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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2024

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 000-50098

PUBLIC COMPANY MANAGEMENT CORPORATION

(Exact name of registrant as specified in its charter)

PUBLIC CO MANAGEMENT CORP

Nevada	88-0493734
(State or other jurisdiction	(IRS Employer Identification No.)
of incorporation)

9340 Wilshire Boulevard, Suite 203
Beverly Hills, CA	90212
(Address of principal executive offices)	( Zip Code)

Registrant’s Telephone Number, Including Area Code: 310.862.1957

Securities registered pursuant to the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	PCMC	OTC Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). x

As of February 10, 2025, the registrant had 34,276,816 shares of common stock issued and outstanding.

		Page
Part I. Financial Information

Item 1.	Financial Statements	2

Balance Sheets		2
Statements of Operations		3
Statements of Changes in Stockholders’ Deficit		4
Statements of Cash Flows		5
Notes to the Unaudited Condensed Financial Statements		6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.	Controls and Procedures	14

Part II. Other Information

Item 1.	Legal Proceedings	15
Item 1A.	Risk Factors	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 4.	Mine Safety Disclosures	15
Item 5.	Other Information	16
Item 6.	Exhibits	16

Signatures		16

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-Q contains certain statements which are forward-looking in nature and are based on the current beliefs of our management as well as assumptions made by and information currently available to management, general trends in our operations or financial results, plans, expectations, estimates and beliefs. In addition, when used in this Form 10-Q, the words “may,” “could,” “should,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “predict,” and similar expressions and their variants, as they relate to us or our management, may identify forward-looking statements. These statements reflect our judgment as of the date of this Form 10-Q with respect to future events, the outcome of which is subject to risks. We have attempted to identify, in context, certain of the factors that we believe may cause actual future experience and results to differ materially from our current expectations, which may have a significant impact on our business, operating results, financial condition or your investment in our common stock, as described in Part I, Item 1A entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended September 30, 2024 filed on January 13, 2025 and those identified in other documents that we may subsequently file from time to time with Securities and Exchange Commission (“SEC”).

We believe that it is important to communicate our future expectations to our investors. However, there may be events in the future that we are not able to accurately predict or control and that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. You should not place undue reliance on forward-looking statements, which apply only as of the date of this Form 10-Q.

Except as required by applicable law, including the rules and regulations of the SEC, we undertake no obligation, and expressly disclaim any duty, to publicly update or revise forward-looking statements, whether as a result of any new information, future events or otherwise. Although we believe the expectations reflected in the forward-looking statements are reasonable as of the date of this 10-Q, our statements are not guarantees of future results, levels of activity, performance, or achievements, and actual outcomes and results may differ materially from those expressed in, or implied by, any of our statements.

Item 1. Financial Statements.

PUBLIC COMPANY MANAGEMENT CORPORATION

BALANCE SHEETS

(UNAUDITED)


	December 31, 2024			September 30, 2024

Assets
Current assets
Cash	$	76,180		$	100,035

Total Assets	$	76,180		$	100,035

Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable and accrued expenses	$	17,975		$	18,118
Accounts payable and accrued expenses - related party		45,232			45,232
Short-Term Payables		175,000			175,000
Accrued interest payable – related party		86,654			84,029
Note payable – related party		350,000			350,000
Total Current Liabilities	$	674,861		$	672,379
Total Liabilities	$	674,861		$	672,379

Stockholders’ deficit
Preferred Stock, 5,000,000 authorized at $0.001 par value; zero 0 shares issued and outstanding at December 31, 2024 and September 30, 2024		-			-
Common Stock, 500,000,000 authorized at $0.001 par value; 34,276,816 shares issued and outstanding at December 31, 2024 and September 30, 2024		34,277			34,277
Additional paid-in capital		5,019,739			5,019,739
Accumulated deficit		(5,652,697	)		(5,626,360	)
Total stockholders’ deficit		(598,681	)		(572,344	)
Total liabilities and stockholders’ deficit	$	76,180		$	100,035

The accompanying notes are an integral part of these financial statements.

PUBLIC COMPANY MANAGEMENT CORPORATION

STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended
	December 31
	2024			2023

Revenues
Revenues	$	-		$	-

Operating expenses
General and administrative expenses		23,712			8,891
Total Operating Expenses		23,712			8,891

(Loss) from operations		(23,712	)		(8,891	)

Other income (expense)
Gain on extinguishment of debt		-			-
Interest expense		(2,625	)		(2,625	)
Total Other Expense		(2,625	)		(2,625	)

Net (loss)	$	(26,337	)	$	(11,516	)

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 THREE MONTHS ENDED DECEMBER 31, 2024 AND 2023

(UNAUDITED)


	Preferred Stock				Common Stock				Additional Paid-In		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			(Deficit)

Balances at September 30, 2024		-	$	-		34,276,816	$	34,277	$	5,019,739	$	(5,626,360	)	$	(572,344	)

Net loss		-		-		-		-		-		(26,337	)		(26,337	)
Balances at December 31, 2024		-	$	-		34,276,816	$	34,277	$	5,019,739	$	(5,652,697	)	$	(598,681	)

	Preferred Stock				Common Stock				Additional Paid-In		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			(Deficit)

Balances at September 30, 2023		-	$	-		34,276,816	$	34,277	$	5,019,739	$	(5,550,843	)	$	(496,827	)

Net loss		-		-		-		-		-		(11,516	)		(11,516	)
Balances at December 31, 2023		-	$	-		34,276,816	$	34,277	$	5,019,739	$	(5,562,359	)	$	(508,343	)

The accompanying notes are an integral part of these financial statements.

PUBLIC COMPANY MANAGEMENT CORPORATION

STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the Three Months Ended
	December 31,
	2024			2023
Cash flows from operating activities
Net (loss)	$	(26,337	)	$	(11,516	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities
Accounts payable and accrued expenses		(143	)		690
Accounts payable and accrued expenses – related party		-			-
Accrued interest payable – related party		2,625			2,625
Net cash (used in) operating activities		(23,855	)		(8,201	)

Cash flows from investing activities		-			-

Cash flows from financing activities		-			-

Net increase (decrease) in cash		(23,855	)		(8,201	)

Cash, beginning of period		100,035			58,766

Cash, end of period	$	76,180		$	50,565


SUPPLEMENTAL DISCLOSURE:
Interest paid	$	-		$	-
Income taxes paid		-			-

The accompanying notes are an integral part of these financial statements.

PUBLIC COMPANY MANAGEMENT CORPORATION

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES

Nature of Business

Public Company Management Corporation ("Company”), a Nevada corporation, was formed on October 26, 2000. On October 1, 2004, MyOffiz, Inc. ("MyOffiz") entered into an Exchange Agreement with the certain controlling shareholders of GoPublicToday.com, Inc., Pubco WhitePapers, Inc., and Public Company Management Services, Inc. The Company was the holding company for, and conducted its operations through, its subsidiary companies. The terms "we" and "our" refers to the Company and its subsidiaries unless otherwise stated.

Pursuant to the Exchange Agreement, MyOffiz acquired approximately 92.1% of the outstanding shares of GoPublicToday.com, Inc., all of the outstanding shares of Pubco WhitePapers, Inc., and all of the outstanding shares of Public Company Management Services, Inc in exchange for the new issuance of an aggregate of 15,326,650 of MyOffiz's common stock. Subsequent to the Exchange Agreement, MyOffiz obtained 100% of the partially owned subsidiaries, changed its fiscal year end from June 30 to September 30, and changed its name to Public Company Management Corporation.

The Company was a management consulting firm that educated and assisted small businesses to improve their management, corporate governance, regulatory compliance, and other business processes, with a focus on capital market participation. The Company offered the following services to its clients at various stages of the business lifecycle:

Educational products to improve business processes or explore entering the capital markets;

Startup consulting to early-stage companies planning for growth;

Management consulting to companies seeking to enter the capital markets via self-underwriting or direct public offering or to move from one capital market to another; and

Compliance services to fully reporting, publicly traded companies.

The Company generated revenues primarily from consulting services that it provided to private company clients seeking to become fully reporting, publicly traded companies. The Company also generated revenue from regulatory compliance services that the Company was providing to public company clients that are required to file periodic and other reports with the Securities and Exchange Commission (“SEC”). The Company would be paid a flat fee for these services, which generally consisted of cash and restricted shares of the 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 the “Company have been prepared in accordance with the instructions to financial reporting as prescribed by the Securities and Exchange Commission (the “SEC”). The preparation of these financial statements and accompanying notes in conformity with U.S. generally accepted accounting principles (“GAAP”). In the opinion of management, the financial statements contained in this report include all known accruals and adjustments necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods reported herein.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 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 in accordance with ASC 718 requiring 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 service period.

Revenue Recognition

The core principles of revenue recognition under ASC 606 include the following five criteria:

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.

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.

Determine the transaction price

Pricing is discussed and identified by the operations team prior to submitting an invoice to the customer.

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.

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 December 31, 2024 and 2023.

Short Term Payables

The Company received unsecured advances from an investor for working capital. The advances are due on demand.

General and Administrative Expenses

PCMC’s general and administrative expenses consisted of the following types of expenses during the reported periods in 2024 and 2023: 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 the reported periods in 2024 or 2023.

Basic and Diluted Net (Loss) per Share


	Dec 31,			Dec 31,
	2024			2023
Numerator:
Net (Loss) attributable to common shareholders of PCMC	$	(26,337	)	$	(11,516	)
Net (Loss) attributable to PCMC	$	(26,337	)	$	(11,516	)

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 December 31, 2024 and 2023. The number of potential anti-dilutive shares excluded from the calculation shares for the period ended December 31, 2024 is zero 0 .

Income Taxes

The Company 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 December 31, 2024 and 2023.

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 December 31, 2024 and September 30, 2024 were $436,654 and $434,029, respectively and related party accrued liabilities as of December 31, 2024 and September 30, 2024 of $45,232 and $45,232, 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 December 31, 2024 and 2023.

Advertising Cost

The Company spent no money for advertisement for the three months ended December 31, 2024 and 2023.

Depreciation

The Company had no depreciation expense for the three months ended December 31, 2024 and 2023, respectively.

NOTE 2 – GOING CONCERN

As shown in the accompanying financial statements, PCMC has an accumulated deficit of $5,652,697 since its inception and had a working capital deficit of $598,681 and negative cash flows from operations and limited business operations as of December 31, 2024. 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 – SHORT TERM PAYABLES

The Company received $175,000 from an investor to fund operations. The short-term payable has no formal documentation and is due on demand.

NOTE 4 – NOTES PAYABLE

Original

Due

Interest

Dec 31,

Sept 30,

Name

Note Date

Date

Rate

2024

Related Party:

Specialty Capital Lenders LLC – Related Party

9/30/2016

12/31/2024

350,000

During the three months ending December 31, 2024 and 2023, the Company had $2,625 and $2,625 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, as extended, matures on December 31, 2026 (the “Maturity Date”). On the Maturity Date, the Company must pay the holder the promissory note the outstanding principal balance together with all accrued and unpaid interest.

On August 3, 2020, the promissory note was assigned by Brock to Specialty Capital Lenders LLC.

As of September 30, 2020, the Company had entered into an Obligation Extension Agreement (“Extension Agreement”) with Specialty Capital Lenders LLC. Pursuant to the terms of the Extension Agreement, the original principal will continue to accrue interest at the rate of three (3%) percent per annum beginning on October 1, 2020. The Extension Agreement, as now amended, terminates as of December 31, 2026 at which time all unpaid principal and accrued interest will be due and payable to Specialty Capital Lenders LLC.

The Company may, at its sole discretion, at any time prepay all or any part of the principal amount of the Promissory Note, without premium, but with all accrued interest to the date of prepayment. Partial prepayments will be applied to accrued interest and then to principal.

As of December 31, 2024 and September 30, 2024, the Company owed $350,000 in principal, and owed $86,654 and $84,029 in accrued interest, respectively.

NOTE 5 – COMMITMENTS AND CONTINGENCIES

The Company is obligated for payments under related party accrued expenses and notes payable.

NOTE 6 – 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 December 31, 2024, the balance of the promissory note outstanding was $350,000. The balance of accrued interest payable on the note was $86,654 and $84,029 as of December 31, 2024 and 2023, respectively.

As of December 31, 2024 and September 30, 2024, the Company owed $45,232 and $45,232, respectively, to related parties for funds advanced to the Company for general and administrative expenses.

NOTE 7 – STOCKHOLDERS’ EQUITY

Preferred Stock

The Company has 5,000,000 shares of preferred stock authorized, $0.001 par value. As of December 31, 2024 and September 30, 2024, the Company has no shares of preferred stock outstanding.

Common Stock

The Company has 500,000,000 shares of common stock authorized, $0.001 par value. As of December 31, 2024 and September 30, 2024, the Company had 34,276,816 shares of common stock outstanding.

The Company issued no shares of common stock in the three months ended December 31, 2024 and 2023.

NOTE 8 – 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 December 31, 2024 and September 30, 2024, the Company's accumulated deficit was $5,652,697 and $5,626,360, respectively. Only $196,505 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 and returns of the years since September 30, 2020 are still open.

NOTE 9 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events as of the date of the financial statements were available to be issued and has determined that there are no disclosable subsequent events.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

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. The use of words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. From time to time, the Company may also provide forward-looking statements in other materials that we release to the public.

Overview.

The Company’s current business objective is to seek a business combination with an operating company. The Company intend to use our limited personnel and financial resources in connection with such activities. We will utilize our capital stock, debt or a combination of capital stock and debt, in effecting a business combination. It may be expected that entering into a business combination will involve the issuance of restricted shares of capital stock. The issuance of additional shares of our capital stock may significantly reduce the equity interest of our shareholders, will likely cause a change in control if a substantial number of our shares of capital stock are issued, and most likely will also result in the resignation or removal of our present officer and director and may adversely affect the prevailing market price for our common stock.

If we issued debt securities, it could result in default and foreclosure on our assets if our operating revenues after a business combination were insufficient to pay our debt obligations, acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contained covenants that required the maintenance of certain financial ratios or reserves and any such covenants were breached without a waiver or renegotiations of such covenants, our immediate payment of all principal and accrued interest, if any, if the debt security was payable on demand, and our inability to obtain additional financing, if necessary, if the debt security contained covenants restricting our ability to obtain additional financing while such security was outstanding.

Going Concern.

The Company’s reviewed financial statements for the three months ended December 31, 2024 and 2023 and the audited financial statements for the years ended September 30, 2024 and 2023, were prepared using the assumption that we will continue our operations as a going concern. Our independent accountants in their audit report expressed substantial doubt about our ability to continue as a going concern. Our operations are dependent on our ability to raise sufficient capital or complete business combination as a result of which we become profitable. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.

The Company had not generated any revenues during the period ended December 31, 2024 and September 30, 2024. The Company had total operating expenses of $23,713 during the three months ended December 31, 2024 and total operating expenses of $8,891 for the three months ended December 31, 2023. The Company incurred $2,625 interest expense for the three months ending December 31, 2024 and 2023.

The Company had a net loss of $(26,337) and $(11,516) for the three months ending December 31, 2024 and 2023, respectively.

Liquidity and Capital Resources.

As of December 31, 2024 and through the date hereof, the Company has no business operations and limited cash resources other than that provided by Repository Services LLC. We are dependent upon interim funding to be provided by Repository Services LLC or Specialty Capital Lenders LLC to pay professional fees and expenses. If the Company require additional financing, the Company cannot predict whether equity or debt financing will become available at terms acceptable to us, if at all. Repository Services LLC has agreed to provide funding as may be required to pay for accounting fees and other administrative expenses of the Company until the Company enters into a business combination. The Company would be unable to continue as a going concern without interim financing provided by Repository Services LLC.

As of December 31, 2024, the Company had cash of $76,180, and as of September 30, 2024, the Company had cash of $100,035.

The Company had a negative cash flow from operations of $(23,855) and $(8,201)for the three months ended December 31, 2024 and 2023, respectively.

The Company does not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations, maintaining the filing of Exchange Act reports, the investigation, analyzing, and consummation of an acquisition for an unlimited period of time will be paid from additional money lent to the Company by Repository Services LLC.

The Company currently plans to satisfy its cash requirements for the next twelve months through its cash on hand and borrowings from Repository Services LLC or Specialty Capital Lenders LLC or entities or individuals affiliated with either and believes it can satisfy its cash requirements so long as the Company are able to obtain financing from these parties. The Company expects that the money borrowed will be used during the next twelve months to satisfy the Company’s operating costs, professional fees and for general corporate purposes.

During the next twelve months, we anticipate incurring costs related to filing of Securities Exchange Act of 1934, as amended, reports, franchise fees, transfer agent fees, registered agent fees, legal fees, accounting fees, and investigating, analyzing, and consummating an acquisition or business combination. The Company estimates that these costs will be in the range of ten to twelve thousand dollars per year, and that the Company will be able to meet these costs as necessary with funds to be advanced or loaned to us by Repository Services LLC and/or Specialty Capital Lenders LLC.

As of December 31, 2024, the Company was obligated to Specialty Capital Lenders LLC for $ 350,000, with accrued interest of $86,654, for a total of $436,654 evidenced by a note. As of the date hereof, the maturity date of the note was extended to December 31, 2026.

Off-Balance Sheet Arrangements.

As of December 31, 2024 and 2023 and September 30, 2024, the Company did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

Contractual Obligations and Commitments.

As of December 31, 2024 and 2023 and September 30, 2024, the Company did not have any contractual obligations.

Critical Accounting Policies.

Our significant accounting policies are described in the notes to our financial statements.

ITEM 3. QUANTITATIVE AND QUALITIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and to be effected by the Board of Directors and management (solely Quynh Hoa T. Tran), to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

(a) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

(b) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and

(c) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of our assets that could have a material effect on the financial statements.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. It is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. It also can be circumvented by collusion or improper management override.

Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process certain safeguards to reduce, though not eliminate, this risk.

Management is and will be responsible for establishing and maintaining adequate internal control over our financial reporting. To assist and because of lack of personnel, current management has engaged an outside certified public accountant to assist in the financial reporting. We have been informed that our outside certified public accountant has used various frameworks to evaluate the effectiveness of our internal control over financial reporting. Based upon this assessment, management has concluded that our internal control over financial reporting was effective for the reported then quarter ended.

Our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) have been designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended,, such as this quarterly report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Our disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management and our Chief Executive Officer - Chief Financial Officer, to allow timely decisions regarding required disclosure.

Quynh Hoa T. Tran with the assistance of our outside certified public accountant has conducted an evaluation of the effectiveness of our disclosure controls and procedures. The Company cause to perform this evaluation on a quarterly basis so that the conclusions concerning the effectiveness of our disclosure controls and procedures can be reported in our quarterly reports on Form 10-Q and annual report on Form 10-K. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer are required to conclude on the effectiveness of the disclosure controls and procedures as at the end of the quarter covered by the report.

The Company's disclosure controls and procedures may not have been effective prior to our engaging an auditing firm and our preparation for the filing of our General Form for Registration of Securities of Small Business Issuers under Section 12(g) of the Securities Exchange Act of 1934 on Form 10 on June 1, 2022, as the Company was not required to address management’s assessment of disclosures controls and procedures. As that time, we instituted new reporting and approval procedures that have remediated any potential material weaknesses and the Company further concluded that our internal controls over financial reporting was effective. We are taking additional measures to enhance the ability of our systems of disclosure controls and procedures to timely identify and respond to any federal or state substantive changes that are applicable to us.

Changes in Internal Controls.

There were no changes in our internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

There are no legal proceedings pending against the Company.

ITEM 1A. RISK FACTORS.

In addition to the other information set forth in this quarterly report, careful consideration should be given to the factors discussed in Part I, "Item 1A. Risk Factors" in the Company’s Form 10-K, as amended, filed on January 13, 2024, which could materially affect the Company’s business, financial condition or future results. These risks described in the Company’s General Form for Registration of Securities of Small Business Issuers under Section 12(g) of the Securities Exchange Act of 1934 on said Form 10-K may not be the only risks facing the Company. We believe that it is important to communicate our future expectations to our investors. However, there may be events in the future that we are not able to accurately predict or control and that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. You should not place undue reliance on the forward-looking statements. These statements reflect our judgment as of the date of this Form 10-Q with respect to future events, the outcome of which is subject to risks. We have attempted to identify, in context, certain of the factors that we believe may cause actual future experience and results to differ materially from our current expectations, which may have a significant impact on our business, operating results, financial condition or your investment in our common stock. Except as required by applicable law, including the rules and regulations of the SEC, we undertake no obligation, and expressly disclaim any duty, to publicly update or revise forward-looking statements, whether as a result of any new information, future events or otherwise.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Since 2010, there has been no unregistered sales of equity securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not Applicable

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable

ITEM 5. OTHER INFORMATION.

As of October 1, 2012, and thereafter, the Company can be defined as a "shell" company, whose sole purpose at this time is to locate and consummate a merger or acquisition with a private entity. The Company currently intends to seek to acquire assets or shares of an entity actively engaged in business which generates revenues in exchange for its securities. On August 16, 2024, the Company had entered a non-binding letter of intent with DACTA SG Pte. Ltd., a Singapore corporation (“Dacta”). The letter of intent had contemplated that the Company would enter into a business combination with the stakeholders or equity holders in Dacta with a change of control and served as an outline of the proposed principal terms and conditions regarding the transaction. The letter of intent was subject to the execution of a definitive agreement and contemplated that each party would conduct a business, financial, and legal due diligence investigation of the other, each to their satisfaction. As of the date hereof, among other pending and unsatisfied due diligence, the Company has not satisfied itself that the financial statements and schedules of Dacta comply with the financial reporting requirements under the Exchange Act. There is no binding letter of intent or definitive agreement between the Company and Dacta. Other than this non-binding letter of intent, the Company has no acquisitions in mind and has not entered into any negotiations regarding an acquisition. The Company's officer and director has not engaged in any preliminary contact or discussions with any representative of any other company regarding the possibility of an acquisition or merger between the Company and such other company. The majority shareholder has engaged in preliminary negotiations with an investor group that owns, operates, and finances income producing medical real estate properties. However, the Company itself is not a party to these discussions, and no letters of intent or binding agreements have been agreed upon between the majority shareholder and the principals of the investor group.

We have been informed that if, pursuant to any arrangement or understanding with an entity and the person or persons acquiring securities in a transaction subject to the Securities Exchange Act of 1934, as amended, any persons are to be elected or designated as our directors, otherwise than at a meeting of security holders, and the persons so elected or designated will constitute a majority of the directors of the Company, then not less than ten (10) days prior to the date any such person or persons take office as a director, or such shorter period prior to the date the Securities and Exchange Commission may authorize upon a showing of good cause therefore, the Company shall make a filing with the Securities and Exchange Commission and comply with the Securities Exchange Act of 1934, as amended. In the event there is any resulting acquisition of a business opportunity, the Securities Exchange Act of 1934, as amended, requires us to provide certain information about significant acquisitions, including audited financial statements.

ITEM 6. EXHIBITS.

Exhibit Number	Description

31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS	Inline XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: February 11, 2025	PUBLIC COMPANY MANAGEMENT CORPORATION

	/s/ Quynh Hoa T. Tran

	Quynh Hoa T. Tran,
	President and Chief Executive Officer

PUBLIC CO MANAGEMENT CORP 10-Q