UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


(Mark One)


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


For the quarterly period ended March 31, 2009


2023

or

¨ TRANSITION REPORT UNDERPURSUANT 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 of incorporation or organization)
88-0493734
(I.R.S.IRS Employer Identification No.)
of incorporation)

5770 El Camino Road, Las Vegas, NV 89118
(Address of principal executive offices)  (Zip Code)
(702) 222-9076
(Registrant's telephone number, including area code)

9340 Wilshire Boulevard,  Suite 203
Beverly Hills, CA90212
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par value per sharePCMCOTC 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 ¨¨ Nox

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).  Yesx No ¨


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


Large accelerated filer
¨ 
Accelerated filer    
¨
Non-accelerated filer
¨ (Do not check if a smaller reporting company) 
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).


Yes ¨    No x

As of May 4, 2009, there were 29,276,816 outstanding17, 2023, the registrant had 34,276,816 shares of the registrant's common stock $.001 par value per share.


issued and outstanding.

 

TABLE OF CONTENTS

 

Page No.
PART I – FINANCIAL INFORMATIONPart I.  Financial Information 
  
Item 1.Financial Statements.Statements2
 1
Balance Sheets2
Statements of Operations3
Statements of Changes in Stockholders’ Deficit4
Statements of Cash Flows6
Notes to the Unaudited Condensed Financial Statements7
  
Item 2.  Management'sManagement’s Discussion and Analysis.Analysis of Financial Condition and Results of Operations  514
Item 3.  Quantitative and Qualitative Disclosures About Market Risk1316
Item 4.  Controls and Procedures16
  
Part II. Other Information
Item 4T.  Controls1.Legal Proceedings17
Item 1A.Risk Factors17
Item 2.Unregistered Sales of Equity Securities and Procedures.Use of Proceeds1318
Item 4.Mine Safety Disclosures18
Item 5.Other Information18
Item 6.Exhibits18
  
PART II – OTHER INFORMATIONSignatures19

 

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, 2022 filed on February 16, 2023 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 5.  Other Information.13
1 
Item 6.  Exhibits.13


PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements.

PUBLIC COMPANY MANAGEMENT CORPORATION

CONSOLIDATED CORP.

BALANCE SHEETS

(Unaudited)

  March 31,  September 30, 
  2009  2008 
ASSETS      
       
CURRENT ASSETS      
Cash $8,661  $20,284 
Accounts receivable, net  -   17,955 
Marketable securities  385,717   726,448 
Subscription receivable  -   115,000 
Other assets  9,100   14,000 
Total current assets  403,478   893,687 
         
Non-current marketable securities  287,559   520,024 
Furniture and equipment, net  17,977   26,552 
TOTAL ASSETS $709,014  $1,440,263 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT        
         
CURRENT LIABILITIES        
Accounts payable and accrued expenses $266,197  $298,974 
Accounts payable and accrued expenses to related parties  790,914   740,843 
Current portion of installment notes payable  2,784   9,104 
Bank line of credit  40,980   39,793 
Advances from related party  25,012   33,129 
Deferred revenues  509,050   825,550 
TOTAL LIABILITIES  1,634,937   1,947,393 
         
Commitments and Contingencies  -   - 
         
SHAREHOLDERS’ DEFICIT        
Common stock, $.001 par value; 50,000,000 shares authorized 29,276,816 and 29,276,816 shares issued and outstanding, respectively    29,277     29,277 
Paid-in-capital  4,371,810   4,371,810 
Subscription receivable  (20,000)  (135,000)
Accumulated deficit  (5,307,010)  (4,773,217)
TOTAL STOCKHOLDERS’ DEFICIT  (925,923)  (507,130)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $709,014  $1,440,263 

       
  March 31, 2023  September 30, 2022 
       
Assets
Current assets      
Cash $2,055  $4,448 
         
Total Assets $2,055  $4,448 
         
Liabilities and Stockholders’ Deficit 
Current liabilities        
Accounts payable and accrued expenses $13,551  $20,274 
Accounts payable and accrued expenses - related party  45,232   32,164 
Accrued interest payable – related party  68,279   63,029 
Note payable – related party  350,000   350,000 
Total Current Liabilities $477,062  $465,467 
Total Liabilities $477,062  $465,467 
         
Stockholders’ deficit        
Preferred Stock, 5,000,000 authorized at $0.001 par value; zero 0 shares issued and outstanding at March 31, 2023 and September 30, 2022  -   - 
Common Stock, 50,000,000 authorized at $0.001 par value; 34,276,816  shares issued and outstanding at March 31, 2023 and September 30, 2022  34,277   34,277 
Additional paid-in capital  5,019,739   5,019,739 
Accumulated deficit  (5,529,023)  (5,515,035)
Total stockholders’ deficit  (475,007)  (461,019)
Total liabilities and stockholders’ deficit $2,055  $4,448 

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


 2
1

PUBLIC COMPANY MANAGEMENT CORPORATION

CONSOLIDATED CORP.

STATEMENTS OF OPERATIONS

(Unaudited)

  Three Months Ended  Six Months Ended 
  March 31,  March 31, 
  2009  2008  2009  2008 
             
Revenue $3,701  $122,231  $67,536  $610,822 
                 
General and administrative  102,837   351,556   339,204   641,074 
Bad debt expense  786   134,323   20,019   139,710 
Depreciation and amortization  4,253   4,369   8,575   9,077 
                 
Total operating expenses  107,876   490,248   367,798   789,861 
                 
Net loss from operations  (104,175)  (368,017)  (300,262)  (179,041)
                 
Other income (expense)                
Impairment of non-marketable securities  -   (146,958)  -   (443,000)
Interest expense  (1,106)  (4,475)  (2,473)  (7,688)
Interest income  -   537   -   2,224 
Realized gain on sale of securities  8,047   23,181   5,793   6,105 
Unrealized gain (loss) on marketable securities  (264,831)  (135,427)  (236,851)  73,093 
                 
Total other expenses  (257,890)  (263,142)  (233,531)  (369,266)
                 
NET LOSS $(362,065) $(631,159) $(533,793) $(548,305)
                 
Weighted average shares outstanding  29,276,816   28,435,156   29,276,816   28,384,367 
                 
Basic and diluted net loss per share $(0.01) $(0.02) $(0.02) $(0.02)

                 
   For the Three Months Ended  For the Six Months Ended 
  March 31,  March 31, 
  2023  2022  2023  2022 
             
Revenues            
Revenues $-  $-  $-  $- 
                 
Operating expenses                
General and administrative expenses  3,699   9,727   8,738   10,127 
Total Operating Expenses  3,699   9,727   8,738   10,127 
                 
(Loss) from operations  (3,699)  (9,727)  (8,738)  (10,127)
                 
Other income (expense)                
Interest expense  (2,625)  (2,625)  (5,250)  (5,250)
Total Other Expense  (2,625)  (2,625)  (5,250)  (5,250)
                 
Net (loss) $(6,324) $(12,352) $(13,988) $(15,377)
                 
Basic and Diluted income (loss) per share                
Basic and diluted income per share  (0.00)  (0.00  $(0.00) $(0.00)
                 
Weighted average number of shares outstanding basic and diluted  34,276,816   34,276,816   34,276,816   34,276,816 

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


 3
2

PUBLIC COMPANY MANAGEMENT CORPORATION

CONSOLIDATED CORP.

STATEMENTS OF CASH FLOWSCHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2023 AND 2022

FOR THE THREE MONTHS ENDED MARCH 31, 2023

                             
  Preferred Stock  Common Stock  

Additional

Paid-In

  Accumulated  

Total

Stockholders’

 
  Shares  Amount  Shares  Amount  Capital  Deficit  (Deficit) 
                      
Balance at December 31, 2022  -  $-   34,276,816  $34,277  $5,019,739  $(5,522,699) $(468,683)
                             
Net loss  -   -   -   -   -   (6,324)  (6,324)
Balances at March 31, 2023  -  $-   34,276,816  $34,277  $5,019,739  $(5,529,023) $(475,007)

FOR THE THREE MONTHS ENDED MARCH 31, 2022

  Preferred Stock  Common Stock  

Additional

Paid-In

  Accumulated  

Total

Stockholders’

 
  Shares  Amount  Shares  Amount  Capital  Deficit  (Deficit) 
                      
Balances at December 31, 2021  -  $-   34,276,816  $34,277  $5,019,739  $(5,481,347) $(427,331)
                             
Net loss  -   -   -   -   -   (12,352)  (12,352)
Balances at March 31, 2022  -  $-   34,276,816  $34,277  $5,019,739  $(5,493,699) $(439,683)

FOR THE SIX MONTHS ENDED MARCH 31, 2023

  Preferred Stock  Common Stock  

Additional

Paid-In

  Accumulated  

Total

Stockholders’

 
  Shares  Amount  Shares  Amount  Capital  Deficit  (Deficit) 
                      
Balance at September 30, 2022  -  $-   34,276,816  $34,277  $5,019,739  $(5,515,035) $(461,019)
                             
Net loss  -   -   -   -   -   (13,988)  (13,988)
Balances at March 31, 2023  -  $-   34,276,816  $34,277  $5,019,739  $(5,529,023) $(475,007)

 4
For The Six Months Ended March

FOR THE SIX MONTHS ENDED MARCH 31, 2009 and 2008

(Unaudited)

  2009  2008 
       
Cash Flows From Operating Activities      
Net income (loss) $(533,793) $(548,305)
Adjustments to reconcile net income (loss) to net cash used in operating activities:        
Depreciation and amortization  8,575   9,077 
Bad debt expense  20,019   139,710 
Impairment of non-marketable securities  -   443,000 
Stock issued for services  -   9,880 
Changes in:        
Marketable and non-marketable securities  316,321   203,684 
Accounts and stock receivable  (2,064)  (133,417)
Other assets  4,900   - 
Accounts payable and accrued expenses  (32,777)  (14,077)
Accounts payable and accrued expenses to related parties  50,071   142,021 
Deferred revenue  (59,625)  (377,917)
         
Net Cash Used in Operating Activities  (228,373)  (126,344)
         
Cash Flows Used in Investing Activities        
Purchase of fixed assets  -   (754)
         
Cash Flows From Financing Activities        
Collection of subscription receivable  230,000   - 
Net proceeds from bank line of credit  1,187   1,072 
Payments on installment notes payable  (6,320)  (14,534)
Repayment of advances from related party  (209,460)  - 
Advances from related party  201,343   144,493 
         
Net Cash Provided by Financing Activities  216,750   131,032 
         
Net decrease in cash  (11,623)  3,934 
         
Cash at beginning of period  20,284   18,166 
         
Cash at end of period $8,661  $22,100 
         
Cash paid during the period for:        
Interest $1,367  $7,688 
Income taxes  -   - 
         
Non-cash investing and financing activities:        
Change in market value of securities held as deferred revenue $256,875  $- 

2022

  Preferred Stock  Common Stock  

Additional

Paid-In

  Accumulated  

Total

Stockholders’

 
  Shares  Amount  Shares  Amount  Capital  Deficit  (Deficit) 
                      
Balances at September 30, 2021  -  $-   34,276,816  $34,277  $5,019,739  $(5,478,322) $(424,306)
                             
Net loss  -   -   -   -   -   (15,377)  (15,377)
Balances at March 31, 2022  -  $-   34,276,816  $34,277  $5,019,739  $(5,493,699) $(439,683)

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


 5
3

PUBLIC COMPANY MANAGEMENT CORPORATIONCORP.

STATEMENTS OF CASH FLOWS

         
  For the Six Months Ended 
  March 31 
  2023  2022 
Cash flows from operating activities      
Net (loss) $(13,988) $(15,377)
Adjustments to reconcile net loss to net cash used in operating activities:        
Changes in operating assets and liabilities        
Accounts payable  (6,723)  4,200 
Accrued expenses  13,068   5,927 
Accrued interest payable – related party  5,250   5,250 
Net cash (used in) operating activities  (2,393)   - 
         
Cash flows from investing activities  -   - 
         
Cash flows from financing activities  -   - 
         
Net increase (decrease) in cash  (2,393)  - 
         
Cash, beginning of period  4,448   6,688 
         
Cash, end of period $2,055  $6,688 
         
         
SUPPLEMENTAL DISCLOSURE:        
Interest paid $-  $- 
Income taxes paid  -   - 
         

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

 6

PUBLIC COMPANY MANAGEMENT CORP.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - BASIS– NATURE OF PRESENTATION


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 accompanying unaudited interim financial statementsCompany 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 Corporation (“PCMC”) have been preparedServices, Inc in accordance with accounting principles generally accepted inexchange for the United Statesnew issuance of America andan aggregate of 15,326,650 of MyOffiz's common stock. Subsequent to the rulesExchange Agreement, MyOffiz obtained 100% of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto filed with the SEC on Form 10-KSB, as amended.  In the opinion of management, all adjustments necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.  Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements forpartially owned subsidiaries, changed its fiscal year 2008 as reported in the Form 10-KSB, as amended, have been omitted.

NOTE 2 - GOING CONCERN

During the six months ended March 31, 2009, PCMC has been unableend from June 30 to generate cash flows sufficientSeptember 30, and changed its name to support its operations and has been dependent on advances from its President and CEO. In addition to negative cash flow from operations, PCMC has experienced recurring net losses, and has a negative working capital and stockholders' deficit.

These factors raise substantial doubt about PCMC's ability to continue as a going concern. Public Company Management Corporation.

The consolidated financial statements do not include any adjustments that might be necessary if PCMC is unable to continue as a going concern.

NOTE 3 - - COMMON STOCK

At March 31, 2009, PCMC had accrued a total of 573,776 shares valued at $82,265 for services to be paid in stock in the future, of which 568,776 shares valued at $81,715 were accrued to current and former executive officers of PCMC.

NOTE 4 – RELATED PARTY

During the six months ended March 31, 2009, PCMC received $201,343 in advances from its President and CEO and repaid $209,460.
NOTE 5 - FAIR VALUE MEASUREMENTS

PCMC's current and non-current marketable securities are measured at fair value using level 1 inputs as defined by FAS 157; that is, using quoted prices in active markets for identical assets or liabilities. The fair value of these securities based on level 1 inputsCompany was$673,276 as of
March 31, 2009.
4

Item 2.  Management's Discussion and Analysis.

The following discussion may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which can be identified by the use of forward-looking terminology such as, “may,” “believe,” “expect,” “intend,” “anticipate”, “estimate,” or “continue” or the negative thereof or other variations thereon or comparable terminology.  Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct.  Our operations involve a number of risks and uncertainties, including those described under the heading “Risk Factors” in our Annual Report on Form 10-KSB, as amended, and other documents filed with the United States Securities and Exchange Commission (the “SEC” or the “Commission”).  Therefore, these types of statements may prove to be incorrect.

Overview

We are a management consulting firm that educateseducated and assistsassisted small businesses to improve their management, corporate governance, regulatory compliance, and other business processes, with a focus on capital market participation. We provide solutionsThe 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.
companies.

We help companies to understand and prepare to meet the obligations incumbent upon public reporting companies, to access the public capital markets

The Company generated revenues primarily through the companies’ self underwriting or direct public offerings of their securities.  We also guide and assist them in maintaining their periodic reporting compliance process.  We offer our services under the trademarks Pubco WhitePapers™, GoPublicToday™ and Public Company Management Services™ (“PCMS”).  We focus on the small business market which we believe is underserved by larger managementfrom consulting services firms.  As a fully reporting, small business issuer with our common stock quoted and traded on the over-the-counter Bulletin Board (or OTCBB) under the symbol “PCMC”, we strivethat it provided to lead by example.


Our clients consist primarily of growing small-to-middle market private companies that:

·Have a business plan showing a potential for profitable operation and above normal growth within three to five years;
·Operate in either established markets, high growth potential niche markets and/or market segments that are differentiated, driven by pricing power or mass scale standardized product/service delivery; and
·Have an experienced management team that owns a significant portion of their current equity.

We require potential clients to show that they have at least $1 million in current annual revenue and high double digit sales growth before we will enter an engagement with them.  Also, we encourage clients to change their state of incorporation to Nevada if they are organized in another state or a foreign country.

How We Generate Revenue

Historically, we have derived revenue from the following activities:

5

Educational White Papers, Open Lines and Consultations.  We have a database of over 140 educational white papers that serve growth-stage business owners and financial executives.  We sell these white papers over the internet at retail prices ranging from $9.95 to $194.95 per paper.  We also conduct open lines communication and consultations with potential clients regarding their prospects of becoming public companies.  Although this source of revenue accounted for less than one percent of our total revenue during fiscal 2008, these sales, open lines and consultations attract clients seeking to become fully reporting, publicly traded companies with which we may enter into engagements to provide our management consulting and regulatory compliance services.

Management Consulting Services.  We offer management consulting services under the PCMC Roadmap™ and the Always-On Management™ program to small businesscompany clients seeking to become fully reporting, publicly traded companies. Rather than charging these clients cash at a fair market rate of $425 per hour, we offer them contracts with a fee structure consisting of a mix of stock and cash. Under this structure, we receive 1.25 million shares of common stock of the client plus $85,000 for management consultingThe Company also generated revenue from regulatory compliance services and, as discussed below, $48,000 for compliance services.

We generally recognize revenue related to our management consulting engagements at the completion of each of the following four milestones:

(i)initial analysis of client’s business and operations and private round(s) of initial financing from up to thirteen investors (20%);
(ii)clients’ preparation of a second round of financing in the form of a state registered public offering, a private placement memorandum or registration statement for filing with the SEC (20%);
(iii)effectiveness of clients’ registration statement with the SEC (25%); and
(iv)clients’ qualification for quotation on the OTCBB or listing on a securities market or exchange (35%).

Some of our clients have a need for immediate, seed-type capital from one to three potential investors prior to conducting the private offering of initial financing from up to ten accredited or sophisticated investors for which we normally recognize 20%.  We believe that the client’s abilityCompany was providing to conduct this type of offering ispublic company clients that are required to file periodic and other reports with the Securities and Exchange Commission (“SEC”). The Company would be paid a measurable milestone related to the management consulting services that we provide under our engagements.  We estimated that the value of the services we provide for this purpose is approximately 10% of the total engagement.  Accordingly, we bifurcate the first milestone in the event we provide management consulting services to a client to raise seed-type capital, otherwise we continue to recognize 20% for services we provide for the first milestone.

We also offer a broad range of value-added management consulting services on an hourly basis.  Our current rateflat fee for these services, is $425 per hour.  These services are designedwhich 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 improve corporate structures, business practicescrash in September 2008. At that time, and procedures, record keeping, accountingprior, the Company faced competition from a large number of consulting firms, investment banks, venture capitalists, merchant banks, financial advisors, and corporate governance in order for small private companies to advance and sustain themselves in the capital markets. We receive payment for these services in the form of cash; however, for those clients receiving services under our PCMC Roadmap, discussed above, we may also receive payment in the form of additional client stock for time delays caused by the client or additionalother similar management consulting services outside of the scope of the engagement that the client may ask us to perform.


Compliance Services.  We offerand regulatory compliance services firms. Due to public companies.  These services also(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 corporate governance matters under the Sarbanes-Oxley Actfinancial information of 2002. Our rate forPCMC Holdings Inc. (“PCMC”, the “Company”) have been prepared in accordance with the instructions to financial reporting as prescribed by the Securities and Exchange Commission (the “SEC”). The preparation of these services is $425 per hour; however as partfinancial statements and accompanying notes in conformity with U.S. generally accepted accounting principles (“GAAP”). In the opinion of our management, consulting services contracts with clients seeking to become a fully reporting, publicly traded company, we offer these services for $48,000 for the first twelve months after a client becomes a public company.


During the period covered byfinancial statements contained in this report we did not generate revenue from management consulting or regulatory compliance services due to the US Recession (discussed below under the heading “Known, Trends Eventsinclude all known accruals and Uncertainties”, “US Recession”).

6

Known Trends, Events and Uncertainties

US Recession

In December 2008,adjustments necessary for a panel of economistsfair presentation of the National Bureau of Economic Research which is responsible for determining the dates of business cycles confirmed that a US recession began in December 2007: the economy began shrinking in a downturn that was exacerbated by the financial crisis that took hold of the capital markets beginning in September 2008.  The US Department of Commerce, Bureau of Economic Analysis reported that advance estimates show that the US economy contracted at a 6.1% rate in the first quarter of 2009.  Economic activity is likely to remain weak for a time: possibly well into 2009 with a moderate recovery in 2010, according to statements and forecasts from the US Federal Reserve.  As a result of the Great Recession, the demand for our management consulting or regulatory compliance services significantly decreased.  We did not generate any revenue from these services during the period covered by this report, which is having a materially adverse effect on our financial condition,position, results of operations, and cash flows. Asflows for the US economy recovers, we expectperiods reported herein.

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Adoption of New Accounting Standard

PCMC adopted Accounting Standard Update 2014-09, Revenue from Contracts with Customers, at the demandstart 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 services to increase.

While our financial performance during the period covered by this report was adversely affected by the economy-driven drop in demandfirst quarter of fiscal 2023, and freezing credit markets, we launched operational and financial measures that we hope will improve our financial condition, results of operations and cash flows. For example, Stephen Brock, our sole executive officer, reduced his compensation from $180,000 to $1 per year, which saved us approximately $90,000 during the six months ended March 31, 2009. We converted needed chief legal officer and chief financial officer services from an annual salary to an engagement-by-engagement basis.earlier adoption is permitted. We are also exploring options such as issuances of debt or equity securities to fund new marketing efforts and to strengthen our liquidity.

Our clients conduct one or more self-underwritten private offerings, a state registered offering or a direct public offering to fund their operations and develop a suitable market base so that they may obtain a trading symbol.  After they become fully reporting, publicly traded companies, they generally require additional capital to further fund and expand their operations.  During at leastcurrently evaluating the last fifteen months, severalimpact of our clients have experienced difficulty completing their offerings as private companies or obtaining additional capital as publicly traded companies.  We believe that the Great Recession is a significant factor in their inability to complete offerings.  Until our private company clients successfully complete their offerings, they cannot move forward in the processpending adoption of becoming fully reporting, publicly traded companies which is having a material adverse effectASU 2016-13 on our financial condition, resultsstatements.

Use of operationsEstimates

The preparation of financial statements in conformity with GAAP requires the use of estimates and cash flows.  If our public company clients cannot obtain additional capital, then they may terminate their status as public companies or take other steps to become private companies, which would inhibit our ability to sell shares that we holdassumptions by management in those clientsdetermining the reported amounts of assets and have a material adverse effect on our financial condition, resultsliabilities, disclosures of operations and cash flows.


Client Progress Reports or Requests for Payment

We have developed a list of tasks that reflect the activities that we typically perform during an engagement for each milestone on which we generate revenue from management consulting services. ��We have determined that it takes approximately 1,600 hours to complete a management consulting services engagement.  We provide performing clients with progress reports that show their current status in the process of becoming fully reporting, publicly traded companies and the value of our services as ofcontingent liabilities at the date of the report.financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are primarily used in our revenue recognition, long-lived asset impairments and adjustments, deferred tax, stock-based compensation, and reserves for legal matters. 

Cash and Cash Equivalents

PCMC considers all highly liquid investments purchased with an original maturity of three months or less to be cash and cash equivalents.

Stock-Based Compensation

The Company accounts for stock-based compensation to employees in accordance with ASC 718 requiring employee equity awards to be accounted for under the fair value method. Accordingly, share-based compensation is measured at grant date, based on the fair value of the award and is recognized as expense over the requisite employee service period. The Company accounts for stock-based compensation to other than employees in accordance with ASU 2019-07 Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments and is recognized as expense over the service period. The Company estimates the fair value of share-based payments using the Black-Scholes option-pricing model for common stock options and the closing price of the company’s common stock for common share issuances.

Revenue Recognition

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

1.Identify the contract with the customer
Contract with our customers may be oral, written, or implied. A written and signed invoice stating the terms and conditions is the Company’ preferred method. The terms of a written contract may be contained within the body of an invoice or in an email. No work is commenced without an understanding between the Company and our client that a valid contract exists.

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We reviewed

2.Identify the performance obligations in the contract
Our sales and account management teams define the scope of services to be offered, to ensure all parties are in agreement and obligations are being delivered to the customer as promised. The performance obligation may not be fully identified in a mutually signed contract, but may be outlined in email correspondence, face-to-face meetings, additional proposals or scopes of work, or phone conversations.

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

4.Allocate the transaction price to the performance obligations in the contract
If a contract involves multiple obligations, the transaction pricing is allocated accordingly, during the performance obligation phase.

5.Recognize revenue when (or as) we satisfy a performance obligation

The Company uses digital marketing that includes digital advertising, SEO management and digital ad support. We provide whether presenting a vibrant but simple message about our clients that will enlighten their audience or deploying an influential digital marketing campaign on our online site or across one or multiple social media platforms. Revenue is recognized when ads are run on Company’s advertising platform.

The company generates analytical reports monthly or as required to show how the ad dollars were spent and how the targeting resulted in click-through. The report satisfies the performance obligation, regardless of the outcome or effectiveness of the campaign.

Sales are recognized when promised services are started in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Sales for service contracts generally are recognized as the services are being provided.

Accounts Receivable and Allowance for Doubtful Accounts

The Company establishes an allowance for bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of our engagements with slow performingcustomers. The Company does not generally require collateral for our accounts receivable. There were no accounts receivable and inactive clients.  The reviewallowance for doubtful accounts as of March 31, 2023 and September 30, 2022. 

General and Administrative Expenses

PCMC’s general and administrative expenses consisted of identifying the last milestone reachedfollowing types of expenses during 2023 and 2022: 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 each client, reviewing our files for each client,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 reviewing each client’s intranet and email communicationsrecognized. An impairment loss is measured as the difference between usthe net book value and the client as well as various consultants that provided services to the client. During the review, we documented the work, both within and outsidefair value of the scope of each engagement, in terms of estimated hours thatlong-lived asset. Fair value is determined based on either expected future cash flows at a rate we performed forbelieve incorporates the client. In performing our reviews, we discovered that we had provided management consulting services with an estimatedtime value of several hundredsmoney. No indications of thousands of dollars on the client engagements.  During fiscal 2008, we receivedimpairments were identified in 2023 or 2022.

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Basic and Diluted Net (Loss) per Share

Schedule of basic and diluted net (loss) per share        
  March 31,       March 31, 
  2022  2022 
Numerator:      
Net (Loss) attributable to common shareholders of PCMC $(13,988) $(15,377)
Net (Loss) attributable to PCMC $(13,988) $(15,377)
         
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 limited amount of cashnet loss, it is prohibited from these engagements and hold (or are owed)including potential common shares of their common stock.  These shares have become (or would be) worthless to us since our business model is driven by clients that have made it through the process of becoming fully reporting, publicly traded companies.  We used the documentation to provide our slow-performing and inactive clients with requests for payment for our services on an hourly basis.


Providing progress reports and requests for payment is an ongoing process.  We hope that the progress reports will keep our performing clients focused on their efforts to become fully reporting, publicly traded companies and that the requests for payment will reengage our slow-performing and inactive clients or serve as a basis for us to collect from, or negotiate a settlement with, them.  However, there can be no assurance that we will achieve any of these results.
2009 Milestones

During the period covered by this report, we accomplished the following corporate milestones:

● Two clients’ Nevada state registered offerings became effective. One client is a national provider of online and home-based career and technical education or CTE, services. The other client is a Las Vegas-based operator of seven full services automotive maintenance and repair shops. Both clients plan to file with the SEC to become fully reporting and with the FINRA to become publicly traded on the OTCBB after they complete their offerings. See “US Recession” above for a discussion of the recession’s effect on the ability to complete securities offerings.
● We added a seasoned securities attorney with sixteen years of experience as Director of Securities Registration and Licensing in the Nevada Secretarycomputation of State’s Securities Divisiondiluted per share amounts. Accordingly, we have utilized basic shares outstanding to serve as our State Securities Consultant. This consultant will work with clients that are filing for Nevada state registered offerings which allow small companies to raise up to $1 million by offering securities to residents of,calculate both basic and qualified guests in the State of Nevada.
● We presented our business model, received feedback and obtained client leads at two investor conferences.

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Revenue Recognition

We have experienced delays in recognizing revenue from our contracts for management consulting services.  Whether or not we meet the milestones for recognizing such revenue is dependent on the time it takes for our clients to make it through the process of becoming fully reporting, publicly traded companies.  Our clients face obstacles in undertaking this process.  The primary obstacles other than the US Recession (discussed above) which they face relate to their ability to provide suitable financial statement information and non-financial statement information.  In addition, some of our clients have experienced delays in reorganizing or restructuring their organizations to suit that of a public company and others have run out of financial resources due to unexpected events including the delays themselves.

Oftentimes the small, privately held companies that we service do not have personnel with the skills necessary to prepare audited financial statements suitable for filing with the SEC.  Even when these companies have audited financial statements, generally, the financial statements do not comply with SEC regulations and/or the audit was not performed by an accounting firm that is registered with the PCAOB.  The SEC has specific regulations that govern the form and content of and requirements for financial statements required to be filed with the SEC.  The Sarbanes-Oxley Act of 2002 prohibits accounting firms that are not registered with the PCAOB from preparing or issuing audit reports on U.S. public companies and from participating in such audits.  It is imperative that our clients’ financial statements comply with SEC regulations and that they be audited by an accounting firm registered with PCAOB.  In addition to audited financial statements, in certain circumstances, SEC regulations also require our clients to file unaudited interim financial statements that have been reviewed by the clients’ PCAOB registered independent auditor.  As discussed above, our clients have faced obstacles in preparing their financial statements.

We use audit coordinators in our business model to assist our clients in preparing their financial statements in compliance with SEC regulations.  In many cases, we mandate that our clients engage an audit coordinator as a condition to entering an engagement.  Initially, an audit coordinator will interview a client’s personnel and review their accounting systems and methodology and financial records to determine their proficiency and level of adherence to accounting standards.  If a client does not have suitable personnel, the audit coordinator will recommend early in the process that the client hire someone internally who can fulfill the client’s accounting function.  Audit coordinators also serve as a liaison between the client and their independent auditor during the audit or financial statement review process.  Audit coordinators teach our clients how to accumulate and communicate financial information within their organizations’ and record, process, summarize and report their financial information within the time periods specified by the SEC.

Technology

We are leading by example and pioneering the use of technology to manage our decentralized, virtual operational infrastructure under a program that we call Always-On Management™.  The program addresses the challenges of using technology to manage a geographically disbursed team.  While many of these technologies have been available for several years, the management practices around their use are typically not mature in small businesses outside of the technology industry. We believe that our use of these technologies allows us to better serve our clients and improve operational efficiency and profitability.  We hope that our efforts will create publicity for us and provide additional management consulting services opportunities for us.

We aim to implement a web-based system for project planning.  As discussed above under the heading “Client Progress Reports or Requests for Payment”, we are placing more importance on keeping track of time allocation on client engagements in order to fully realize revenue for additional services provided to clients beyond the scope of our basic engagement.  We expect that a web-based system will support our ongoing process of improving operational efficiency and profitability.  The web-based interface will allow us and the professional service providers who serve our clients to track our time on client engagements.  We also aim to integrate the system with our accounting system which we expect will accelerate our accounts receivable process for additional services which we can bill by the hour.

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Results of Operations for the Six Months Ended March 31, 2009 Compared to the Six Months Ended March 31, 2008

Our revenue was $67,536diluted loss per share for the six months ended March 31, 2009,2023 and 2022. The number of potential anti-dilutive shares excluded from the calculation shares for the period ended March 31, 2023 is zero 0.

Income Taxes

Uncertain tax position

The Company also follows the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as comparedof March 31, 2023 and September 30, 2022.

Fair Value of Financial Instruments

The ASC guidance for fair value measurements and disclosure establishes a fair value hierarchy that prioritizes the inputs to $610,822valuation 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.

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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, 2023 and September 30, 2022 were $418,279 and $413,029, respectively and related party accrued liabilities as of March 31, 2023 and September 30, 2022 of $45,232 and $32,164, respectively (see Note 4. Related Party Transactions).

Research and Development

The Company spent no money for research and development cost for the six months ended March 31, 2008.  During fiscal 2008, we generated sixty-two percent (62%)2023 and thirty-eight percent (38%) of our revenue from management consulting services and regulatory compliance services, respectively.  2022.

Advertising Cost

The US Recession (discussed above under the heading “Known, Trends Events and Uncertainties”, “The US Recession”) significantly decreased the demandCompany spent no money for all of these services.  The decrease in revenue was due to the decrease in demand for our services.


General and administrative expense decreased $301,870 or 47%, to $339,204advertisement for the six months ended March 31, 2009, as compared to general2023 and administrative expense of $641,074 for the six months ended March 31, 2008.  Stephen Brock, our sole executive officer, reduced his compensation to $1 per year.  2022.

Depreciation

The decrease in general and administrative expense was primarily due to a decrease in executive compensation.


Bad debt expense was $20,019 for the six months ended March 31, 2009, as compared to bad debt expense of $139,710 for the six months ended March 31, 2008.  Bad debtCompany had no depreciation expense for the six months ended March 31, 2009 was due to outstanding invoices over ninety days old, whereas bad debt expense for2023 and 2022, respectively.

NOTE 2 – GOING CONCERN

As shown in the six months ended March 31, 2009 was primarily due to amounts written off for nonpayment related to the compliance services portionaccompanying financial statements, PCMC has an accumulated deficit of two large client contracts.


Depreciation$5,529,023 since its inception and amortization expense was $8,575 for the six months ended March 31, 2009, as compared to depreciationhad a working capital deficit of $475,007 and amortization expense of $9,077 for the six months ended March 31, 2008.

Total operating expenses decreased $422,063, or 53%, to $367,798 for the six months ended March 31, 2009, as compared to total operating expenses of $789,861 for the six months ended March 31, 2008.  The decrease in total operating expenses was primarily due to the decrease in general and administrative expense discussed above.

We had net lossnegative cash flows from operations of $300,262 for the six months ended March 31, 2009, as compared to net loss fromand limited business operations of $179,041 for the six months ended March 31, 2008.  The increase in net loss from operations was due to the decrease in revenue, discussed above.

We did not have impairment of non-marketable securities for the six months ended March 31, 2009. We had impairment of non-marketable securities of $443,000 for the six months ended March 31, 2008. During the six months ended March 31, 2008, the common stock of one of our clients became publicly traded with low volume and, as of March 31, 2008, a market price per share that was lower than the price per share that we recorded for our shares in March 2005. In addition, there were no identifiable facts or circumstances to suggest that we would recognize more than the prevailing market price per share upon sell of our shares.  Although we did not have impairment of non-marketable securities for the six months ended March 31, 2009, a significant portion of our assets consists of stock issued by small, unproven issuers which could be subject to future impairment.

Interest expense was $2,473 for the six months ended March 31, 2009, as compared to interest expense of $7,688 for the six months ended March 31, 2008.  The decrease in interest expense was due to a decrease in the amount of our debt.

We did not have interest income for the six months ended March 31, 2009.  We had interest income of $2,224 for the six months ended March 31, 2008. The decrease in interest income was due to a decrease in our cash balances.

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We had realized gain on sale of marketable securities of $5,793 for the six months ended March 31, 2009, as compared to realized gain on sale of marketable securities of $6,105 for the six months ended March 31, 2008. We have realized gain on sale of securities when the amount we receive from the sale is more than the book value of the securities sold.  The decrease in realized gain on the sale of securities was due to a decrease in the differences between the amount we received from the sale and the book value of the securities sold.

We had unrealized loss on marketable securities of $236,851 for the six months ended March 31, 2009, as compared to unrealized gain on marketable securities of $73,093 for six months ended March 31, 2008. We have unrealized gain/(loss) on marketable securities when the market value on the balance sheet date is greater than/(less than) the book value of the securities that we hold as of such date. The change from unrealized gain to unrealized loss on marketable securities was due to decreases in the market value of marketable securities that we held as of the balance sheet date.

We had net loss of $533,793 (and net loss per share of $0.02) for the six months ended March 31, 2009, as compared to net loss of $548,305 (and net loss per share of $0.02) for the six months ended March 31, 2008. The decrease in net loss was primarily due to the decrease in general and administrative expense which was offset by the decrease in revenue as discussed above.

We had an accumulated deficit of $5,307,010 as of March 31, 2009.

Liquidity and Capital Resources

We had total current assets of $403,478 as of March 31, 2009, which consisted of cash of $8,661, marketable securities of $385,717 and other assets of $9,100.

We had total current liabilities of $1,634,937 as of March 31, 2009, which consisted of accounts payable and accrued expenses to related parties of $790,914, deferred revenues of $509,050, accounts payable and accrued expenses of $266,197, bank line of credit of $40,980, advances from related party of $25,012 that we received from Stephen Brock, our sole executive officer and director and majority shareholder and current portion of installment notes payable of $2,784.  Accounts payable and accrued expenses to related parties includes accrued cash compensation of $540,000 to Mr. Brock and cash and stock compensation of $169,199 and $81,715, respectively, to former executive officers.

We had negative working capital of $1,231,459 as of March 31, 2009.  The ratio of current assets to current liabilities was 25% as of March 31, 2009.

The underlying driver which impacts our working capital is having clients that have made it through the process of becoming fully reporting, publicly traded companies and developed markets for their securities.  Rather than charging clients cash payments at $425 per hour, we offer them contracts with a fee structure consisting primarily of the client’s stock and 19% to 22% cash.

Having clients that have made it through the process of becoming publicly traded also drives our ability to generate cash flows from operations.  Until a client becomes a publicly traded company, there is no market for the shares of our clients’ common stock which we receive in lieu of cash payments for our services.  There is no assurance that a market will develop for these securities and, even if markets do develop, those markets will most likely be illiquid and highly volatile.

The majority of our potential value is in the common stock we own of our clients.2023. These shares are divided on our balance sheet into marketable securities (a current asset) and non-marketable securities.  Until such time as our clients’ common stock becomes publicly traded and there is evidence of a market in those securities to sustain sales of the shares that we hold, we classify non-marketable securities as a long-term asset; however, we classify deferred revenue associated with our contracts as a current liability. As a result, the common stock of any particular client will have a negative effect on our working capital until such time as the client becomes a fully reporting, publicly traded company and there is evidence that we could sell our shares in the market. Classifying non marketable securities as a long-term asset and deferred revenue as a current liability creates less working capital and a lower ratio of current assets to current liabilities than what they otherwise would be if deferred revenue was classified as a long-term liability.  As our current clients reach milestones, we would recognize revenue and offset deferred revenues, which balance was $509,050 as of March 31, 2009.  As our clients become fully reporting, publicly traded companies and there is a market in which we could sell our shares, non-marketable securities, which balance was $287,559 as of March 31, 2009, would become marketable securities.  Both of these results would have a significant positive impact on our working capital; however, new client contracts would create additional non-marketable securities and deferred revenues which would offset such positive effect.

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During the six months ended March 31, 2009, we had a net decrease in cash of $11,623; consisting of net cash used in operating activities of $228,373 which was offset by net cash provided by financing activities of $216,750.

Net cash used in operating activities was $228,373 for the six months ended March 31, 2009, consisting of net loss of $533,793, decreases in deferred revenue of $59,625 and accounts payable and accrued expenses of $32,777 and an increase in accounts and stock receivable of $2,064 which were offset by adjustments for depreciation and amortization of $8,575 and bad debt expense of $20,019, decreases in marketable and non-marketable securities of $316,321 and other assets of $4,900 and an increase in accounts payable and accrued expenses to related parties of $50,071.

We did not have net cash from investing activities for the six months ended March 31, 2009.

Net cash provided by financing activities was $216,750 for the six months ended March 31, 2009, consisting of collection of subscription receivable of $230,000, advances from related party of $201,343 and net proceeds from bank line of credit of $1,187 which were offset by repayment of advances from related party of $209,460 and payments on installment notes payable of $6,320.  Advances, and repayment of advances, from related party represents amount received from, and paid to, Stephen Brock, our sole executive officer and director and majority shareholder. As of March 31, 2009, we had advances from Mr. Brock of $25,012.

We need an additional $60,000 and $240,000 for the next three months and twelve months, respectively.  We plan to satisfy our capital requirements from sales of marketable securities, new clients, client milestone cash payments; however, the US Recession is limiting our ability to sell securities and sign new clients and our clients’ ability to achieve milestones.  See the discussion under the heading “Known, Trends Events and Uncertainties”, “The US Recession”.  Historically, Stephen Brock has provided personal capital funding to us to support our operations when other outside funding sources or sales of marketable securities did not provide sufficient funds; however, Mr. Brock is unable to continue to support us.  During the period covered by this report, we had net repayments on advances from Mr. Brock of $8,117 (after taking into account our current period repayments to him of $209,460).  We will continue our efforts to collect cash payments owed to us from clients who we believe have breached our agreements; however there can be no assurance that we will collect from them.  We do not have any firm commitments or other identified sources of additional capital from third parties or from our officers including Mr. Brock or from shareholders.  If we are unable to satisfy our capital requirements, it could cause us to further curtail our business operations or cease to exist.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with accounting principals generally accepted in the United States.  The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of any contingent assets and liabilities.  On an on-going basis, we evaluate our estimates.  We base our estimates on various assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.

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We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements:

Revenue Recognition.  Revenue is recognized when the earning process is complete and the risks and rewards of ownership have transferred to the customer, which is generally considered to have occurred upon performance of the services provided.  Providing management consulting services may take several months.  We generally recognize revenue related to our management consulting engagements at the completion of four milestones in the public reporting process.  See the discussion above under the heading “How We generate Revenue”, “Management Consulting Services”.

Revenues are not recognized for the value of securities received as payment for services when there is no public trading market and there have been no recent private sales of the security.

If we find that the relative amount of man hours and other expenditures required by us has materially changed for one or more of the milestones and that this change is of such a nature that it would likely also be incurred by our competitors in the marketplace or would change the relative value received by the clients for that milestone, it could warrant changing the percentages prospectively.  As of the period covered by this report, we had deferred revenues of $509,050, which were subject to changes in the percentage revenue earned for the remaining milestones.

Valuation of marketable securities.  Marketable securities are classified as trading securities, which are carried at their fair value based upon quoted market prices of those securities at each period-end.  Accordingly, net realized and unrealized gains and losses on trading securities are included in net income. The marketable securities that we hold are traded on the OTCBB.  The market price for these securities is subject to wide fluctuations from period to period which may cause fluctuations in our net income.

Valuation of non-marketable securities.  Non-marketable securities are not publicly traded and therefore do not have a readily determinable fair value.  Non-marketable securities are reflected on our balance sheet at historical cost.  Historically, we have valued the shares that we received for future services at the price per share of contemporaneous sales of common stock by our clients to unrelated third parties which occurred at our first revenue recognition milestone, classified the shares as non-marketable securities, credited deferred revenue in an equal amount and recognized revenue related to the shares under our revenue recognition policy, discussed above.  In valuing non-marketable securities, we currently consider whether the clients’ sales of shares at the first milestone is high enough in quantity compared to the number of shares we own at that time for us to use the third-party sales price to value our shares.  When the clients’ third party stock sales at the first milestone are not representative of the fair value of our shares, we will either obtain a third-party valuation of the stock or record the expected net realizable value of shares based on our historical business activity.  When neither of these are available, the stock is recorded at $-0-.  We will not assign any value to the shares until such time as a client has sold a sufficient number of shares to unrelated third parties in a reasonable period of time relative to the number of shares we receive for services or such time as we have a sufficient history of selling shares for cash in the market to use as a basis for valuing new client common stock.  Until such time as a client’s stock sales are high enough, or we obtain third-party valuations or develop a method of valuing new client shares based on our selling history, we initially record only the cash portion of our client engagements, which has a material adverse effect on our financial condition and result of operations until such time as we can sell the stock portion and record gains on the sale.  Due to the uncertainty inherent in valuing securities that are not publicly traded, our determinations of fair value of non-marketable securities may differ significantly from the values that would exist if a ready market for these securities existed; therefore, the value of securities we hold as non-marketable securities could be significantly different than their value as marketable securities.
Going concern. During the six months ended March 31, 2009, we have been unable to generate cash flows sufficient to support our operations and have been dependent on advances from Stephen Brock, our sole executive officer and director. In addition to negative cash flow from operations, we have experienced recurring net losses, and have a negative working capital and stockholders' deficit. These factorsconditions raise substantial doubt about ouras to PCMC’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if we arePCMC is unable to continue as a going concern.

PCMC continues to review its expense structure reviewing costs and their reduction to move towards profitability. Management plans to continue raising funds through debt and equity financing to fund expenditures or other cash requirements. There can be no assurance that additional financing will be available to the Company on acceptable terms or at all. These financial statements do not give effect to adjustments to assets would be necessary for the Company be unable to continue as going concern.

NOTE 3 – NOTES PAYABLE

Schedule of notes payable                  
  Original  Due  Interest  June 30,  Sept 30, 
Name Note Date  Date  Rate  2022  2021 
                
Related Party:                  
Specialty Capital Lenders LLC – Related Party 9/30/2016  10/01/2021   3%  350,000   350,000 

During the six months ending March 31, 2023 and 2022, 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 31, 2023 (the “Maturity Date”). On the Maturity Date, the Company must pay Brock the outstanding principal balance together with all accrued and unpaid interest.

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

As of September 30, 2020, the Company had entered into an Obligation Extension Agreement (“Extension Agreement”) with Specialty Capital Lenders LLC. Pursuant to the terms of the Extension Agreement, the original principal will continue to accrue interest at the rate of three (3%) percent per annum beginning on October 1, 2020. The Extension Agreement shall terminate as of October 1, 2022, at which time all unpaid principal and accrued interest will be due and payable to Specialty Capital Lenders LLC.

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

As of March 31, 2023 and September 30, 2022, the Company owed $350,000 in principal, and owed $68,279 and $63,029 in accrued interest, respectively.

NOTE 4 – COMMITMENTS AND CONTINGENCIES

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

NOTE 5 – RELATED PARTY TRANSACTIONS

On August 3, 2020 Specialty Capital Lenders LLC was assigned a $350,000 promissory note by the former note holder and CEO of the Company. As of September 30, 2022, the balance of the promissory note outstanding was $350,000. The balance of accrued interest payable on the note was $68,279 and $63,029 as of March 31, 2023 and September 30, 2022, respectively.

As of March 31, 2023 and September 30, 2022, the Company owed $45,232 and $32,164 respectively to related parties for funds advanced to the Company for general and administrative expenses.

NOTE 6 – STOCKHOLDERS’ EQUITY

Preferred Stock

The Company has 5,000,000 shares of preferred stock authorized, $0.001 par value. As of March 31, 2023 and September 30, 2022, 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, 2023 and September 30, 2022, the Company had 34,276,816 shares of common stock outstanding.

The Company issued no shares of common stock in the twelve months ended March 31, 2023 and September 30, 2022.

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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, 2023 and September 30, 2022, the Company's accumulated deficit was $5,529,023 and $5,515,035 respectively. Only $72,471 of this deficit will offset income in the future since all prior net operating loss deductions are disallowed upon a change of control or if the Company does not continue in the same line of business for two years following the year of change.

Federal income tax returns have not been examined and reported upon by the Internal Revenue Service; returns of the years since September 30, 2020 are still open.

NOTE 8 – 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.

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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 six months ended March 31, 2023 and 2022 and the audited financial statements for the years ended September 30, 2022 and 2021, 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.

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The Company had not generated any revenues during the period ended March 31, 2023 and September 30, 2022. The Company had total operating expenses of $3,699 during the six months ended March 31, 2023, total operation expenses of $ 9,727 for the six months ended March 31, 2022, and total operating expenses of $ 26,213 in the year ended September 30, 2022. The Company incurred $ 2,625 interest expense for the three months ending Dec 31, 2022 and 2021. During the six months ended March 31, 2023 and year ended September 30, 2022, the Company had a net loss of $ 6,324 and $ 36,713 respectively.

The Company did not generate any revenues during the quarter ended March 31, 2023. The Company had total operating expenses of $ 5,250 for the six months ended March 31, 2023. The Company incurred $ 2,625 interest expense for the six months ended March 31, 2023 and $ 5,250 for the six months ended December 31, 2022.

During the six months ended March 31, 2023 and the three months ended December 31, 2021, the Company had a net loss of $ 6,324 and $ 3,025 respectively.

Liquidity and Capital Resources.

As of March 31, 2023 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 March 31, 2023, the Company had cash of $ 2,055, as of March 31, 2022, the Company had cash of $$,448, and as of September 30, 2022, the Company had $ 4,448 cash.

The Company had a negative cash flow from operations of $ 2,240 during the year ended September 30, 2022 and the Company had a net loss of $13,988 for the six months ended March 31, 2023.

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 March 31, 2023, the Company was obligated to Specialty Capital Lenders LLC for $ 350,000, with accrued interest of $ 68,279, for a total of $ 418,279 evidenced by a note. As of the date hereof, the maturity date of the note was extended to October 31, 2023.

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Off-Balance Sheet Arrangements.

As of September 30, 2022 and 2020, March 31, 2023 and 2022, 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 September 30, 2021 and 2022, March 31, 2023 and 2022, 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

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk


Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), we are not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

Item 4T.  Controls and Procedures.

QUANTITATIVE AND QUALITIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures


OurProcedures.

Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, after evaluatingand 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 “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered byinternal control over financial reporting. Based upon this report (the “Evaluation Date”),assessment, management has concluded that as ofour internal control over financial reporting was effective for the Evaluation Date, ourreported then quarter ended.

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Our disclosure controls and procedures were not effective(as defined in Exchange Act Rule 13a-15(e)) have been designed to provide reasonable assurance that information required to be disclosed by us in theour reports that we filefiled or submitsubmitted under the Securities Exchange Act (i) is accumulated and communicated to our management, including our Chief Executive Officer and Treasurer,of 1934, as appropriate, to allow timely decisions regarding required disclosure, and (ii)amended,, such as this quarterly report on Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the Commission’sSecurities and Exchange Commission's rules and forms becauseforms. 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 identification of a material weakness in our internal control over financial reporting which we view as an integral parteffectiveness of our disclosure controls and procedures. InThe Company cause to perform this evaluation on a quarterly basis so that the conclusions concerning the effectiveness of our Form 10-KSB, as amended, we identified material weakness related to deficienciesdisclosure controls and procedures can be reported in our control environment, staffingquarterly 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 accounting departmentreporting was effective. We are taking additional measures to enhance the ability of our systems of disclosure controls and segregation of duties.


procedures to timely identify and respond to any federal or state substantive changes that are applicable to us.

Changes in Internal Control over Financial Reporting


Controls.

There were no changes in our internal controlcontrols over financial reporting that occurred during the period covered by this report that have materially affected, or areis reasonably likely to materially affect, our internal controlcontrols 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 February 16, 2023, 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. 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 our forward-looking statements are reasonable, 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. Additional uncertainties not currently known to the Company or that it currently deems to be immaterial also may materially adversely affect its business, financial condition and/or its plan of operation.

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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 UON SENIOR SECURITIES

Not Applicable

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable

Item

ITEM 5. Other Information.


Item 5.02 DepartureOTHER INFORMATION.

Although the Company’s plan of Directorsoperation is to acquire an interest in a business opportunity, the Company is not currently engaged in any negotiations to acquire a business opportunity or Certain Officers; Electioneffectuate a business combination. However, the majority shareholder has had preliminary negotiations that, if consummated, may result in a change in control. This change of Directors; Appointmentcontrol may subsequently result in the Company identifying a business opportunity and consummating a business combination. We have been informed that if, pursuant to any arrangement or understanding with the person or persons acquiring securities in a transaction subject to the Securities Exchange Act of Certain Officers; Compensatory Arrangements of Certain Officers.


On March 31, 2009, Trae O'Neil High tendered his resignation1934, as amended, any persons are to be elected or designated as our Chief Legal Officerdirectors, otherwise than at a meeting of security holders, and our Chief Financial Officer, which resignations were accepted by our sole director.  Accordingly, Mr. Highthe persons so elected or designated will no longerconstitute 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 certifications or perform other functions as our principalcertain information about significant acquisitions, including audited financial officer and principal accounting officer.  Stephen Brock, our President and CEO will also provide certifications and perform other functions as our principal financial officer and principal accounting officer.

statements.

Item

ITEM 6. Exhibits.


EXHIBITS.

Exhibit No.NumberDescription
  
31*31.1Certification pursuantPursuant to Section 302 of the Sarbanes-Oxley Act of 20022002.
32* 
31.2Certification pursuantPursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 20022002.

101.INSInline 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.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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*      Filed herein.

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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:    May 23, 2023PUBLIC COMPANY MANAGEMENT CORPORATIONAMERICAN METALS RECOVERY AND RECYCLING, INC.
  
Date: May 12, 2009By:/s/ Stephen BrockQuynh Hoa T. Tran
 
 Name: Stephen BrockQuynh Hoa T. Tran,
 Title:President and Chief Executive Officer and
   Principal Financial Officer

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