UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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Under the Securities Exchange Act of 1934
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(Amendment No. 17)
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Pacific Health Care Organization, Inc.
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(Name of Issuer)
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Common Stock, $.001 par value per share
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(Title of Class of Securities)
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69439P407
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(CUSIP Number)
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Tom Kubota
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2618 San Miguel Drive, #477
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Newport Beach, California 92660
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(949) 721-8272
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(Name, Address and Telephone Number of Person Authorized to
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Receive Notes and Communications)
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January 29, 2020
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f)
or 13d-1(g), check the following box. ☐
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No. 69439P407
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1.
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Names of Reporting Persons
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Tom Kubota
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
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(a) ☐
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(b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
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PF
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5.
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Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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☐
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6.
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Citizenship or Place of Organization
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United States of America
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Number of
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7.
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Sole Voting Power
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Shares
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7,883,000(1)(2)(3)
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Beneficially
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8.
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Shared Voting Power
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Owned by
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-0-
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Each
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9.
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Sole Dispositive Power
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Reporting
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7,883,000(1)(2)(3)
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Person
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10.
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Shared Dispositive Power
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With
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-0-
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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7,883,000(1)(2)(3)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
(See Instructions)
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☐
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13.
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Percent of Class Represented by Amount in Row (11)
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61.5%
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14.
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Type of Reporting Person (See Instructions)
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IN
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(1) Includes 7,967,000 shares of the Issuer’s
Common Stock and 16,000 shares of the Issuer’s Series A Preferred
Stock owned by the Reporting Person. The Series A Preferred
Stock is convertible to Common Stock of the Issuer on a one-share
for one-share basis, based on the number of shares of Series A
Preferred Stock converted and not the number of votes represented
by such converted shares of Series A Preferred Stock. The
Series A Preferred Stock is convertible only by the holder thereof
and is convertible at any time. Each outstanding share of
Series A Preferred Stock is entitled to vote as 20,000 shares of
Common Stock.
(2) These shares are held through the Tom Kubota
Revocable Trust of 2013 (the “Trust”). The Reporting Person is the
sole Trustee of the Trust and may be deemed to have voting and
dispositive power over the shares held by the Trust.
(3) Share amounts adjusted to reflect the
four-shares-for-one-share forward split of the Common Stock and
Series A Preferred Stock of the Issuer that became effective
January 6, 2020.
EXPLANATORY NOTE
This Amendment No. 17 (“Amendment No. 17”), dated January 29, 2020,
amends and supplements the original Schedule 13D filed by the
Reporting Person with the Securities and Exchange Commission (the
“Commission”) on June 27, 2008, relating to shares of Common Stock,
$0.001 par value per share (“Common Stock”) of Pacific Health Care
Organization, Inc. (the “Issuer”), as amended and supplemented by
Schedule 13D/A-1 filed on August 28, 2008, Schedule 13D/A-2 filed
on May 14, 2010, Schedule 13D/A-3 filed on May 14, 2010, Schedule
13D/A-4 filed on April 20, 2012, Schedule 13D/A-5 filed on May 21,
2013, Schedule 13D/A-6 filed March 12, 2014, Schedule 13D/A-7 filed
April 30, 2014, Schedule 13D/A-8 filed on June 10, 2014, Schedule
13D/A-9 filed on June 17, 2014, Schedule 13D/A-10 filed on March
31, 2015, Schedule 13D/A-11 filed on November 16, 2015, Schedule
13D/A-12 filed on November 18, 2015, and Schedule 13D/A-13 filed on
December 1, 2016, Schedule 13d/A-14 filed on January 10, 2018,
Schedule 13d/A-15 filed on May 1, 2018, and Schedule 13d/A-16 filed
on May 16, 2018 (collectively referred to herein as the “Schedule
13D”). Only those items hereby reported in this Amendment No.
17 are amended and all other items remain unchanged. Terms
used herein but not otherwise defined shall have the meanings set
forth in the Schedule 13D.
Item 3. Source and Amount of Funds or Other
Consideration
Item 3 of the Schedule 13D is hereby amended and supplemented as
follows:
The Reporting Person used $1,245.00 of personal funds to purchase
1,000 shares of the Issuer in the open market.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and restated as
follows:
The acquisition described herein was not for the purpose of
changing control of the Issuer. Prior to and following the
acquisition described herein, the Reporting Person was and
continues to be the Chief Executive Officer and President and
Chairman of the board of directors (the “Board”) of the
Issuer. Prior to the acquisition, the Reporting Person was
the single largest holder of Common Stock of the Issuer, owning
approximately 61.4% of the outstanding Common Stock of the
Issuer. The Reporting Person made the acquisition outlined in
Item 3 above because the shares were available for sale and he
chose to acquire them. The Reporting Person anticipates he may make
additional acquisitions from time-to-time. The Reporting Person did
not make the acquisition described herein with intent to or for the
purpose of effecting any of the transactions described in
subparagraphs (b) through (j) of Item 4 of Schedule 13D. It
is anticipated that future acquisitions by the Reporting Person
from time-to-time would also not be for the purpose of effecting
any of the transactions described in (b) through (j) of Item 4 of
Schedule 13D. The Reporting Person may, at any time, review or
reconsider his position with respect to the Issuer and formulate
plans or proposals with respect to any of the matters described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5 of Schedule 13D is hereby amended and restated as
follows:
(a) Through
the Trust the Reporting Person beneficially owns 7,867,000 shares
of Common Stock and 16,000 shares of Series A Preferred Stock of
the Issuer. Assuming conversion of the 16,000 shares of
Series A Preferred Stock by the Reporting Person into 16,000 shares
of Common Stock as of January 29, 2020, the Reporting Person would
beneficially own approximately 61.5% of the Issuer’s Common Stock,
as disclosed in the Quarterly Report on Form 10-Q of the Issuer
filed November 14, 2019, after giving effect to the
four-shares-for-one-share forward stock split that took effect on
January 6, 2020.
(b) As
sole Trustee of the Trust, the Reporting Person has the sole power
to vote or direct the vote of all shares held by the Trust.
(c) Other
than as disclosed herein and in Form 4s filed by the Reporting
Person on January 3, 2020, January 2, 2020 and December 3, 2020,
the Reporting Person has not engaged in any transactions in the
Common Stock of the Issuer in the past 60 days.
(d) No
other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale
of, the shares held by the Reporting Person.
(e) Not Applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
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Date: January 29, 2020
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By:
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/s/ Tom Kubota
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Tom Kubota
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Pacific Health Care Orga... (QB) (USOTC:PFHO)
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Pacific Health Care Orga... (QB) (USOTC:PFHO)
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