Amended Quarterly Report (10-q/a)
May 28 2020 - 06:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
Amendment No. 1
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the Quarterly Period Ended March 31,
2020
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the Transition Period From ________ to _________
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Commission File Number 000-50009
PACIFIC HEALTH CARE ORGANIZATION, INC.
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(Exact name of registrant as specified in its charter)
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Utah
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87-0285238
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer I.D. No.)
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1201 Dove Street, Suite 300
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Newport Beach, California
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92660
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(Address of principal executive offices)
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(Zip Code)
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(949) 721-8272
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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None
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N/A
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N/A
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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 ☐
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Accelerated filer ☐
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Non-accelerated filer ☒
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Smaller reporting company ☒
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Emerging growth company ☐
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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
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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:
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.
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PACIFIC HEALTH CARE ORGANIZATION, INC.
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Date:
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May 27, 2020
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/s/ Tom Kubota |
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Tom Kubota
Chief Executive Officer
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Date:
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May 27, 2020
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/s/ Fred Odaka |
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Fred Odaka
Chief Financial Officer
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Pacific Health Care Orga... (QB) (USOTC:PFHO)
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