DISCLOSURE STATEMENT PURSUANT TO THE PINK BASIC DISCLOSURE GUIDELINES
PUBLIC COMPANY MANAGEMENT CORPORATION
A Nevada Corporation (“Company”or “Issuer”) [Executive Office] 9350 Wilshire Boulevard Suite 203 Beverly Hills, CA 90212 310.862.1957 https://pubcomanagement.com [email protected] SIC Code: 6770 [Nevada Corporate Offices] 123 West NYE Lane, Suite 129
Carson City, NV 89706
AMENDED QUARTERLY REPORT FOR THE PERIOD ENDING MARCH 31, 2021
(the “Reporting Period”)
As of the Current Reporting Period (March 31, 2021) and the date hereof, the number of shares outstanding of our Common Stock was:
34,276,816
As of the Current Reporting Period (March 31, 2021) and the date hereof, the number of shares outstanding of our Preferred Stock was:
0
As of the Prior Reporting Period (December 31, 2020), the number of shares outstanding of our Common Stock was:
34,276,816
As of the Prior Reporting Period (December 31, 2020), the number of shares outstanding of our Preferred Stock was:
As of the most recent complete fiscal year (September 30, 2020), the number of shares outstanding of our Common Stock was:
34,276,816
As of the most recent complete fiscal year 1 (September 30, 2020), the number of shares outstanding of our Preferred Stock was:
0
Indicate by check mark whether the Company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):
Yes: ☒ No: ☐
Indicate by check mark whether the Company’s shell status has changed since the previous Reporting Period:
Yes: ☐ No: ☒
Indicate by check mark whether a Change in Control 2 of the Company has occurred over this Reporting Period:
Yes: ☐ No: ☒
1 As of the fiscal year ended September 30, 2019, the number of shares outstanding of our Common Stock was 34, 276,816 and our Preferred Stock was 0.
2 “Change in Control” shall mean any events resulting in:
(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; (iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
PUBLIC COMPANY MANAGEMENT CORPORATION Information required for compliance with the provisions of the
OTC Markets Group Inc.’s Pink Basic Disclosure Guidelines
Federal securities laws, such as Rules 10b-5 and 15c2-11 of the Securities Exchange Act of 1934, as amended, (“Exchange Act’) as well as Rule 144 of the Securities Act of 1933 (“Securities Act”), and state Blue Sky laws, require issuers to provide adequate current information to the public markets. On September 16, 2020, the Securities and Exchange Commission adopted amendments to Rule 15c2-11, an important component of the over-the-counter market regulatory structure which governs the public quoting of securities traded. The Rule recognizes OTC Markets Group Inc.’s Pink Basic Disclosure Guidelines as a standard for providing current public disclosure information. Under the Rule, securities on the OTC Market Group Inc.’s OTCQB, OTCQB and the Pink Current market designation can continue to be the subject of public broker-dealer quotations. The Rule also restricts public quoting in companies that do not provide current public disclosure information and under certain other circumstances. This Disclosure Statement was prepared in view for compliance with these laws and the rules and regulations promulgated thereunder.
To provide more meaningful and useful information, this Amended Quarterly Report Disclosure Statement may contain certain “forward-looking statements” [as such term is defined in the Exchange Act]. These statements may reflect our current expectations regarding our possible future results of operations, performance, and achievements.
Wherever possible, Public Company Management Corporation (the “Company”) has tried to identify these forward-looking statements by using words such as “anticipate,” “believe,” “estimate,” “expect,” “plan,” “intend,” and similar expressions. These statements reflect our current beliefs and are based on information currently available to us. Accordingly, these statements are subject to certain risks, uncertainties, and contingencies, which could cause our actual results, performance, or achievements to differ materially from those expressed in, or implied by, such statements.
On March 11, 2020, the World Health Organization officially declared the outbreak of the COVID-19 a “pandemic.” A significant outbreak of COVID-19 and other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and the business of any potential target business with which we consummate a business combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new 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 or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target 4 business with which we ultimately consummate a business combination, may be materially adversely affected.
The safe harbor provisions of the Exchange Act may not apply to a Company that issues penny stock. (The term "penny stock" generally refers to a security issued by a small company that trades at less than $5 per share.) Actual results may differ materially from those indicated by such forward-looking statements because of various important factors. The Company does not assume any obligation to update any forward-looking statements to reflect events or circumstances after the date of this Disclosure Statement except as required by applicable law.
PUBLIC COMPANY MANAGEMENT CORPORATION
Item 1. Name and address(es) of the Issuer and its predecessors (if any).
In answering this item, provide the current name of the Issuer any names used by predecessor entities, along with the dates of the name changes.
The name of the Issuer and the names used by predecessor entities since inception and the dates of the name changes are as follows:
Issuer:
Public Company Management Corporation
Predecessor Entities:
1. Ascomnet Pte., Ltd. [In 2000, Ascomnet Pte. Ltd. (“Ascomnet”) may have been deemed to be an accounting predecessor to the Company.] 3
2. GoPublicToday.com, a Nevada corporation [Nevada Entity No. 2000] 4
3. Pubco White Papers, Inc., a Nevada corporation [Nevada Entity No. 2003] 5
4. Public Company Management Services, Inc., a Nevada corporation [Nevada Entity No. C18769-2004] 6
The state of incorporation or registration of the Issuer and of each of its predecessors (if any) during the past five years. Please also include the Issuer’s current standing in its state of incorporation (e.g. active, default, inactive):
Except for the Issuer name change from MyOffiz, Inc. to Public Company Management Corporation, there have been no name changes or changes in the state of incorporation since inception. During the past five years, there have been no other changes.
Describe any trading suspension orders issued by the SEC concerning the Issuer or its predecessors since inception:
None
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:
None
The address(es) of the Issuer’s principal executive office: 9350 Wilshire Boulevard
Suite 203
Beverly Hills, CA 90212 310.862.1957
3 Ascomnet Pte., Ltd. was incorporated in Singapore in 1995 (Republic of China). This entity ceased operations in 1998 and was purchased in early 2000 by the founders of MyOffiz, Inc. That company was renamed first MyOffiz.com Pte. Ltd. in early 2000 and renamed later in 2000 as MyOffiz Asia Pte, com LTD and some business operations may have been conducted by the Company in this entity in Singapore.
4 On October 1, 2004, the Company entered into a Share Exchange Agreement with GoPublicToday.com, a Nevada corporation, Pubco White Papers, Inc., a Nevada corporation, Public Company Management Services, Inc., a Nevada corporation, and their majority shareholders and became subsidiaries of the Company.
5 Ibid.
The address(es) of the Issuer’s principal place of business:
Check box if principal executive office and principal place of business are the same address: ☒
Has the Issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?
Yes: ☐ No: ☒
If this Issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:
Not Applicable
Item 2. Security Information.
Exact Title and Class of Securities Outstanding:
The Company has a class of Common Stock outstanding as of March 31, 2021 and as of the date hereof:
Trading Symbol: PCMC
Title and Class: Common Stock
CUSIP No: 744392101
Par Value: $.001
Total Shares Authorized: 50,000,000 a s o f M a r c h 3 1 , 2 0 2 1 Total Shares Outstanding: 34,276,816 a
s o f M a r c h 3 1 , 2 0 2 1 Number of Shares in Public Float: 3,605,234 a
s o f M a r c h 3 1 , 2 0 2 1 Total Number of Record Shareholders 77 a
s o f M a r c h 3 1 , 2 0 2 1
The Company has a non-trading class of Preferred Stock authorized with none issued. Preferred Stock:
Par Value: $.001 Total Shares Authorized: 5,000,000
Outstanding: 0
Transfer Agent:
Pacific Stock Transfer Company 6725 Via Austi Parkway
Suite 300
Las Vegas, NV 89119 800.785.7782
Is the Transfer Agent registered under the Exchange Act? 7 Yes: ☒ No: ☐
Item 3. Issuance History.
The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the Issuer’s securities in the past two completed fiscal years and any subsequent interim period.
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.
A. Changes to the Number of Outstanding Shares.
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☒
Disclosed here and set forth below, in tabular format, is the nature of each Company offering, i.e. a disclosure under this item includes, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities issued for services for the past two complete fiscal years (and any subsequent period) and the interim period to the date hereof:
Not Applicable
B. Debt Securities, Including Promissory and Convertible Notes.
Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the Issuer’s equity securities.
Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ☐
7 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
Date of Note Issuance (1) Outstanding Balance ($) Principal Amount at Issuance Interest Accrued Maturity Date Conversion Terms (e.g. pricing mechanism for determining conversion of instrument to shares) Name of Noteholder as of Reporting Date Reason for Issuance (e.g. Loan, Services, etc.) September 30, 2016 $394,654 $350,000 $44,654 October 31, 2021 (1)
Not Convertible Specialty Capital Lenders LLC (1) Working Capital and related consideration
(1) Debt Restructure Reduction Agreement. As at September 30, 2016, Stephen Brock (“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.
As at 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.
(2) Specialty Capital Lenders LLC has agreed to provide financial accommodations to the Company in an amount equal to $20,000. As of the date hereof, no advances had been made.
(3) Ronald J. Stauber is the Manager of Specialty Capital Lenders LLC., a Wyoming limited liability company.
Item 4. Financial Statements.
A. The following financial statements were prepared in accordance with: ☒ U.S. GAAP
B. The financial statements supplied pursuant to this item have been by a person with sufficient financial skills. The financial statements for this Reporting Period were prepared under supervision by:
Name: Patrick McMahon
Title: President and Acting Chief Financial Officer Relationship to Issuer: Current officer and director of the Company.
PUBLIC COMPANY MANAGEMENT CORPORATION BALANCE SHEETS March 31, 2021 December 31, 2020 Current assets Assets Cash $ 8,561 $ 8,782 Total Assets $ 8,561 $ 8,782 Current liabilities
Liabilities and Stockholders’ Deficit
Accounts payable and accrued expenses $ 2,614 $ 657
Accounts payable and accrued expenses - related
party 26,237 26,237
Accrued interest payable – related party 47,279 44,654
Note payable – related party 350,000 350,000
Total Current Liabilities $ 426,130 $ 421,548 Total Liabilities $ 426,130 $ 421,548 Stockholders’ deficit
Preferred Stock, 5,000,000 authorized at $0.001 par value; zero shares issued and outstanding at March 31, 2021 and December 31, 2020 - - Common Stock, 50,000,000 authorized at $0.001 par value; 34,276,816 shares issued and outstanding at
March 31, 2021 and December 31, 2020 34,277 34,277
Additional paid-in capital 5,019,739 5,019,739
Accumulated deficit (5,471,585 ) (5,466,782 )
Total stockholders’ deficit (417,569 ) (412,766 )
Total liabilities and stockholders’ deficit $ 8,561 $ 8,782
PUBLIC COMPANY MANAGEMENT CORPORATION STATEMENTS OF OPERATIONS
For the Three Months Ended For the Six Months Ended
December 31 March 31,
2021 2020 2021 2020 Revenues
Revenues $ - - $ - $ -
Operating expenses
General and administrative expenses
2,178 357 9,753 357
Total Operating Expenses
2,178 357 9,753 357
(Loss) from operations
(2,178 ) (357 ) (9,753 ) (357 )
Other income (expense)
Interest expense (2,625 ) (2,982 ) (5,250 ) (5,250 )
Total Other Expense (2,625 ) (2,982 ) (5,250 ) (5,250 )
Net (loss) $ (4,803 ) (2,982 ) $ (15,003 ) $ (5,607 )
Basic and Diluted income (loss) per share
Basic and diluted income per share (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
PUBLIC COMPANY MANAGEMENT CORPORATION STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE YEARS ENDED SEPTEMBER 30, 2020 AND 2019 AND THE SIX MONTHS ENDED MARCH 31, 2021
Preferred Stock Common Stock
Additional
Paid-In Accumulated
Total Stockholders’
Shares Amount Shares Amount Capital Deficit (Deficit)
Balance, September 30, 2018 - $ - 34,276,816 $ 34,277 $ 5,019,739 $ (5,436,898 ) $ (382,882 ) Net loss - - - (11,250 ) (11,250 ) 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 - - - (15,003 ) (15,003 ) Balances at March 31, 2021 - $ - 34,276,816 $ 34,277 $ 5,019,739 $ (5,471,585 ) $ (417,569 )
PUBLIC COMPANY MANAGEMENT CORPORATION STATEMENTS OF CASH FLOWS
Cash flows from operating activities
For the Six Months Ended March 31, 2021 2020
Net (loss) $ (15,003 ) $ (5,607 )
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities
Net cash (used in) operating activities 7,439 -
Cash flows from investing activities - -
Cash flows from financing activities - -
Net increase (decrease) in cash 7,439 -
Cash, beginning of period 16,000 1,000
Cash, end of period $ 8,561 $ 1,000
SUPPLEMENTAL DISCLOSURE:
Interest paid $ - $ -
Income taxes paid - -
PUBLIC COMPANY MANAGEMENT CORPORATION NOTES TO FINANCIAL STATEMENTS
NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES Nature of Business
Public Company Management Corporation ("Company” or sometimes herein “PCMC”), 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.
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 the Company have been prepared in accordance with the instructions to financial reporting as prescribed by the Securities and Exchange Commission. 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
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 involve 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.
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 March 31, 2021 and September 30, 2019.
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
March 31
2020 2021
Net (Loss) attributable to common shareholders of PCMC $ (15,003 ) $ (5,607 ) Net (Loss) attributable to PCMC $ (15,003 ) $ (5,607 ) 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 three months ended March 31, 2021 and 2020. The number of potential anti-dilutive shares excluded from the calculation shares for the period ended March 31, 2021 is zero.
Income Taxes
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 March 31, 2021 and September 30, 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
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 March 31, 2021 and 2020 were $397,279 and $392,029, respectively and related party accrued liabilities as of March 31, 2021 and 2020 of $26,237 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 three months ended March 31, 2021 and 2020.
Advertising Cost
The Company spent no money for advertisement for the six months ended March 31, 2021 and 2020.
Depreciation
The Company had no depreciation expense for the six months ended March 31, 2021 and 2020, respectively.
NOTE 2 – GOING CONCERN
As shown in the accompanying financial statements, PCMC has an accumulated deficit of $5,471,585 since its inception and had a working capital deficit of $417,569 and negative cash flows from operations and limited business operations as of March 31, 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.
NOTE 3. NOTES PAYABLE
Name Note Due Interest Amt Due
Date Date March 31 2020 2021 Related Party:
Stephen Brock – Note Payable –
Related Party 9/30/2016 9/30/2020 3 % 350,000 350,000 During the six months ending March 31, 2021 and 2020, the Company had $5,250 and $5,250 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, 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 March 31, 2021 and September 30, 2020, the Company owed $350,000 in principal and owed $47,279 and $42,029 in accrued interest, respectively.
NOTE 4 – COMMITMENTS AND CONTINGENCIES
NOTE 5 – RELATED PARTY TRANSACTIONS
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. In the periods ended March 31,
2021 and September 30, 2020, related parties advanced the Company $26,237 and $26,237, respectively.
During the six months ending March 31, 2021 and 2020, the Company recorded interest expense to related parties of $5,250 and $5,250, respectively.
NOTE 6– STOCKHOLDERS’ EQUITY
Preferred Stock
The Company has 5,000,000 shares of preferred stock authorized, $0.001 par value. As of March 31, 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 March 31, 2021 and 2019, the Company had 34,276,816 shares of common stock outstanding.
The Company issued no shares of common stock in the three months ended March 31, 2021 or in the year ended September 30, 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 March 31, 2021 and September 30, 2020, the Company's accumulated deficit was approximately $5,471,585 and $5,456,582 respectively, none of which will offset income in the future since the net operating loss deduction is 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.
NOTE 8 - SUBSEQUENT EVENTS
The Company has evaluated subsequent events as of the date of the Financial Statements and has determined that there are no disclosable subsequent events.
The Company is informed and believes that financial statement information is considered current until the due date for the subsequent report. To remain qualified for Current Information, the Company must post its Quarterly Report within 90 days from its fiscal year-end date and Quarterly Reports within 45 days of each fiscal quarter-end date.
Item 5. Issuer’s Business, Products and Services.
The purpose of this section is to provide a clear description of the Issuer’s current operations. In answering this item, please include the following:
A. Summarize the Issuer’s business operations (if the Issuer does not have current operations, state “no operations”).
Summary:
Public Company Management Corporation was incorporated under the name of MyOffiz, Inc. on October 26, 2000 under the laws of the State of Nevada. See Item I above. 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 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 United States Securities and Exchange Commission. 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.
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. Current Emphasis
As of the date hereof, the Company can be defined as a "shell" company. Current manage-ment’s sole purpose at this time is to locate and consummate a merger or acquisition with a private entity.
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 Management has not established any particular criteria upon which the Company will 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.
A business combination involving the issuance of the Company’s securities will, in all likelihood, result in the acquired company’ equity owners obtaining controlling interest in the Company. Any such business combination may also require our controlling shareholder to sell or transfer all or a portion of the Company’s securities held.
The Company currently intends to become a reporting company under the Exchange Act. Sections 13 and 15(d) of the Exchange Act requires companies subject thereto to provide certain information about significant acquisitions, including certified financial statements. 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 Company contemplates reporting under the Exchange Act.
B. Please list any subsidiaries, parents, or affiliated companies.
The Company has no current subsidiaries, parents, or affiliated companies. C. Describe the Issuers’ principal products or services.
See A. above.
Item 6. Issuer’s Facilities.
In responding to this item, please clearly describe the assets, properties, or facilities of the Issuer, give the location of the principal plants and other property of the Issuer and describe the condition of the properties. If the Issuer does not have complete ownership or control of the property (for example, if others also own the property or if there is a mortgage on the property), describe the limitations on the ownership.
Our executive offices and corporate offices, during this Reporting Period, were located at: 9350 Wilshire Boulevard
Suite 203
Beverly Hills, CA 90212 310.862.1957
This executive office location will be initially provided at no cost to the Company by a shareholder on a month-to-month basis. The Company will continue to maintain an address with the Company’s resident agent. The Company does not have any assets, properties or facilities owned, used, or leased.
If the Issuer leases any assets, properties, or facilities, clearly describe them as above and the terms of their leases.
The Company does not have any assets, properties or facilities owned, used, or leased.
Item 7. Company Insiders (Officers, Directors, and Control Persons).
The goal of this section is to provide an investor with a clear understanding of the identity of all the persons or entities that are involved in managing, controlling, or advising the operations, business development and disclosure of the Issuer, as well as the identity of any significant or beneficial shareholders.
Name of Officer/Director and Control Person Affiliation with Company (e.g. Officer/Director/O wner of more than
5%)
Residential Address (City / State Only)
Number of shares owned Share type/class Ownershi p Percentage of Class Outstandin g Note Repository Services LLC (Ronald J. Stauber)
Owner of more than 5%
Los Angeles, CA 23,946,307 Common 70.30% (1)
Patrick McMahon Officer and director
Los Angeles, CA 0 n/a n/a
(1) Pursuant to a Stock Purchase Agreement dated as August 7. 2020, as of September 30, 2020, Repository Services LLC was the beneficial owner of the Shares. On or about October 15, 2020, Repository Services LLC became the record owner of the 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 is located in Los Angeles, CA.
As of March 31, 2021 through the date hereof, the Executive Officer and Director was and is Patrick McMahon.
Name Position Shares of Stock Patrick McMahon President, 0
Chief Executive Common Officer, Secretary
And Director 0 (acting Treasurer) Preferred
Item 8. Legal/Disciplinary History.
A. Please identify whether any of the persons listed above have, in the past 10 years, been the subject of:
1. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic and other minor offenses).
None
2. The entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person’s involvement in any type of business, securities, commodities, or banking activities;
None
3. A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; or
None
4. The entry of an order by a self-regulatory organization that permanently or temporarily barred, suspended, or otherwise limited such person’s involvement in any type of business or securities activities.
None
B. Describe briefly any material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the Issuer or any of its subsidiaries is a party or of which any of their property is the subject. Include the name of the court or agency in which the proceedings are pending, the date instituted, the principal parties thereto, a description of the factual basis alleged to underlie the proceeding and the relief sought. Include similar information as to any such proceedings known to be contemplated by governmental authorities.
None
Item 9. Third Party Providers.
The name, address, telephone number and email address of each of the following outside providers is: Securities Counsel:
Christopher H. Dieterich, Esq. Dieterich & Associates
11835 W. Olympic Blvd Suite1235E Los Angeles, CA 90064 310.312.6888 [email protected] Accountant or Auditor: None
Investor Relations Consultant: None
Other Service Providers:
Provide the name of any other service provider(s) that that assisted, advised, prepared or provided information with respect to this disclosure statement. This includes counsel, broker-dealer(s), advisor(s) or consultant(s) or provided assistance or services to the Issuer during the Reporting Period.
Ronald J. Stauber, Esq. Stauber Law Offices 9420 Wilshire Boulevard 2nd Floor
Beverly Hills, CA 90212 310.556.0080
Item 10. Issuer Certification
The Issuer shall include certifications by the chief executive officer and chief financial officer of the Issuer (or any other persons with different titles but having the same responsibilities) in each Quarterly Report or Annual Report.
Principal Executive Officer
I, Patrick McMahon, certify that:
1. I have reviewed this Amended Quarterly Disclosure Statement of Public Company Management Corporation:
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and
3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the Issuer as of, and for, the periods presented in this disclosure statement.
Dated: May 23, 2021 /s/ Patrick McMahon
Patrick McMahon President and Chief Executive Officer
Principal Financial Officer:
I, Patrick McMahon, certify that:
1. I have reviewed this Amended Quarterly Disclosure Statement of Public Company Management Corporation.;
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and
3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the Issuer as of, and for, the periods presented in this disclosure statement.
Date: May 23, 2021 /s/ Patrick McMahon
