
2021 | | |
2022 | | |
2021 | |
| |
| | |
| | |
| | |
| |
Revenues | |
| | | |
| | | |
| | | |
| | |
Revenues | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| |
| | | |
| | | |
| | | |
| | |
Operating expenses | |
| | | |
| | | |
| | | |
| | |
General and administrative expenses | |
| 12,744 | | |
| 664 | | |
| 22,871 | | |
| 10,417 | |
Total Operating Expenses | |
| 12,744 | | |
| 664 | | |
| 22,871 | | |
| 10,417 | |
| |
| | | |
| | | |
| | | |
| | |
(Loss) from operations | |
| (12,744 | ) | |
| (664 | ) | |
| (22,871 | ) | |
| (10,417 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other income (expense) | |
| | | |
| | | |
| | | |
| | |
Interest expense | |
| (2,625 | ) | |
| (2,625 | ) | |
| (7,875 | ) | |
| (7,875 | ) |
Total Other Expense | |
| (2,625 | ) | |
| (2,625 | ) | |
| (7,875 | ) | |
| (7,875 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net (loss) | |
$ | (15,369 | ) | |
$ | (3,289 | ) | |
$ | (30,746 | ) | |
$ | (18,292 | ) |
| |
| | | |
| | | |
| | | |
| | |
Basic and Diluted income (loss) per share | |
| | | |
| | | |
| | | |
| | |
Basic and diluted income per share | |
| (0.00 | ) | |
| (0.00 | | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted average number of shares outstanding basic and
diluted | |
| 34,276,816 | | |
| 34,276,816 | | |
| 34,276,816 | | |
| 34,276,816 | |
The accompanying notes are an integral part of
these financial statements.
PUBLIC COMPANY MANAGEMENT CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS’
DEFICIT
FOR THE THREE AND NINE MONTHS ENDED JUNE 30,
2022 AND 2021
FOR THE THREE MONTHS ENDED JUNE 30, 2022 AND
2021
| |
Preferred Stock | | |
Common Stock | | |
Additional Paid-In | | |
Accumulated | | |
Total Stockholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
(Deficit) | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance at March 31, 2022 | |
| - | | |
$ | - | | |
| 34,276,816 | | |
$ | 34,277 | | |
$ | 5,019,739 | | |
$ | (5,493,699 | ) | |
$ | (439,683 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (15,369 | ) | |
| (15,369 | ) |
Balances at June 30, 2022 | |
| - | | |
$ | - | | |
| 34,276,816 | | |
$ | 34,277 | | |
$ | 5,019,739 | | |
$ | (5,509,068 | ) | |
$ | (455,052 | ) |
| |
Preferred Stock | | |
Common Stock | | |
Additional Paid-In | | |
Accumulated | | |
Total Stockholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
(Deficit) | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balances at March 31, 2021 | |
| - | | |
$ | - | | |
| 34,276,816 | | |
$ | 34,277 | | |
$ | 5,019,739 | | |
$ | (5,471,585 | ) | |
$ | (417,569 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (3,289 | ) | |
| (3,289 | ) |
Balances at June 30, 2021 | |
| - | | |
$ | - | | |
| 34,276,816 | | |
$ | 34,277 | | |
$ | 5,019,739 | | |
$ | (5,474,874 | ) | |
$ | (420,858 | ) |
FOR THE NINE MONTHS ENDED JUNE 30, 2022 AND
2021
|
|
Preferred
Stock |
|
|
Common
Stock |
|
|
Additional
Paid-In |
|
|
Accumulated |
|
|
Total
Stockholders’ |
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
(Deficit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
September 30, 2021 |
|
|
- |
|
|
$ |
- |
|
|
|
34,276,816 |
|
|
$ |
34,277 |
|
|
$ |
5,019,739 |
|
|
$ |
(5,478,322 |
) |
|
$ |
(424,306 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(30,746 |
) |
|
|
(30,746 |
) |
Balances at June 30, 2022 |
|
|
- |
|
|
$ |
- |
|
|
|
34,276,816 |
|
|
$ |
34,277 |
|
|
$ |
5,019,739 |
|
|
$ |
(5,509,068 |
) |
|
$ |
(455,052 |
) |
| |
Preferred Stock | | |
Common Stock | | |
Additional Paid-In | | |
Accumulated | | |
Total Stockholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
(Deficit) | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balances at September 30, 2020 | |
| - | | |
$ | - | | |
| 34,276,816 | | |
$ | 34,277 | | |
$ | 5,019,739 | | |
$ | (5,456,582 | ) | |
$ | (402,566 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (18,292 | ) | |
| (18,292 | ) |
Balances at June 30, 2021 | |
| - | | |
$ | - | | |
| 34,276,816 | | |
$ | 34,277 | | |
$ | 5,019,739 | | |
$ | (5,474,874 | ) | |
$ | (420,858 | ) |
The accompanying notes are an integral part
of these financial statements.
PUBLIC COMPANY MANAGEMENT CORP.
STATEMENTS OF CASH FLOWS
| |
For the Nine Months Ended | |
| |
June 30 | |
| |
2022 | | |
2021 | |
Cash flows from operating activities | |
| | | |
| | |
Net (loss) | |
$ | (30,746 | ) | |
$ | (15,003 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Changes in operating assets and liabilities | |
| | | |
| | |
Accounts payable and accrued expenses | |
| 14,746 | | |
| 2,314 | |
Accounts payable and accrued expenses | |
| 5,927 | | |
| - | |
Accrued interest payable – related party | |
| 7,875 | | |
| 7,875 | |
Net cash (used in) operating activities | |
| (2,198 | ) | |
| (7,439 | ) |
| |
| | | |
| | |
Cash flows from investing activities | |
| - | | |
| - | |
| |
| | | |
| | |
Cash flows from financing activities | |
| - | | |
| - | |
| |
| | | |
| | |
Net increase (decrease) in cash | |
| (2,198 | ) | |
| (7,439 | ) |
| |
| | | |
| | |
Cash, beginning of period | |
| 6,688 | | |
| 16,000 | |
| |
| | | |
| | |
Cash, end of period | |
$ | 4,490 | | |
$ | 8,561 | |
| |
| | | |
| | |
| |
| | | |
| | |
SUPPLEMENTAL DISCLOSURE: | |
| | | |
| | |
Interest paid | |
$ | - | | |
$ | - | |
Income taxes paid | |
| - | | |
| - | |
The accompanying notes are an integral part of
these financial statements.
PUBLIC COMPANY MANAGEMENT CORP.
NOTES TO 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 term "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 Company’s clients’ common stock.
Predicated upon the economic recession
of 2008, commencing with the subprime mortgage crisis and bank crisis, a significant increase in housing foreclosures ultimately caused
the stock market to crash in September 2008. At that time, and prior, the Company faced competition from a large number of consulting
firms, investment banks, venture capitalists, merchant banks, financial advisors, and other similar management consulting and regulatory
compliance services firms. Due to (i) the inability to raise funds in the marketplace and (ii) the intense competition in every aspect
of the Company’s business, the Company was unable to operate profitably.
Basis of Preparation
The accompanying financial statements include
the financial information of PCMC Holdings Inc. (“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.
Adoption of New Accounting Standard
PCMC adopted Accounting Standard Update 2014-09,
Revenue from Contracts with Customers, at the start of the first quarter of 2019 using the modified retrospective approach and recorded
a cumulative effect adjustment to retained earnings based on the current terms and conditions for open contracts as of January 1, 2019.
The adoption of the standard did not have a material impact on the Company’s Financial Statements. The comparative information
has not been restated and continues to be reported under the accounting standards in effect for those periods.
Accounting Standards Not Yet Adopted
In June 2016, the FASB issued ASU 2016-3, Financial
Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instructions (ASU 2016-13), which requires
measurement and recognition of expected credit losses for financial assets held. ASU 2016-3 is effective for us in our first quarter
of fiscal 2023, and earlier adoption is permitted. We are currently evaluating the impact of our pending adoption of ASU 2016-13 on our
financial statements.
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. Estimates are primarily used in our revenue recognition, long-lived
asset impairments and adjustments, deferred tax, stock-based compensation, and reserves for legal matters.
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.
Stock-Based Compensation
The Company accounts for stock-based compensation
to employees in accordance with ASC 718 requiring employee equity awards to be accounted for under the fair value method. Accordingly,
share-based compensation is measured at grant date, based on the fair value of the award and is recognized as expense over the requisite
employee service period. The Company accounts for stock-based compensation to other than employees in accordance with ASU 2019-07 Equity
instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on
the fair value of the equity instruments and is recognized as expense over the service period. The Company estimates the fair value of
share-based payments using the Black-Scholes option-pricing model for common stock options and the closing price of the company’s
common stock for common share issuances.
Revenue Recognition
The core principles of
revenue recognition under ASC 606 include the following five criteria:
|
1. |
Identify
the contract with the customer |
|
|
Contract with our customers
may be oral, written, or implied. A written and signed invoice stating the terms and conditions is the Company’ preferred method.
The terms of a written contract may be contained within the body of an invoice or in an email. No work is commenced without an understanding
between the Company and our client that a valid contract exists. |
|
2. |
Identify
the performance obligations in the contract |
|
|
Our sales and account management
teams define the scope of services to be offered, to ensure all parties are in agreement and obligations are being delivered to the
customer as promised. The performance obligation may not be fully identified in a mutually signed contract, but may be outlined in
email correspondence, face-to-face meetings, additional proposals or scopes of work, or phone conversations. |
|
3. |
Determine
the transaction price |
|
|
Pricing is discussed and
identified by the operations team prior to submitting an invoice to the customer. |
|
4. |
Allocate
the transaction price to the performance obligations in the contract |
|
|
If a contract involves
multiple obligations, the transaction pricing is allocated accordingly, during the performance obligation phase. |
|
5. |
Recognize
revenue when (or as) we satisfy a performance obligation |
|
|
The Company uses digital marketing that
includes digital advertising, SEO management and digital ad support. We provide whether presenting a vibrant but simple message
about our clients that will enlighten their audience or deploying an influential digital marketing campaign on our online site
or across one or multiple social media platforms. Revenue is recognized when ads are run on Company’s advertising platform.
The company generates analytical reports
monthly or as required to show how the ad dollars were spent and how the targeting resulted in click-through. The report satisfies
the performance obligation, regardless of the outcome or effectiveness of the campaign. |
Sales are recognized when promised services are
started in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Sales for
service contracts generally are recognized as the services are being provided.
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 June 30, 2022 and September 30 2021.
General and Administrative Expenses
PCMC’s general and administrative expenses
consisted of the following types of expenses during 2022 and 2021: Compensation expense, payroll expense, rent, travel and entertainment,
legal and accounting, utilities, web sites, office expenses, depreciation and other administrative related expenses.
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.
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. No indications of impairments were identified in 2022 or 2021.
Basic and Diluted Net (Loss) per Share
| |
June 30, June
30, | |
| |
2022 | | |
2021 | |
Numerator: | |
| | |
| |
Net (Loss) attributable to common shareholders of PCMC | |
$ | (30,746 | ) | |
$ | (18,292 | ) |
Net (Loss) attributable to PCMC | |
$ | (30,746 | ) | |
$ | (18,292 | ) |
| |
| | | |
| | |
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 nine months ended June 30, 2022 and 2021. The number of potential anti-dilutive
shares excluded from the calculation shares for the period ended June 30, 2022 is zero.
Income Taxes
Uncertain tax position
The Company also follows the guidance related
to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement
benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following
an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest
benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability
for unrecognized tax benefits was recorded as of June 30, 2022 and September 30, 2021.
Fair Value of Financial Instruments
The ASC guidance for fair value measurements
and disclosure establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The
hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements)
and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1 Inputs – Quoted
prices for identical instruments in active markets.
Level 2 Inputs – Quoted
prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active;
and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3 Inputs – Instruments
with primarily unobservable value drivers. The Company has no Level 3 Inputs.
The Company’s financial instruments consist
of cash and cash equivalents, accounts payable and debt. The carrying amount of these financial instruments approximates fair value due
either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial
statements.
Related Party Transactions
The Company follows ASC 850, Related
Party Disclosures, for the identification of related parties and disclosure of related party transactions. Related party note and
interest balances as of June 30, 2022 and September 30, 2021 were $410,404 and $402,529, respectively and related party accrued liabilities
as of June 30, 2022 and September 30, 2021 of $32,164 and $26,237, respectively (see Note 4. Related Party Transactions).
Research and Development
The Company spent no money for research and development
cost for the nine months ended June 30, 2022 and 2021.
Advertising Cost
The Company spent no money for advertisement
for the nine months ended June 30, 2022 and 2021.
Depreciation
The Company had no depreciation expense for the
nine months ended June 30, 2022 and 2021, respectively.
NOTE 2 – GOING CONCERN
As shown in the accompanying financial statements,
PCMC has an accumulated deficit of $5,509,068 since its inception and had a working capital deficit of $455,052 and negative cash flows
from operations and limited business operations as of June 30, 2022. These conditions raise substantial doubt as to PCMC’s 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
NOTE 3 – NOTES PAYABLE
| |
Original | |
Due | | |
Interest | | |
June 30, | | |
Sept 30, | |
Name | |
Note Date | |
Date | | |
Rate | | |
2022 | | |
2021 | |
| |
| |
| | |
| | |
| | |
| |
Related Party: | |
| |
| | | |
| | | |
| | | |
| | |
Specialty Capital Lenders LLC – Related Party | |
9/30/2016 | |
| 10/01/2021 | | |
| 3 | % | |
| 350,000 | | |
| 350,000 | |
During the nine months ending June 30, 2022 and
2021, the Company had $7,875 and $7,875 in interest expense, respectively.
On September 30, 2016, the Company
issued a Promissory Note to Stephen Brock, the Company’s 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 matures on October 1, 2022 (the “Maturity Date”). On the Maturity
Date, the Company must pay Brock 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 October 1, 2022, 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 June 30, 2022 and September 30 2021, the
Company owed $350,000 in principal, and owed $60,404 and $52,529 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, 2021, the balance of the
promissory note outstanding was $350,000. The balance of accrued interest payable on the note was $52,529 and $42,029 as of September
30, 2021 and 2020, respectively.
As of September 30, 2021 and 2020, the Company
owed $26,237 to Specialty Capital Lenders LLC and Repository Services LLC for funds advanced to the Company for general and administrative
expenses.
NOTE 6 – STOCKHOLDERS’ EQUITY
Preferred Stock
The Company has 5,000,000 shares of preferred
stock authorized, $0.001 par value. As of June 30, 2022 and September 30, 2021, the Company has no preferred stock outstanding.
Common Stock
The Company has 50,000,000 shares of common stock
authorized, $0.001 par value. As of June 30, 2022 and September 30, 2021, the Company had 34,276,816 shares of common stock outstanding.
The Company issued no shares of common stock
in the nine months ended June 30, 2022 and 2021.
NOTE 7 – INCOME TAXES
The Company follows ASC 740, Accounting for Income Taxes. During 2009,
there was a change in control of the Company. Under section 382 of the Internal Revenue Code such a change in control negates much of
the tax loss carry forward and deferred income tax. Deferred income taxes reflect the net tax effects of (a) temporary differences between
the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes,
and (b) net operating loss carry forwards. For federal income tax purposes, the Company uses the accrual basis of accounting, the same
that is used for financial reporting purposes.
As of June 30, 2022 and September 30, 2021, the Company's accumulated
deficit was $5,509,068 and $5,493,699, respectively. Only $52,486 of this deficit will offset income in the future since all prior net
operating loss deductions are disallowed upon a change of control or if the Company does not continue in the same line of business for
two years following the year of change.
Federal income tax returns have not been examined and reported upon
by the Internal Revenue Service; returns of the years since September 30, 2018 are still open.
NOTE 8 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events through
the date that the financial statements were issued and has determined that there are no disclosable subsequent events.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
In its two most recent fiscal years, the Company has had no disagreements
with its independent accountants.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
| * | Incorporated by reference to the Registrant’s Registration
Statement on Form 10 filed on June 1, 2022. |
| ** | Incorporated
by reference to the Registrant’s Registration Statement on Form 10-K, Amendment No.
2 filed on September 6, 2022. |
SIGNATURES
Pursuant to the requirements of Section 12 of
the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: December 20, 2022
PUBLIC COMPANY MANAGEMENT CORPORATION
By: |
/s/ Patrick McMahon |
|
|
|
|
|
Patrick McMahon |
|
|
Director and Chief Executive Officer |
|
52
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