PUBLIC CO MANAGEMENT CORP Annual Report - Fiscal Year Ended December 31, 2023

1. Business Overview

PUBLIC CO MANAGEMENT CORP, initially incorporated as MyOffiz, Inc. in 2000 and renamed in 2004, has a history of transformation. The company began as a management consulting firm, assisting small businesses with corporate governance, regulatory compliance, and preparing for public market participation. It generated revenue through consulting fees and client stock. However, the 2008 economic recession led the company to cease these consulting operations due to competitive market conditions and profitability challenges.

Since October 2012, PUBLIC CO MANAGEMENT CORP has functioned as a "shell company." This means it has no active business operations, generates no commercial revenue, and holds only minimal assets. The company's sole strategic purpose is to identify and complete a merger or acquisition with a private operating company, thereby facilitating that company's entry into the public markets. For the fiscal year ended December 31, 2023, the company's performance is primarily measured by its progress in pursuing such a strategic transaction and maintaining its public listing status.

2. Financial Performance

As a shell company, PUBLIC CO MANAGEMENT CORP generated no revenue from business operations for the fiscal year ended December 31, 2023. The company incurred approximately $50,000 in operating expenses, primarily for administrative, legal, and accounting fees necessary to maintain its public company status and explore merger opportunities. This led to a net loss of approximately $50,000 for the year. Total assets stood at approximately $15,000, consisting mostly of cash.

Given the company's non-operating status, traditional growth metrics do not apply. The company typically reports consistent minimal operating expenses and a net loss due to the absence of revenue-generating operations.

3. Risk Factors

Investing in PUBLIC CO MANAGEMENT CORP carries significant risks, primarily due to its status as a non-operating shell company. Investors should carefully consider the following:

• Shell Company Status: The company has no active business operations, no revenue, and minimal assets. Its value depends entirely on successfully identifying and completing a merger or acquisition. Failure to secure a suitable partner or the collapse of ongoing merger discussions could severely impact the stock's value, potentially leading to delisting or dissolution.
• "Penny Stock" Classification: The company's common stock is a "penny stock," trading at a low price (approximately $0.21 per share as of December 31, 2023). Penny stocks are highly speculative, characterized by limited trading activity and low liquidity, and are subject to extreme price volatility.
• Trading Restrictions (SEC Rule 15c2-11): Recent SEC amendments to Rule 15c2-11 make it more challenging for brokers to quote and trade shell company shares. This regulatory environment may further restrict the stock's liquidity and tradability, potentially depressing its market price.
• Merger Uncertainty: While the company is engaged in preliminary, non-binding discussions for a potential merger with Physicians Capital Management Corporation, there is no guarantee that it will reach a definitive agreement or complete the transaction. The process involves extensive due diligence, negotiation, and regulatory approvals. If the merger does not materialize, the company would remain a shell, facing continued financial strain and risking its public listing status due to insufficient funds for ongoing costs.
• Global Economic and Geopolitical Risks: Ongoing global economic uncertainty, including persistent inflation, rising interest rates, and geopolitical conflicts (e.g., Russia-Ukraine, Israel-Hamas, Syria), creates a volatile environment. These factors could negatively impact the business prospects or valuations of potential merger targets, or the company's ability to secure financing for a transaction.
• Future Regulatory Burdens: Potential new SEC disclosure requirements for climate-related risks and cybersecurity could impose additional compliance costs and complexities on any company PUBLIC CO MANAGEMENT CORP eventually acquires. Such burdens could influence the attractiveness of potential targets or the terms of a merger.

4. Management Discussion (MD&A Highlights)

For the fiscal year ended December 31, 2023, PUBLIC CO MANAGEMENT CORP operated as a non-operating shell company. The company reported no revenue from business operations, incurring a net loss of approximately $50,000. This loss primarily stemmed from administrative, legal, and accounting fees necessary to maintain its public listing and explore strategic alternatives.

The company's liquidity and capital resources remain limited, with cash and cash equivalents totaling approximately $15,000. It carries no long-term debt and has minimal assets and liabilities. Management focuses on carefully managing these limited resources to sustain operations until a merger or acquisition is completed.

A key development during the year was the start of preliminary, non-binding discussions for a potential merger with Physicians Capital Management Corporation. This represents the primary strategic focus and a potential path to transforming the company into an operating entity. However, completing this transaction requires extensive due diligence, negotiation of definitive agreements, and regulatory approvals.

The company operates within a challenging external environment, marked by global economic uncertainty, persistent inflation, rising interest rates, and geopolitical conflicts. These factors could impact the valuation of potential merger targets and the overall market for mergers and acquisitions. Furthermore, regulatory changes, particularly the SEC's amended Rule 15c2-11, continue to challenge shell companies by potentially limiting stock liquidity. Future regulatory burdens for climate-related disclosures and cybersecurity could also affect the attractiveness or operational costs of potential acquisition targets.

The company saw no significant changes in executive leadership or core strategy during the fiscal year. Its strategy remains focused on identifying and completing a merger or acquisition with a private operating company.

5. Financial Health

As of December 31, 2023, PUBLIC CO MANAGEMENT CORP reported cash and cash equivalents of approximately $15,000. Total assets amounted to approximately $15,000, with total liabilities of about $5,000, mostly accrued expenses. Shareholder equity stood at approximately $10,000. The company carries no long-term debt.

Given these minimal resources, the company has very limited liquidity. It relies on careful management of its small cash balance to cover ongoing administrative costs until it successfully completes a merger or acquisition.

6. Future Outlook

PUBLIC CO MANAGEMENT CORP's future outlook depends entirely on its ability to successfully complete a merger or acquisition. Its current primary focus is on preliminary, non-binding discussions with Physicians Capital Management Corporation. If finalized, this transaction would transform the company from a non-operating shell into an active entity involved in healthcare facility acquisition and leasing, with a new management team and business strategy. Such transactions typically involve extensive due diligence and regulatory approvals.

Crucially, these discussions are preliminary, and there is no certainty of completing a transaction. If the merger does not proceed, the company will continue its search for another suitable partner. Given its limited cash reserves, a prolonged inability to complete a merger could lead to further financial strain, potential delisting from public markets, or the need to raise additional capital, likely diluting existing shareholders. The company's strategy remains steadfast: pursuing a merger or acquisition as its sole path forward.

7. Competitive Position

Traditional competitive positioning does not apply to a shell company like PUBLIC CO MANAGEMENT CORP within a specific industry. Its primary objective is to attract a private entity seeking to go public. In this context, its "competition" includes other routes for private companies to go public, such as Special Purpose Acquisition Companies (SPACs), direct listings, or other shell companies. PUBLIC CO MANAGEMENT CORP's potential competitive advantage lies in offering a potentially simpler and faster route to public markets for a private company, provided it successfully executes a merger.