UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549   

 


 

FORM 10-Q/A

Amendment No. 1  

 


 

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

 

For the Quarterly Period Ended March 31, 2020

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Transition Period From ________ to _________

 

Commission File Number 000-50009

 

PACIFIC HEALTH CARE ORGANIZATION, INC.

  (Exact name of registrant as specified in its charter)

 

 

Utah

87-0285238

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer I.D. No.)

 

 

1201 Dove Street, Suite 300

 

Newport Beach, California

92660

(Address of principal executive offices)

(Zip Code)

 

(949) 721-8272

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol

Name of each exchange on which registered

None

N/A

N/A

 

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 any 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 ☒   No ☐

 

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.)   Yes ☒   No ☐

 

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

 

Large accelerated filer ☐  

Accelerated filer ☐

Non-accelerated filer ☒

Smaller reporting company ☒

 

Emerging growth company ☐  

 

If an emerging growth company, indicate by check mark if the registrant has elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)     Yes ☐    No ☒

 

As of May 22, 2020, the registrant had 12,800,000 shares of common stock, par value $0.001, issued and outstanding.

 

 

 

Explanatory Note

 

Pacific Health Care Organization, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to amend its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 22, 2020 (the “Original Form 10-Q”), solely to add this Explanatory Note, which was inadvertently omitted from the Original Form 10-Q, to disclose that the Company had filed the Original Form 10-Q after the May 15, 2020 deadline applicable to the Company for the filing of a Form 10-Q in reliance on the 45-day extension provided by an order issued by the Commission under Section 36 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) Granting Exemptions from Specified Provisions of the Exchange Act and Certain Rules Thereunder, dated March 4, 2020 (Release No. 34-88318), as modified and superseded by a new Commission order under Section 36 of the Exchange Act Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies, dated March 25, 2020 (Release No. 34-88465) (collectively, the “Order”).

 

On May 15, 2020, the Company filed a Current Report on Form 8-K (the “Form 8-K”) to indicate its intention to rely on the Order for such extension. Consistent with the Company’s statements made in the Form 8-K, the Company was unable to file the Original Form 10-Q until May 22, 2020, and therefore relied on the Order due to circumstances related to the current coronavirus (“COVID-19”) pandemic.  Specifically, the outbreak of the COVID-19 pandemic and the resulting federal, state and local governmental responses to COVID-19, including quarantines, office closures and travel restrictions affected the Company’s accounting and financial staff, as well as the professional service providers who assist the Company in the preparation of its financial statements and the reports it files with the SEC.  As a result of these measures to “flatten the curve”, including quarantines and office closures, the Company’s office staff has been required to work remotely, which slowed the work required to compile, disseminate and review its financial statements and the other information required to be presented in the quarterly reports the Company files with the Commission. Therefore, due to COVID-19’s interference in the Company’s operations, the Company was unable to file the Original Form 10-Q on or prior to the May 15, 2020 due date. Consistent with the Company’s statements made in the Form 8-K, the Company filed its Original Form 10-Q on May 22, 2020 (which was within the permitted timeframe of the Order).

 

In accordance with Rule 12b-15 under the Exchange Act, the Company is including in this Amendment certifications from its principal executive officer and principal financial officer as required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act as exhibits to this Amendment. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is  not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Amendment.

 

Except as described above, this Amendment does not amend, modify or update the information in, or exhibits to, the Original Form 10-Q. This Amendment does not change any previously reported financial results nor does it reflect events occurring after the filing of the Original Form 10-Q. This Amendment should be read in conjunction with the Original Form 10-Q and with the Company’s other filings made with the Commission subsequent to the filing of the Original Form 10-Q.

 

 

 

Item 6.      Exhibits

 

Exhibits.  The following exhibits are filed or furnished, as applicable, as part of this report:

 

 

Exhibit Number

 

Title of Document

 

 

 

 

 

Exhibit 31.1

 

Certification of Principal Executive Officer pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

 

 

Exhibit 31.2

 

Certification of Principal Financial Officer pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

 

 

 

 

 

 

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.

 

 

 

PACIFIC HEALTH CARE ORGANIZATION, INC.

 

 

 

 

 

 

 

 

Date:

May 27, 2020

/s/ Tom Kubota

 

 

 

Tom Kubota

Chief Executive Officer

 

 

 

 

 

Date:

May 27, 2020

/s/ Fred Odaka

 

 

 

Fred Odaka

Chief Financial Officer

 

 

 

 

 
 
Pacific Health Care Orga... (QB) (USOTC:PFHO)
Historical Stock Chart
From Oct 2020 to Nov 2020 Click Here for more Pacific Health Care Orga... (QB) Charts.
Pacific Health Care Orga... (QB) (USOTC:PFHO)
Historical Stock Chart
From Nov 2019 to Nov 2020 Click Here for more Pacific Health Care Orga... (QB) Charts.