ITEM 1. BUSINESS.
General Background of the Company
Public Company Management Corporation (the “Company’)
was incorporated under the name of MyOffiz, Inc. on October 26, 2000, under the laws of the State of Nevada. On November 6, 2004, the
Company changed its name from MyOffiz, Inc. to Public Company Management Corporation.
The Company was a management consulting firm that educated and
assisted small businesses to improve their management, corporate governance, regulatory compliance, and other business processes, with
a focus on capital market participation. The Company did intend to provide solutions to clients at various stages of the business lifecycle
by:
| · | Educational products to improve business processes or explore
entering the capital markets; |
| · | Startup consulting to early-stage companies planning for growth; |
| · | Management consulting to companies seeking to enter the capital
markets via self-underwriting or direct public offering or to move from one capital market to another; and |
| · | Compliance services to fully reporting, publicly traded companies. |
The Company generated revenues primarily from consulting services
that we provided to private company clients seeking to become fully reporting, publicly traded companies. The Company also generated revenue
from regulatory compliance services that the Company was providing to public company clients that are required to file periodic and other
reports with the SEC. The Company would be paid for these services for a flat fee consisting of cash and restricted shares of the Company’s
clients common stock.
The Company provided its services primarily through GoPublicToday.com,
Inc., Pubco WhitePapers, Inc., Public Company Management Services, Inc. and Nevada Management Corporation, Inc., subsidiaries of the Company.
Predicated upon the economic recession of 2008, commencing with
the subprime mortgage crisis and bank crisis, the stock market plummeted, erasing wealth, i.e., foreclosures continued to rise, and this
housing bust caused the stock market to dive and eventually crash in September 2008, ultimately losing more than half its value. At that
time and prior, the Company faced competition from a large number of consulting firms, investment banks, venture capitalists, merchant
banks, financial advisors and other similar management consulting and regulatory compliance services firms. With the lack of companies
to raise funds in the marketplace and the intense competition in every aspect of the Company’s business, and particularly from other
firms which offer management, compliance, and other consulting services to private and public companies, we were unable to operate profitably.
As of October 1, 2012, and thereafter, the Company can be defined
as a "shell" company, whose sole purpose at this time is to locate and consummate a merger or acquisition with a private entity.
The Company currently intends to seek to acquire assets or shares of an entity actively engaged in business which generates revenues in
exchange for its securities. The Company has no particular acquisitions in mind and has not entered into any negotiations regarding such
an acquisition. The Company's officer and director has not engaged in any preliminary contact or discussions with any representative of
any other company regarding the possibility of an acquisition or merger between the Company and such other company as of the date hereof.
The majority shareholder has had preliminary negotiations that may or would result in a change in control. There is no negotiations or
transactions by the Company pending.
From October 1, 2012 until September 30, 2020, the Company had
no or limited business operations. Since October 1, 2020, current management (which includes participation by our majority shareholder)
has determined to direct its efforts and limited resources to pursue potential new business opportunities. The Company's purpose is to
seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to it by persons or firms
who or which desire to seek the perceived advantages of an issuer who has complied with the Exchange Act. The Company will not restrict
its search to any specific business, industry, or geographical location and the Company may participate in a business venture of virtually
any kind or nature and we have not established any particular criteria upon which we consider a business opportunity. This discussion
of the proposed business herein is purposefully general and is not meant to be restrictive of the Company's virtually unlimited discretion
to search for and enter into potential business opportunities. Management anticipates that it may be able to participate in only one potential
business venture because the Company has nominal assets and limited financial resources.
General Overview
Covid-19.
The coronavirus disease (COVID-19) pandemic has adversely affected,
and other events (such as a significant outbreak of variations thereof or other infectious diseases could adversely affect), the economies
and financial markets worldwide, and the business of any potential target business with which we consummate an initial business combination
could be materially and adversely affected. Furthermore, we may be unable to complete an initial business combination if concerns relating
to COVID-19 continue to restrict travel, limit the ability to have meetings with potential investors or the target company’s
personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to
which COVID-19 impacts our search for an initial business combination will depend on future developments, which are highly uncertain
and cannot be predicted, including added information which may emerge concerning the severity of COVID-19 and the actions to contain
COVID-19 or treat its impact, among others.
If the disruptions posed by COVID-19 continue for an extensive
period of time, our ability to consummate an initial business combination, or the operations of a target business with which we ultimately
consummate an initial business combination, may be materially adversely affected. In addition, our ability to consummate a transaction
may be dependent on our ability to raise additional equity and debt financing which may be impacted by COVID-19 and other events,
including as a result of increased market volatility, decreased market liquidity in third-party financing being unavailable on terms
acceptable to us or at all.
Further, the disruptions have negatively affected the stock
market and investor sentiment. The perceived value of the Company and the price of our common stock may be affected as investors favor
and seek less volatile or traditional companies (or assume more risk) during the times of market uncertainty and instability. Further,
it is currently difficult to estimate with any certainty how long the pandemic and the effect on the economy will continue and its effect
on the ability of the Company to locate and consummate a merger or acquisition or business combination with a private entity.
Russia Ukraine Conflict.
The extent to which the Russia Ukraine conflict impacts our
search for an initial business combination will depend on future developments, which are highly uncertain, cannot be predicted and may
include but are not limited to the potential effect of bans, sanction programs, additional licensing requirements, and/or boycotts as
they may have an effect on the merger or acquisition or business combination with a private entity. The degree of uncertainty surrounding
an existing or escalating conflict is uncertain and cannot be predicted, including added information which may emerge concerning the conflict
and its impact. We have no basis to evaluate the possible risks of the Russia Ukraine conflict.
Climate-Related Issues.
The extent to which the Company may be required to make certain
climate-related disclosures in connection with the business of any potential target business is unknown; however, the Company may be required
to provide information about climate-related risks that are reasonably likely to have a material impact on the target business, its results
of operations, or financial condition, and may be required to provide certain climate-related financial statement metrics in a note to
the audited financial statements. We have no basis to evaluate the climate and climate related risks. The degree of uncertainty and impact
cannot be predicted.
Company is a Shell Company with Penny Stock.
At present, the Company is a development stage company with
no revenues, nominal assets and no specific business plan or purpose. The Company’s business plan is to seek new business opportunities
or to engage in a merger or acquisition with an unidentified company. As a result, the Company is a shell company. Rule 405 and 12b-2
of the Exchange Act defines a shell company as an issuer that that has no or nominal operations and either (i) no or nominal assets, (ii)
assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal
other assets.
The Company’s common stock is a “penny stock,”
as defined in Rule 3a51-1 promulgated by the SEC under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction
in penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about
penny stocks and the nature and level of risks in the penny stock market. These disclosure rules have the effect of reducing the level
of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. So long as the common stock of
the Company is subject to the penny stock rules, it may be more difficult to sell the Company’s common stock.
A shell issuer may also be a blank check company or a blind
pool company, a company in the developmental stage, any company that has no specific business plan or purpose, or a company that has as
its business plan to merge with or acquire an unidentified third property. Accordingly, the Company may be required, under current and
proposed new rules and amendments of the SEC, to provide enhanced disclosures for investor protection in the event that we engage in a
merger or acquisition with an unidentified company substantially similar to those required in registration statements for an initial public
offering.
Effect of Amended Rule 15c2-11 on the Company’s
securities.
The SEC released and published a Final Rulemaking on Publication
or Submission of Quotations without Specified Information amending Rule 15c2-11 under the Exchange Act ("Rule 15c2-11,” the
"Amended Rule 15c2-11"). To be eligible for public quotations on an ongoing basis, Amended Rule 15c2-11's modified the "piggyback
exemption" that required that (i) the specified current information about the company is publicly available, and (ii) the security
is subject to a one-sided (i.e., a bid or offer) priced quotation, with no more than four business days in succession without a quotation.
Under Amended Rule 15c2-11, shell companies like the Company (and formerly suspended securities) may only rely on the piggyback exemption
in certain limited circumstances. The Amended Rule 15c2-11 requires, among other requirements, that a broker-dealer has a reasonable basis
for believing that information about the issuer of securities is accurate. The Amended Rule 15c2-11 has effected shell issuers and SPACs.
Our security holders may find it more difficult to deposit common stock with a broker-dealer, and if deposited, it may be more difficult
to trade the securities on the OTC Markets Group, Inc. Pink Open Market Platform (“Pink Sheets”). On March 28, 2023, broker-dealers
may no longer be able to publish proprietary quotes in the shell issuer. The security may, however, be the subject of unsolicited
customer quotations. The Company intends to provide the specified current information under the Exchange Act, but there is no assurance
that a broker-dealer will accept our common stock or if accepted, that the broker-dealer will rely on our disclosure of the specified
current information.
Unavailability of Rule 144 for Resale.
Rule 144(i) “Unavailability to Securities of Issuers With
No or Nominal Operations and No or Nominal Non-Cash Assets” provides that Rule 144 is not available for the resale of securities
initially issued by an issuer that is a shell company. We have identified our company as a shell company and, therefore, the holders of
our securities may not rely on Rule 144 to have the restriction removed from their securities without registration or until the Company
is no longer identified as a shell company and has filed all requisite periodic reports under the Exchange Act for the period of twelve
(12) months.
As a result of our classification as a shell company, our investors
are not allowed to rely on the “safe harbor” provisions of Rule 144, promulgated pursuant to the Securities Act of 1933, as
amended (“Securities Act”), so as not to be considered underwriters in connection with the sale of our securities until one
year from the date that we cease to be a shell company. This will likely make it more difficult for us to attract additional capital through
subsequent unregistered offerings because purchasers of securities in such unregistered offerings will not be able to resell their securities
in reliance on Rule 144, a safe harbor on which holders of restricted securities usually rely to resell securities.
Business Objectives of the Company
From October 1, 2012 until September 30, 2020, the Company had
no or limited business operations. Since October 1, 2020, current management (which includes participation by our majority shareholder)
has determined to direct its efforts and limited resources to pursue potential new business opportunities. The Company's purpose is to
seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to it by persons or firms
who or which desire to seek the perceived advantages of an issuer who has complied with the Exchange Act. The Company will not restrict
its search to any specific business, industry, or geographical location and the Company may participate in a business venture of virtually
any kind or nature and we have not established any particular criteria upon which we consider a business opportunity. This discussion
of the proposed business herein is purposefully general and is not meant to be restrictive of the Company's virtually unlimited discretion
to search for and enter into potential business opportunities. Management anticipates that it may be able to participate in only one potential
business venture because the Company has nominal assets and limited financial resources.
Effecting a business combination
Prospective investors in the Company’s common stock will
not have an opportunity to evaluate the specific merits or risks of any of the one or more business combinations that we may undertake.
A business combination may involve the acquisition of or merger with a company which needs to raise substantial additional capital by
means of being a publicly trading company, while avoiding what it may deem to be adverse consequences of undertaking a public offering
itself. These include time delays, significant expense, voting control issues and compliance with various Federal and State securities
laws.
Management (which may also include the majority shareholder
of the Company) would have substantial flexibility in identifying and selecting a prospective new business opportunity. The Company is
dependent on the judgment of its management in connection with this process. There are many criteria that management may deem relevant.
In connection with an evaluation of a prospective or potential business opportunity, management may be expected to conduct a due diligence
review. A business combination may involve a company which may be financially unstable or in its early stages of development or growth.
The time and costs required to pursue new business opportunities,
which includes negotiating and documenting relevant agreements and preparing requisite documents for filing pursuant to applicable securities
laws, cannot be ascertained with any degree of certainty. Further, management intends to devote such time as we deem necessary to carry
out the Company’s affairs. The exact length of time required for the pursuit of any new potential business opportunities is uncertain.
No assurance can be made that we will be successful in our efforts.
The Company intends to conduct its activities so as to avoid
being classified as an “Investment Company” under the Investment Company Act of 1940, and therefore avoid application of the
costly and restrictive registration and other provisions of the Investment Company Act of 1940 and the regulations promulgated thereunder.
Company is a Shell Company with Penny Stock.
At present, the Company is a development stage company with
no revenues, nominal assets and no specific business plan or purpose. The Company’s business plan is to seek new business opportunities
or to engage in a merger or acquisition with an unidentified company. As a result, the Company is a shell company. Rule 405 and 12b-2
of the Exchange Act defines a shell company as an issuer that that has no or nominal operations and either (i) no or nominal assets, (ii)
assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal
other assets. A shell issuer may also be a blank check company or a blind pool company, a company in the developmental stage, any company
that has no specific business plan or purpose, or a company that has as its business plan to merge with or acquire an unidentified third
property.
The Company’s common stock is a “penny stock,”
as defined in Rule 3a51-1 promulgated by the SEC under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction
in penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about
penny stocks and the nature and level of risks in the penny stock market. These disclosure rules have the effect of reducing the level
of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. So long as the common stock of
the Company is subject to the penny stock rules, it may be more difficult to sell the Company’s common stock.
As a shell issuer, we lack the availability of the use of Rule
144 by security holders and the lack of liquidity in our stock.
Effect of Amended Rule 15c2-11 on the Company’s
securities.
The SEC released and published a Final Rulemaking on Publication
or Submission of Quotations without Specified Information amending Rule 15c2-11 under the Exchange Act ("Rule 15c2-11,” the
"Amended Rule 15c2-11"). To be eligible for public quotations on an ongoing basis, Amended Rule 15c2-11's modified the "piggyback
exemption" that required that (i) the specified current information about the company is publicly available, and (ii) the security
is subject to a one-sided (i.e. a bid or offer) priced quotation, with no more than four business days in succession without a quotation.
Under Amended Rule 15c2-11, shell companies like the Company (and formerly suspended securities) may only rely on the piggyback exemption
in certain limited circumstances. The Amended Rule 15c2-11 will require, among other requirements, that a broker-dealer has a reasonable
basis for believing that information about the issuer of securities is accurate. Our security holders may find it more difficult to deposit
common stock with a broker-dealer, and if deposited, more difficult to trade the securities on the Pink Sheets. The Company intends to
provide the specified current information under the Exchange Act but there is no assurance that a broker-dealer will accept our common
stock or if accepted, that the broker-dealer will rely on our disclosure of the specified current information.
Unavailability of Rule 144 for Resale.
Rule 144(i) “Unavailability to Securities of Issuers With
No or Nominal Operations and No or Nominal Non-Cash Assets” provides that Rule 144 is not available for the resale of securities
initially issued by an issuer that is a shell company. We have identified our company as a shell company and, therefore, the holders of
our securities may not rely on Rule 144 to have the restriction removed from their securities without registration or until the Company
is no longer identified as a shell company and has filed all requisite periodic reports under the Exchange Act for the period of twelve
(12) months.
As a result of our classification as a shell company, our investors
are not allowed to rely on the “safe harbor” provisions of Rule 144, promulgated pursuant to the Securities Act of 1933, as
amended (“Securities Act”), so as not to be considered underwriters in connection with the sale of our securities until one
year from the date that we cease to be a shell company. This will likely make it more difficult for us to attract additional capital through
subsequent unregistered offerings because purchasers of securities in such unregistered offerings will not be able to resell their securities
in reliance on Rule 144, a safe harbor on which holders of restricted securities usually rely to resell securities.
Very Limited Liquidity of our Common Stock.
Our common stock occasionally trades on the Pink Sheets and there is a very limited
active market in our common stock. As a result, there is only limited liquidity in our common stock.
ITEM 1A. RISK FACTORS.
Forward-Looking Statements
This Annual Report on Form 10-K contains forward-looking statements
that are based on current expectations, estimates, forecasts and projections about us, our future performance, the market in which we
operate, our beliefs and our management’s assumptions. In addition, other written or oral statements that constitute forward-looking
statements may be made by us or on our behalf. Words such as “expects,” “anticipates,” “goals,” “intends,”
“plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions
are intended to identify such forward-looking statements. These statements are not guaranties of future performance and involve certain
risks, uncertainties and assumptions that are difficult to predict or assess. Therefore, actual outcomes and results may differ materially
from what is expressed or forecast in such forward-looking statements.
Any investment in our shares of common stock involves a high
degree of risk. You should carefully consider the following information about these risks, together with the other information contained
in this Annual Report before you decide to invest in our common stock. Each of the following risks may materially and adversely affect
our business objective, plan of operation and financial condition. These risks may cause the market price of our common stock to decline,
which may cause you to lose all or a part of the money you invested in our common stock. We provide the following cautionary discussion
of risks, uncertainties, and possible assumptions relevant to our business plan. In addition to other information included in this Annual
Report, the following factors should be considered in evaluating the Company’s business and future prospects.
Risks Related to the Company
The Company has not identified a target business.
The Company’s effort in identifying a prospective target
business will not be limited to a particular industry and the Company may acquire a business in any industry management deems appropriate.
To date, the Company has not selected any target business on which to concentrate our search for a business combination. While the Company
intends to focus on target businesses in the United States, we are not limited to U.S. entities and may consummate a business combination
with a target business outside of the United States. Accordingly, there is no basis for investors in the Company’s common stock
to evaluate the possible merits or risks of the target business or the particular industry in which we may operate.
To the extent we effect a business combination with a financially
unstable company or an entity in its early stage of development or growth, including entities without established records of sales or
earnings, we may be affected by numerous risks inherent in the business and operations of financially unstable and early stage or potential
emerging growth companies. In addition, to the extent that we effect a business combination with an entity in an industry characterized
by an elevated level of risk, we may be affected by the currently unascertainable risks of that industry. An extremely high level of risk
frequently characterizes many industries which experience rapid growth. In addition, although the Company’s management will endeavor
to evaluate the risks inherent in a particular industry or target business, we cannot assure you that we will properly ascertain or assess
all significant risk factors.
Sources of target businesses.
Management anticipates that target business candidates will
be brought to our attention from various unaffiliated sources, including securities broker-dealers, investment bankers, venture capitalists,
bankers, and other members of the financial community, who may present solicited or unsolicited proposals. Our management may also bring
to our attention target business candidates. While we do not presently anticipate engaging the services of professional firms that specialize
in business acquisitions on any formal basis, we may engage these firms in the future, in which event we may pay a finder’s fee
or other compensation in connection with a business combination. In no event, however, will we pay management any finder’s fee or
other compensation for services rendered to us prior to or in connection with the consummation of a business combination.
Selection of a target business and structuring of a business
combination.
Repository Services LLC owns 69.9% of the issued and outstanding
shares of common stock of the Company and will have broad flexibility in identifying and selecting a prospective target business. In evaluating
a prospective target business, our management will consider, among other factors, the following:
| ● | financial condition and results of operation of the target company; |
| ● | experience and skill of management and availability of additional personnel; |
| ● | stage of development of the products, processes, or services; |
| ● | degree of current or potential market acceptance of the products, processes, or services; |
| ● | proprietary features and degree of intellectual property or other protection of the products, processes, or services; |
| ● | regulatory environment of the industry; and |
| ● | costs associated with effecting the business combination. |
These criteria are not intended to be exhaustive. Any evaluation
relating to the merits of a particular business combination will be based, to the extent relevant, on the above factors as well as other
considerations deemed relevant by our management in effecting a business combination consistent with our business objective. In evaluating
a prospective target business, we will conduct a due diligence review which will encompass, among other things, meetings with incumbent
management and inspection of facilities, as well as review of financial and other information which will be made available to us.
We will endeavor to structure a business combination so as to
achieve the most favorable tax treatment to us, the target business and both companies’ stockholders. However, there can be no assurance
that the Internal Revenue Service or applicable state tax authorities will necessarily agree with the tax treatment of any business combination
we consummate.
The time and costs required to select and evaluate a target
business and to structure and complete the business combination cannot presently be ascertained with any degree of certainty. Any costs
incurred with respect to the identification and evaluation of a prospective target business with which a business combination is not completed
will result in a loss to us.
Probable lack of business diversification.
While we may seek to effect business combinations with more
than one target business, it is more probable that we will only have the ability to effect a single business combination, if at all. Accordingly,
the prospects for our success may be entirely dependent upon the future performance of a single business. Unlike other entities which
may have the resources to complete several business combinations with entities operating in multiple industries or multiple areas of a
single industry, it is probable that we will lack the resources to diversify our operations or benefit from the possible spreading of
risks or offsetting of losses. By consummating a business combination with only a single entity, our lack of diversification may subject
us to numerous economic, competitive, and regulatory developments, any or all of which may have a substantial adverse impact upon the
particular industry in which we may operate subsequent to a business combination, and result in our dependency upon the development or
market acceptance of a single or limited number of products, processes, or services.
Limited ability to evaluate the target business’
management.
We cannot assure you that our assessment of the target business’
management will prove to be correct. In addition, we cannot assure you that the future management will have the necessary skills, qualifications,
or abilities to manage a public company intending to embark on a program of business development. Furthermore, the future role of our
director, if any, in the target business cannot presently be stated with any certainty.
While it is possible that our director will remain associated
in some capacity with us following a business combination, it is unlikely that he will devote his full efforts to our affairs subsequent
to a business combination. Moreover, we cannot assure you that our director will have experience or knowledge relating to the operations
of the particular target business.
Following a business combination, we may seek to recruit additional
managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit
additional managers, or that additional managers will have the requisite skills, knowledge, or experience necessary to enhance the incumbent
management.
Our auditors have expressed substantial doubt about our
ability to continue as a going concern.
Our audited financial statements for the years ended September
30, 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 have expressed substantial doubt about our ability to continue as a going concern. Our operations are dependent
on our ability to raise sufficient capital or complete business combination as a result of which we become profitable. Our financial statements
do not include any adjustments that may result from the outcome of this uncertainty. There is not enough cash on hand to fund our administrative
expenses and operating expenses for the next twelve months. Therefore, we may be unable to continue operations in the future as a going
concern. If we cannot continue as a viable entity, our stockholders may lose some or all of their investment in the Company’s shares
of common stock.
Competition.
In identifying, evaluating, and selecting a target business,
we expect to encounter intense competition from other entities having a business objective similar to ours. Many of these entities are
well established and have extensive experience identifying and effecting business combinations, either directly or through affiliates.
Many if not virtually most of these competitors possess far greater financial, human, and other resources compared to our resources. While
we believe that there are numerous potential target businesses that we may identify, our ability to compete in acquiring certain of the
more desirable target businesses will be limited by our limited financial and human resources. Our inherent competitive limitations are
expected by management to give others an advantage in pursuing the acquisition of a target business that we may identify and seek to pursue.
Further, any of these limitations may place us at a competitive disadvantage in successfully negotiating a business combination. Our management
believes, however, that our status as a reporting public entity with potential access to the United States public equity markets may give
us a competitive advantage over certain privately held entities having a similar business objective in acquiring a desirable target business
with growth potential on favorable terms.
If we succeed in effecting a business combination, there will
be, in all likelihood, intense competition from existing competitors of the business we acquire. In particular, certain industries which
experience rapid growth frequently attract an increasingly larger number of competitors, including those with far greater financial, marketing,
technical and other resources than the initial competitors in the industry in which we seek to operate. The degree of competition characterizing
the industry of any prospective target business cannot presently be ascertained. We cannot assure you that, subsequent to a business combination,
we will have the resources to compete effectively, especially to the extent that the target business is in a high-growth industry.
Employee.
Patrick McMahon, our Chief Executive Officer, is our sole executive
officer. Patrick McMahon is not obligated to devote any specific number of hours per week and, in fact, intends to devote only as much
time as he deems necessary to administer the Company’s affairs until such time as a business combination is consummated. The amount
of time he will devote in any time period will vary based on the availability of suitable target businesses to investigate. We do not
intend to have any full-time employees prior to the consummation of a business combination.
Conflicts of Interest.
Specialty Capital Lenders LLC (and its managers and members)
is not required to commit its full-time efforts to the Company’s affairs; accordingly, they will have conflicts of interest in allocating
management time among their various business activities, including identifying potential business combinations and monitoring the related
due diligence. As a result, pursuing new business opportunities may require a longer period of time than if management would devote full
time to the Company’s affairs. Management has not identified and is not currently negotiating a new business opportunity for us.
Repository Services LLC has no fiduciary duties or contractual
obligations, other than to its members and as a majority shareholder in the Company, to any third-party entities. Patrick McMahon’s
consulting activities do not create any fiduciary duties to any third parties, and he has no contractual obligation that may be deemed
to be or give rise to a conflict of interest. To avoid future conflict of interests, management had determined that they will not be associated
or be affiliated with entities engaged in business activities similar to those which we intend to conduct. Future business activities
of the Company’s management, which may include business activities similar to those of a potential business combination, may result
in potential or perceived conflicts of interest.
In the event that more than one business opportunity is presented
to the Company, management may have differences of opinion in determining to which particular business opportunity should be first presented
or considered. In the event that the Company’s management has future business affiliations (coupled with a fiduciary duty to the
business affiliation), management may have legal obligations to present certain business opportunities to multiple entities. In the event
that a conflict of interest shall arise, management will consider factors such as reporting status, availability of audited financial
statements, current capitalization, and the laws of jurisdictions.
The personal and financial interests of management may influence
their motivation in timely identifying and selecting a target business and completing a business combination. Consequently, management’s
discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms,
conditions and timing of a particular business combination are appropriate and in our shareholders’ best interest. If this were
the case, it would be a breach of their fiduciary duties to us, and we might have a claim against the participating member of management.
However, we might not ultimately be successful in any claim we may make against them for such reasons.
Company's management intends to be proactive in identifying
and eliminating any conflicts of interest. However, the Company believes its management will act in what we believe will be in the best
interests of the shareholders. The Company will not enter into a transaction with a target business that is affiliated with management
or where there is an actual conflict of interest.
The Company has a limited operating history and limited
resources.
The Company’s operations have been limited to seeking
a potential business combination and has had no revenues from operations. Investors will have no basis upon which to evaluate the Company’s
ability to achieve the Company’s business objective, which is to effect a merger, capital stock exchange and/or acquire an operating
business. The Company will not generate any revenues until, at the earliest, after the consummation of a business combination or acquiring
an operating business.
Our auditors have expressed substantial doubt about our ability to continue
as a going concern.
As of September 30, 2022, we had $ 4,448 in cash and an accumulated
deficit of $ 5,515,035. Our audited financial statements for the years ended September 30, 2022 and September 30, 2021 were prepared using
the assumption that we will continue our operations as a going concern. Our independent accountants in their audit report have expressed
substantial doubt about our ability to continue as a going concern. Our operations are dependent on our ability to raise sufficient capital
or complete business combination as a result of which we become profitable. Our financial statements do not include any adjustments that
may result from the outcome of this uncertainty.
There may not be enough cash on hand to fund our administrative
expenses and operating expenses for the next twelve months. Therefore, we may be unable to continue operations in the future as a going
concern. If we cannot continue as a viable entity, our stockholders may lose some or all of their investment in the Company’s shares
of common stock.
Since the Company has not yet selected a target business
with which to complete a business combination, the Company is unable to ascertain the merits or risks associated with any particular business
or even the broader target industry.
Since the Company has not yet identified a particular industry
or prospective target business, there is no basis for investors to evaluate the possible merits or risks of the target business which
the Company may acquire. If the Company completes a business combination with a financially unstable company or an entity in its development
stage, the Company may be affected by numerous risks inherent in the operations of those entities. Although the Company’s management
intends to evaluate the risks inherent in a particular industry or target business, the Company cannot assure you that we will properly
ascertain or assess all of the significant risk factors. There can be no assurance that any prospective business combination will benefit
shareholders or prove to be more favorable to shareholders than any other investment that may be made by shareholders and investors.
Unspecified and unascertainable risks.
There is no basis for shareholders to evaluate the possible
merits or risks of potential business combination. To the extent that the Company effects a business combination with a financially unstable
operating company or an entity that is in its early stage of development or growth, the Company will become subject to numerous risks.
If the Company effects a business combination with an entity in a high-risk industry, the Company will become subject to the currently
unascertainable risks of that industry. Although management will endeavor to evaluate the risks inherent in a particular business or industry,
there can be no assurance that management will properly ascertain or assess all such risks that the Company perceived at the time of the
consummation of a business combination.
It is likely that the Company’s current sole officer
and director will resign upon consummation of a business combination and the Company will have only limited ability to evaluate the management
of the target business.
The Company’s ability to successfully effect a business
combination will be dependent upon the efforts of the Company’s management. The future role of management in the target business
cannot presently be ascertained. Although it is possible that management may remain associated with the target business following a business
combination, it is likely that the management of the target business will remain in place. Although the Company intends to closely scrutinize
the management of a target business in connection with evaluating the desirability of effecting a business combination, the Company cannot
assure you that the Company’s assessment of management will prove to be correct.
Dependence on key personnel.
The Company is dependent upon the continued services of management.
To the extent that his services become unavailable, the Company will be required to obtain other qualified personnel and there can be
no assurance that we will be able to recruit qualified persons upon acceptable terms.
The Company’s sole officer and director may allocate
his time to other businesses activities, thereby causing conflicts of interest as to how much time to devote to the Company’s affairs.
This could have a negative impact on the Company’s ability to consummate a business combination in a timely manner, if at all.
The Company’s officer and director is not required to
commit his full time to the Company’s affairs, which may result in a conflict of interest in allocating his time between the Company’s
business and other businesses. The Company does not intend to have any full-time employees prior to the consummation of a business combination.
Management of the Company is engaged in other business endeavors and is not obligated to contribute any specific number of his hours per
week to the Company’s affairs.
If Patrick McMahon’s other business affairs require him
to devote more time to such affairs, it could limit his ability to devote time to the Company’s affairs and could have a negative
impact on the Company’s ability to consummate a timely business combination. The Company does not believe that his other business
affairs interfere with his duties as an officer and director, but remotely could disturb his immediate performance of assumed duties,
if any. Furthermore, we do not have an employment agreement with Patrick McMahon.
The Company may be unable to obtain additional financing,
if and when required, to complete a business combination or to fund the operations and growth of the business combination target, which
could compel the Company to restructure a potential business combination transaction or to entirely abandon a particular business combination.
The Company has not yet identified any prospective target business.
If we require funds for a particular business combination, because of the size of the business combination or otherwise, we may be required
to seek additional financing, which may or may not be available a terms and conditions satisfactory to the Company, if at all. To the
extent that additional financing proves to be unavailable when and if needed to consummate a particular business combination, we would
be compelled to restructure the transaction or abandon that particular business combination and seek an alternative target business candidate.
In addition, if we consummate a business combination, we may require additional financing to fund the operations or growth of the target
business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the
target business. The Company’s officer, director or stockholders are not required to provide any financing to us in connection with
or after a business combination.
It is probable that the Company will only be able to enter
into one business combination, which will cause us to be solely dependent on such single business and a limited number of products or
services.
It is probable that the Company will enter into a business combination
with a single operating business. Accordingly, the prospects for the Company’s success may be solely dependent upon the performance
of a single operating business, or dependent upon the development or market acceptance of a single or limited number of products or services.
If this occurs, the Company will not be able to diversify the Company’s operations or benefit from the possible spreading of risks
or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries
or different areas of a single industry.
The Company has limited resources and there is significant
competition for business combination opportunities. Therefore, the Company may not be able to enter into or consummate an attractive business
combination.
The Company expects to encounter intense competition from other
entities having a business objective similar to the Company’s, including venture capital funds, leveraged buyout funds and operating
businesses competing for acquisitions. Many of these entities are well established and have extensive experience in identifying and effecting
business combinations directly or through affiliates. Many of these competitors possess greater technical, human, and other resources
than the Company does, and the Company’s financial resources are limited when contrasted with those of many of these competitors.
While the Company believes that there are numerous potential target businesses that we could acquire, the Company’s ability to compete
in acquiring certain sizable target businesses will be limited by the Company’s limited financial resources and the fact that the
Company will use its common stock to acquire an operating business. This inherent competitive limitation gives others an advantage in
pursuing the acquisition of certain target businesses.
The Company may be unable to obtain additional financing,
if required, to complete a business combination or to fund the operations and growth of the target business, which could compel the Company
to restructure a potential business transaction or abandon a particular business combination.
We may be required to seek additional financing. We cannot assure
you that such financing would be available on acceptable terms, if at all. If additional financing proves to be unavailable, we would
be compelled to restructure the transaction or abandon that particular business combination and seek an alternative target business. In
addition, if we consummate a business combination, we may require additional financing to fund the operations or growth of the target
business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the
target business.
Our present management most likely will not remain after
we complete a business combination.
A business combination involving the issuance of our common
stock will, in all likelihood, result in the shareholders of a private company obtaining a controlling interest in us. Any such business
combination may require our management to sell or transfer all or a portion of the Company's common stock held and/or have Patrick McMahon
resign as a member of the Board of Directors. The resulting change in our control would result in a corresponding reduction in or elimination
of any participation in our future affairs.
Financing requirements to fund operations associated with
reporting obligations under the Exchange Act.
The Company has no revenues and is dependent upon the willingness
of the Company’s management to fund the costs associated with the reporting obligations under the Exchange Act, other administrative
costs associated with the Company’s corporate existence and expenses related to the Company’s business objective. The Company
is not likely to generate any revenues until the consummation of a business combination, at the earliest. The Company believes that we
will have available sufficient financial resources available from its management to continue to pay accounting and other professional
fees and other miscellaneous expenses that may be required until the Company commences business operations following a business combination.
The Company does not currently engage in any business activities
that provide cash flow. The costs of investigating and analyzing potential business combination candidates and preparing and filing Exchange
Act reports for what may be an unlimited period of time will be paid by our majority shareholder, notwithstanding the fact that there
is no written agreement to pay such costs. Repository Services LLC has informally agreed to pay the Company’s expenses in the form
of advances that are unsecured, non-interest bearing. Specialty Capital Lenders LLC has agreed to provide financial accommodations to
the Company in an amount equal to $20,000, at the prevailing interest rate. As of the date hereof, there has been no advances made by
Specialty Capital Lenders LLC under the written agreement entered into on August 3, 2020. The Company intends to repay these advances
when we have the cash resources to do so.
Based on Repository Services LLC and Specialty Capital Lenders
LLC commitment to fund our operations, we believe that we will be able to continue as a going concern until such time as we conclude a
business combination. During the next 12 months, we anticipate incurring costs related to filing of Exchange Act reports, franchise fees,
registered agent fees, legal fees, and accounting fees, and investigating, analyzing, and consummating an acquisition or business combination.
We estimate that these costs will range from fifteen thousand dollars to twenty-five thousand dollars per year, and that we will be able
to meet these costs as necessary through loans/advances Repository Services LLC or Specialty Capital Lenders LLC or until we enter into
a business combination.
The Company’s majority shareholder has a 69.9%
common stock equity interest in the Company and thus is in a position totally influence certain actions requiring stockholder vote.
Management has no present intention to call for an annual meeting
of stockholders to elect new directors prior to the consummation of a business combination. As a result, our current director will continue
in office at least until the consummation of the business combination, subject to the desires of the majority shareholder. If there is
an annual meeting of stockholders for any reason, the Company’s management has broad discretion regarding proposals submitted to
a vote by shareholders as a consequence of the majority shareholder’s significant equity interest. Accordingly, the Company’s
management will continue to exert substantial control at least until the consummation of a business combination.
Broad discretion of management.
Any person who invests in the Company’s common stock will
do so without an opportunity to evaluate the specific merits or risks of any prospective business combination. As a result, investors
will be entirely dependent on the broad discretion and judgment of management in connection with the selection of a prospective business
combination. There can be no assurance that determinations made by the Company’s management will permit us to achieve the Company’s
business objectives.
Reporting requirements may delay or preclude a business
combination.
Sections 13 and 15(d) of the Exchange Act require companies
subject thereto to provide certain information about significant acquisitions, including certified financial statements for the company
acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional costs that may
be incurred by some target entities to prepare such statements may significantly delay or essentially preclude consummation of an otherwise
desirable acquisition by the Company. Acquisition prospects that do not have or are unable to obtain the required audited statements may
not be appropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.
The Company will continue to be required to file quarterly reports
on Form 10-Q and annual reports on Form 10-K, which annual report must contain the Company’s audited financial statements. As a
reporting company under the Exchange Act, following any business combination, we will be required to file a report on Form 8-K, which
report contains audited financial statements of the acquired entity. These audited financial statements must be filed with the SEC within
five (5) days following the closing of a business combination. While obtaining audited financial statements is typically the responsibility
of the acquired company, it is possible that a potential target company may be a non-reporting company with unaudited financial statements.
The time and costs that may be incurred by some potential target companies to prepare such audited financial statements may significantly
delay or may even preclude consummation of an otherwise desirable business combination. Acquisition prospects that do not have or are
unable to obtain the required audited statements may not be appropriate for acquisition because we are subject to the reporting requirements
of the Exchange Act.
The Investment Company Act of 1940 creates a situation
wherein we would be required to register and could be required to incur substantial additional costs and expenses.
Although we will be subject to regulation under the Exchange
Act, management believes the Company will not be subject to regulation under the Investment Company Act of 1940, insofar as we will not
be engaged in the business of investing or trading in securities. In the event we engage in business combination that result in us holding
passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act of 1940. In such
event, we would be required to register as an investment company and could be expected to incur significant registration and compliance
costs. We have obtained no formal determination from the SEC as to the status of our Company under the Investment Company Act of 1940
and, consequently, any violation of such Act would subject us to material adverse consequences.
The Company has no “independent director,”
so actions taken, and expenses incurred by our officer and director on behalf of the Company will generally not be subject to “independent
review.”
Patrick McMahon is the Company’s sole director. Although
no compensation will be paid to him for services rendered prior to or in connection with a business combination, he may receive reimbursement
for out-of-pocket expenses incurred by him in connection with activities on the Company’s behalf such as identifying potential target
businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses
and there will be no review of the reasonableness of the expenses by anyone other than our board of director, which now consists of the
one director who may seek reimbursement. Because our director will not be deemed “independent,” we will not have the benefit
of an independent director examining the propriety of expenses incurred on our behalf and subject to reimbursement. Although the Company
believes that all actions taken by our director on the Company’s behalf will be in the Company’s best interests, the Company
cannot assure the investor that this will actually be the case. If actions are taken, or expenses are incurred that are actually not in
the Company’s best interests, it could have a material adverse effect on our business and plan of operation and the price of our
stock held by the public stockholders.
At the time we do any business combination, each shareholder
will most likely hold a substantially lesser percentage ownership in the Company.
Our current primary plan of operation is based upon a business
combination with a private concern that, in all likelihood, would result in the Company issuing securities to shareholders of any such
private company. The issuance of our previously authorized and unissued common stock would result in reduction in percentage of shares
owned by our present and prospective shareholders and may result in a change in our control or in our management.
General Economic Risks.
The Company’s current and future business objectives and
plan of operation are dependent, in large part, on the state of the general economy and the current Covid 19 pandemic. A continuation
of a pandemic or adverse changes in economic conditions may adversely affect the Company’s business objective and plan of operation.
These conditions and other factors beyond the Company’s control include also but are not limited to regulatory changes.
Additional Risks Related to Our Common Stock
The Company’s shares of common stock are traded
from time to time on the OTC Pink Sheet Market.
The Company’s common stock is subject to quotation on
the OTC Markets Group, Inc. Pink Open Market Platform (“Pink Sheets”) under the symbol PCMC. There is currently only a limited
trading market in the Company’s shares. nor do we believe that any active trading market has existed for the last 5 years. There
can be no assurance that there will be an active trading market for our securities. In the event that an active trading market commences,
there can be no assurance as to the market price of our shares of common stock, whether any trading market will provide liquidity to investors,
or whether any trading market will be sustained.
Very Limited Liquidity of our Common Stock.
Our common stock occasionally trades on the Pink Sheets and
there is a limited market in our common stock. As a result, there is only limited liquidity in our common stock. Any investment in our
common stock may result in the inability of an investor to liquidate any investment to cash in a timely or cost-effective manner.
Our common stock is subject to the Penny Stock Rules of
the SEC and the trading market in our common stock is limited, which makes transactions in our stock cumbersome and may reduce the value
of an investment in our common stock.
The SEC has adopted Rule 3a51-1 which establishes the definition
of a “penny stock,” for the purposes relevant to us, is any equity security that has a market price of less than $ 5.00 per
share or with an exercise price of less than $ 5.00 per share, subject to certain exceptions. For any transaction involving a penny stock,
unless exempt, Rule 15g-9 requires that a broker-dealer approve a person’s account for transactions in penny stocks, and the broker-dealer
receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.
In order to approve a person’s account for transactions
in penny stocks, the broker-dealer must obtain financial information and investment experience objectives of the person, make a reasonable
determination that the transactions in penny stocks are suitable for that person, and the person has sufficient knowledge and experience
in financial matters to be capable of evaluating the risks of transactions in penny stocks.
The broker-dealer must also deliver, prior to any transaction
in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market. Generally, broker-dealers may be less
willing to execute transactions insecurities subject to the “penny stock” rules. This may make it more difficult for investors
to dispose of our common stock and cause a decline in the market value of our stock.
State blue sky registration; potential limitations on
resale of the Company’s common stock.
The holders of the Company’s shares of common stock registered
under the Exchange Act and those persons who desire to purchase them in any trading market that may develop in the future, should be aware
that there may be state blue-sky law restrictions upon the ability of investors to resell the Company’s securities. Accordingly,
investors should consider the secondary market for the Company’s securities to be a limited one.
Rule 144 Risks.
Shareholders who receive the Company’s restricted securities in a business combination (and certain of our existing shareholders)
will not be able to sell our common stock in reliance on Rule 144 without registration until one year after we have completed our initial
business combination and complied with the rules and regulations of the SEC. Rule 144 is a non-exclusive safe harbor from the definition
of “underwriter” in Section 2(a)(11) of the Securities Act that applies to restricted securities. Restricted securities are
securities acquired in unregistered, private sales from the Company or from an affiliate of the Company. Control securities are those
held by an affiliate of the Company. An affiliate is a person, such as an executive officer, a director or large shareholder,
in a relationship of control with the issuer.
Accordingly, subsection (i) to Rule 144 prohibits or limits
the resale (public) of the Company’s common stock. Under Rule 144(i), one year needs to pass from the date the Company ceased to
be a shell company, files reports under the Exchange Act, and has filed the Form 10 type information on a Form 8-K. Further, shareholders
holding restricted securities may not be able to rely on Rule 144 to sell their stock until the Company is current on all reports and
other materials required to be filed with its filings for one year.
Possible Issuance of Additional Securities.
Our Articles of Incorporation, as amended, authorizes the issuance
of 500,000,000 shares of common stock, par value $ 0.001 and 50,000,000 shares of preferred stock. As of September 30, 2020, September
30, 2021, September 30, 2022, and as of the date hereof, we had 34,276,816 shares of common stock issued and outstanding and no shares
of the preferred stock, par value $ 0.001 issued or outstanding. We may be expected to issue additional shares in connection with our
pursuit of new business opportunities and new business operations. To the extent that additional shares of common stock or preferred stock
are issued, our shareholders would experience dilution of their respective ownership interests. If we issue shares of common stock and
preferred stock, or either, in connection with our intent to pursue new business opportunities, a change in control of the Company may
be expected to occur. The issuance of additional shares of common stock may adversely affect the market price of our common stock,
in the event that an active trading market commences.
Dividends unlikely.
The Company does not expect to pay dividends for the foreseeable
future because we have no revenues or cash resources. The payment of dividends will be contingent upon the Company’s future revenues
and earnings, if any, capital requirements and overall financial conditions. The payment of any future dividends will be within the discretion
of the Company’s board of directors as then constituted. It is the Company’s expectation that future management following
a business combination will determine to retain any earnings for use in its business operations and accordingly, the Company does not
anticipate declaring any dividends in the foreseeable future.