U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB/A (Mark One) |X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1996. |_| TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO ___________ Commission file number 0-23524 PHC, INC. (Exact name of small business issuer as specified in its charter) Massachusetts 04-2601571 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 200 Lake Street, Suite 102, Peabody MA 01960 Address of principal executive offices) (Zip Code) 508-536-2777 (Issuer's telephone number) _______________________________________________________________________________ (Former Name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No____ PHC, Inc. became subject to the Exchange Act on March 3, 1994. Applicable only to corporate issuers Number of shares outstanding of each class of common equity, as of January 31, 1997: Class A Common Stock 2,578,052 Class B Common Stock 790,628 Class C Common Stock 199,816 Transitional Small Business Disclosure Format (Check one): Yes______ No X The filing date for the second quarter 10-QSB of Fiscal Year 1997 was February 14, 1997. This date was inadvertently omitted. Item 6 (a) Exhibit and Item 6 (b) Reports on Form 8-K were filed correctly on Form 10-QSB for the second quarter Fiscal Year 1997. On the Edgarized portion following the signature page, Item 6(a) Exhibits was missing Exhibit numbers 10.110 through 10.113. These exhibits were filed with the Edgarized version, only the itemized listing of exhibit numbers was incomplete. On the Edgarized portion following the signature page, Item 6 (b), stated "No Form 8Ks were filed". This wording is incorrect. A form 8-K was filed on November 5, 1996 and December 20, 1996 as correctly stated in the 10-QSB. The corrected list follows: Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits 4.15 Form of Warrant Agreement issued to Alpine Capital Partners, Inc. to purchase 25,000 Class A Common shares dated October 7, 1996. 4.16 Stock Exchange Agreement by and between PHC, Inc. and Psychiatric & Counseling Associates of Roanoke, Inc. 10.103 Secured Bridge Note in the principal amount of $400,000 by and between PHC of Michigan, Inc. and HealthCare Financial Partners, Inc. dated January 13, 1997. 10.104 Guaranty by PHC, Inc. for Secured Bridge Note in principal amount of $400,000 by and between PHC of Michigan, Inc. and HealthCare Financial Partners, Inc. dated January 17, 1997. 10.105 First Amendment to Lease Agreement and Option Agreement by and between NMI Realty, Inc. and PHC of Rhode Island, Inc. dated December 20, 1996. 10.106 Mortgage by and between PHC of Michigan, Inc. and HCFP Funding , Inc. date dated January 13, 1997 in the amount of $2,000,000. 10.107 A Employment Agreement for Dr. Himanshu Patel; Employment Agreement for Dr. Mukesh Patel; and Fringe Benefit Exhibit for both of the Patels' Employment Agreements 10.108 Plan of Merger by and between Pioneer Counseling of Virginia, Inc. and Psychiatric & Counseling Associates of Roanoke, Inc. 10.109 Sales Agreement by and between Dillon & Dillon Associates and Pioneer Counseling of Virginia Inc. for building and land located at 400 East Burwell St., Salem Virginia in the amount of $600,000. 10.110 Loan Loan and Security Agreement by and between PHC of Michigan, Inc. and HCFP Funding, Inc.in the amount of $1,500,000. 10.111 Revolving Credit Agreement by and between HCFP and PHC of Michigan, Inc. in the amount of $1,500,000. 10.112 Unconditional Guaranty of Payment and Performance by and between PHC, Inc. in favor of HCFP. 10.113 Amendment number 1 to Loan and Security Agreement dated May 21, 1996 by and between PHC of Utah, Inc. and HCFP Funding providing collateral for the PHC of Michigan Inc. Loan and Security Agreement (b) Reports on Form 8-K On November 5, 1996, the Company filed a Current Report on Form 8-K regarding the issuance of Convertible Debentures. This was reported under Item 5. On December 20, 1996, the Company filed a Current Report on Form 8-K regarding the Company's inability to provide audited financial statements of the acquired companies previously conducting business as Behavioral Stress Centers, Inc., Clinical Associates and Clinical Diagnostics. This was reported under Item 7. Signatures In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PHC, Inc. Registrant Date: February 25, 1997 /s/ Bruce A. Shear Bruce A. Shear President Chief Executive Officer Date: February 25, 1997 /s/ Paula C. Wurts Paula C. Wurts Controller Assistant Treasurer