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于2026年10月23日向美国证券交易委员会提交

注册号：333-[●]

美国

证券交易委员会

华盛顿特区 20549

表格 S-4

注册声明

根据

1933年《证券法》

PUBLIC COMPANY MANAGEMENT CORPORATION

（注册人章程中载明的准确名称）

PUBLIC CO MANAGEMENT CORP

\n \n \n \n \n \n \n \n \n \n \n \n \n

内华达州		6770		88-0493734
（注册成立或组织所在州或其他司法管辖区）		（主要标准行业分类代码）		（美国国税局雇主识别号码）

9350 Wilshire Boulevard，Suite 203

Beverly Hills，CA 90212

电话：(310) 862-1957

（注册人主要行政办公室的地址（含邮政编码）和电话号码（含区号））

Quynh Hoa T. Tran
\n总裁
\n9350 Wilshire Boulevard，Suite 203

Beverly Hills，CA 90212

电话：(310) 862-1957

（送达代理人的姓名、地址（含邮政编码）和电话号码（含区号））

所有通信（包括发送给送达代理人的通信）均应发送至：

\n \n \n \n \n

Ronald J. Stauber
\n Stauber Law Offices

9440 Santa Monica Blvd, Suite 301
\n Beverly Hills, CA 90210

电话：(310) 556-0080

Christopher Dieterich

Dieterich & Associates

815 Moraga Drive

Los Angeles, CA 90049

电话：(310) 312-6888

Ariella Fuchs
\n Outside General Counsel LLP

501 Boylston Street
\n 10th Floor, Boston, MA 02116

电话：(617) 737-5000

拟向公众出售的开始日期约为：本注册声明生效后，在切实可行的情况下尽快开始。

如果根据本表格注册的证券是与成立控股公司相关的发行，且符合一般指示G的规定，请勾选下框。o

如果本表格是依据《证券法》第462(b)条为发行额外证券而提交的，请勾选下框，并列出同一发行中此前生效的注册声明的《证券法》注册声明编号。o

如果本表格是依据《证券法》第462(d)条提交的生效后修正案，请勾选下框，并列出同一发行中此前生效的注册声明的《证券法》注册声明编号。☐

请勾选标记，说明注册人属于大型加速申报公司、加速申报公司、非加速申报公司还是较小型申报公司。参见《交易法》第12b-2条中“大型加速申报公司”“加速申报公司”“较小型申报公司”和“新兴成长型公司”的定义。

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

大型加速申报公司	o	加速申报公司	o
非加速申报公司	x	较小型申报公司	x
		新兴成长型公司	o

如果属于新兴成长型公司，请用勾选标记表示注册人是否已选择不采用《证券法》第 7(a)(2)(B) 条规定的延长过渡期，以遵守任何新的或修订后的财务会计准则 ☐

如适用，请在方框中打 X，以指定本次交易所依据的适当规则条款：

\n \n \n \n \n \n \n \n \n

	《交易法》规则 13e-4(i)（跨境发行人要约收购）	o
	《交易法》规则 14d-1(d)（跨境第三方要约收购）	o

注册人特此修订本注册声明，修订日期可为必要的任一日期，以推迟其生效日期，直至注册人提交进一步修订文件，明确声明本注册声明此后将根据《1933 年证券法》第 8(a) 条生效，或直至本注册声明于委员会依据该第 8(a) 条确定的日期生效。

本信息声明/招股说明书中的信息尚不完整，且可能发生变更。在向美国证券交易委员会提交的注册声明（本信息声明/招股说明书为其组成部分）被宣布生效之前，不得发行本信息声明/招股说明书所发行的证券。本信息声明/招股说明书不构成出售这些证券的要约，且不会在不允许要约或出售这些证券的任何司法管辖区招揽购买这些证券的要约。

初步稿\n——尚待完成，日期为 2026 年 10 月 23 日

PUBLIC COMPANY MANAGEMENT CORPORATION

（内华达州\n公司）

PUBLIC COMPANY MANAGEMENT CORPORATION 普通股最多 68,566,368 股的信息声明/招股说明书
\n

本信息声明/招股说明书涉及 Public Company Management Corporation（内华达州公司，以下简称“PCMC”）拟根据 PCMC、Physicians Capital Management Corporation（马里兰州公司，以下简称“Physicians”）、Conrad B. Ivie, M.D.（以下简称“Ivie”）及其各雇员股东当事方于 2026 年 6 月 30 日签订的《股份交换协议》（以下简称“股份交换协议”），收购 Physicians 全部已发行在外的股本。

交割时，Physicians 股东将向 PCMC 转让其 Physicians 股份。PCMC 将发行特此注册的 68,566,368 股普通股（以下简称“注册交换股份”），并向 Ivie 发行 24,913,918 股未注册优先股，包括 1,000,000 股 A 系列有表决权优先股、15,942,612 股 B-1 系列可转换优先股和 7,971,306 股 B-2 系列可转换优先股。PCMC 还预计向 Specialty Capital Lenders LLC 发行 3,750,000 股 B-1 系列可转换优先股，以注销 PCMC 所欠的 350,000 美元本票（经修订，以下简称“Specialty 本票”）以及 Physicians 所欠、未偿本金总额为 163,000 美元的本票（以下简称“Physicians 本票”）；上述本票均由 Specialty Capital Lenders LLC 持有。优先股拟依据第 4(a)(2) 条发行，且不由本信息声明/招股说明书发售或注册。

PCMC 是一家报告壳公司。本 Form S-4 注册声明根据《股份交换协议》登记向 Physicians 股东发行 68,566,368 股 PCMC 普通股。此外，根据经修订的《1933 年证券法》（“《证券法》”）第 145a 条规则，由于业务合并完成后，现有 PCMC 股东在报告壳公司的权益将转变为在合并后运营公司的权益，因此该业务合并被视为涉及向合并后公司现有股东发售和出售证券。因此，本信息声明/招股说明书将提供给 PCMC 现有股东，以说明该视同出售。本注册声明不登记任何已登记交换股份的转售或再发售。无论报告壳公司的现有证券持有人是否有权就业务合并投票，第 145a 条规则均适用于他们。

交易完成后，Physicians 将成为 PCMC 的全资子公司，Physicians 前股权持有人预计将持有 PCMC 全面摊薄后股权的约 80%，但须遵守本文所述的分配、员工股权发行、资本结构调整及其他条款。Ivie 预计将通过 PCMC 的 A 系列投票优先股（该类别持有人享有的票数等于已发行普通股数量与任何其他有投票权优先股的投票权之和的两倍），连同其持有的普通股、B-1 系列和 B-2 系列股份及相关合同安排，掌握投票控制权（约占合并后公司总投票权的 90%）。

业务合并无需 PCMC 股东投票或采取其他行动，也未要求股东采取此类行动。PCMC 董事会于 2026 年 6 月 30 日批准了《股份交换协议》及其拟议交易。根据适用的内华达州法律以及 PCMC 的公司章程和细则，批准业务合并或发行已登记交换股份及优先股，无需获得 PCMC 股东批准。董事会有权批准发行授权股份，并确定发行对价；业务合并将通过合同股份交换实施，而非依据《内华达州修订法规》第 92A 章实施法定合并或交换。

本信息声明/招股说明书并非为配合从 PCMC 股东处取得的任何书面同意或其他授权而提供，也不构成关于经 PCMC 股东批准的公司行动的附表 14C 信息声明。业务合并不会召开 PCMC 股东大会，PCMC 也不会向其股东征集代理权、同意或授权。

交割后，PCMC 股东将继续持有相同数量的 PCMC 普通股，无需交回或交换其现有股票凭证或簿记持仓。PCMC 股东不会获得任何合并对价，也不会依据内华达州法律就业务合并享有赎回权、异议股东权或评估权。PCMC 并非依据《内华达州修订法规》第 92A 章实施的法定合并或交换的组成实体。

在注册声明生效后、业务合并完成前，PCMC 将根据《证券法》以及《交易法》第 14(f) 条和其下的第 14f-1 条，向其股东邮寄或以其他方式提供最终版信息声明/招股说明书。PCMC 不征求代理投票，PCMC 股东无需就业务合并采取任何行动。根据股份交换协议，邮寄或提供信息声明/招股说明书并非交割的独立合同条件；然而，PCMC 将在完成业务合并前完成规定的信息传递。无法保证业务合并会按预期时间表完成，或最终能够完成。

我们并未要求您委托代理投票，且请勿向我们寄送代理投票委托书。

有关重大风险的讨论，请参阅第 30 页起的“风险因素”。

美国证券交易委员会和任何州证券委员会均未批准或否决这些证券，也未对本信息声明/招股说明书的充分性或准确性作出判断。任何相反陈述均属刑事犯罪。

本信息声明/招股说明书日期为 2026 年 10 月 [●] 日。

		页码
关于本信息声明/招股说明书		6
不以引用方式纳入		6
市场和行业数据		6
关于前瞻性陈述的警示说明		6
PCMC 股东常见问题解答		7
信息声明/招股说明书概要		17
风险因素		30
美国联邦所得税重大事项		44
未经审计的备考简明合并财务报表		46
PCMC 的业务		52
PCMC 管理层对财务状况和经营成果的讨论与分析		53
Physicians 的业务		56
Physicians 管理层的财务状况和经营成果讨论与分析		58
业务合并后 PCMC 的管理层		66
某些关系及关联方交易		70
股本说明		72
《证券法》对转售 PCMC 普通股的限制		75
普通股市场		76
某些受益所有人及管理层的证券所有权		77
法律事项		81
专家		81
更多信息获取方式		81

关于本信息声明/招股说明书

本信息声明/招股说明书是 PCMC 向美国证券交易委员会（SEC）提交的 S-4 表格注册声明的一部分。本文件未包含注册声明及其附件中的全部信息。在作出任何投资决定之前，您应阅读整份注册声明，包括股份交换协议及其他附件。PCMC 和 Physicians 均未授权任何人提供与本文所含或以引用方式纳入的信息不同的信息。信息仅截至其发布日期提供；本信息声明/招股说明书的交付或交易的完成，均不意味着该日期之后信息仍然准确。

除非获准并明确说明，否则不以引用方式纳入

只有在 S-4 表格允许通过引用纳入且符合资格要求的情况下，PCMC 根据《交易法》提交的报告才可通过引用纳入。任何通过引用纳入的文件都会被明确列出。除非明确通过引用纳入，否则本文提及的网站信息不属于本信息声明/招股说明书。

市场与行业数据

本信息声明/招股说明书中包含的市场数据及某些其他统计信息，来源多种多样，包括独立行业出版物、政府出版物及其他独立出版的资料。部分数据也基于我们的善意估算，这些估算源自管理层对我们所处行业的了解和经验。尽管我们未独立核实本信息声明/招股说明书中所含第三方信息的准确性或完整性，但基于管理层的了解和经验，我们认为这些第三方来源可靠，且本信息声明/招股说明书中所含的第三方信息或我们的估算准确、完整。虽然我们并不知悉本文所述市场、行业或类似数据存在任何错误陈述，但此类数据涉及风险和不确定性，并可能因各种因素而发生变化，包括本信息声明/招股说明书中“关于前瞻性陈述的警示说明”和“风险因素”标题下讨论的因素。

关于前瞻性陈述的警示说明

本信息声明/招股说明书中并非纯粹历史性的陈述均为前瞻性陈述。这些前瞻性陈述包括有关各方完成业务合并的能力、业务合并的预期收益，以及 PCMC 和 Physicians 的财务状况、经营业绩、收益、展望和前景的陈述，也可能包括业务合并完成后期间的相关陈述。此外，任何涉及对未来事件或情形作出描述（包括任何相关假设）的陈述，均为前瞻性陈述。前瞻性陈述通常会使用“计划”“相信”“预期”“预计”“打算”“展望”“估计”“预测”“预计”“继续”“可能”“或许”“有可能”“潜在”“预见”“应该”“将会”等词语或类似词语和表达来识别，但即使没有这些词语，也不代表该陈述就不是前瞻性陈述。

本信息声明/招股说明书中包含的前瞻性陈述基于 PCMC 和 Physicians 管理层的当前预期，且其本质上受到不确定性、情况变化及其潜在影响的制约，仅代表陈述发布之日的情况。无法保证未来发展会如预期发生。本信息声明/招股说明书中的前瞻性陈述涉及多项风险、不确定性或其他假设，可能导致实际结果或表现与这些前瞻性陈述中明示或暗示的内容存在重大差异。这些风险和不确定性包括但不限于“风险因素”中所述的因素以及以下各项：

PCMC 和 Physicians 能否按预期时间表或能否完成业务合并，包括满足或豁免交割条件以及注册声明生效。

能否获得任何必要的政府、监管、股东、合同、贷款方、租户或其他第三方批准或同意，以及此类批准或同意可能延迟、附加条件或无法获得的风险。

PCMC 作为申报壳公司的身份所产生的影响，包括 Rule 145a 的适用、SEC 加强审查、交割后 Form 10 信息要求，以及对当前或前壳公司发行证券转售的限制。

业务合并的预期架构、条款和影响，包括拟发行的证券、PCMC 交割后的预期所有权结构、对现有股东的稀释，以及交割后的治理和控制结构。

合并后公司能否在交割后将 Physicians 的医疗保健房地产经营作为其主要业务，并执行其业务计划。

合并后公司预期将实质上全部收入依赖于单一物业和单一租户所带来的风险。

与租户的财务状况、信用度、租约履行情况、持续运营，以及其满足或愿意履行租约义务的能力相关的风险。

与三重净租赁结构相关的风险，包括租户违约、租约终止、空置、重新出租风险、维护和维修义务、资本支出及其他物业层面成本。

与合并后公司的债务和融资安排相关的风险，包括 Academy Bank 贷款、SAFE、关联方贷款、应计费用、偿债义务、再融资风险及额外资本需求。

因关联方交易和潜在利益冲突产生的风险，包括关联方贷款、债务取消安排、优先股发行及交割后治理安排。

与适用于医疗保健房地产及租户运营的监管环境相关的风险，包括医疗保健报销、许可、HIPAA、ADA、分区及其他联邦、州和地方监管事项。

与物业的实物、环境和法律状况相关的风险。

与历史和备考财务信息的编制、审查和准确性、业务合并的会计处理、内部控制、上市公司报告义务及持续合规成本相关的风险。

与业务合并预期的美国联邦所得税处理、未取得美国国税局（“IRS”）裁定、可能无法获得递延纳税处理以及合并后公司决定不选择REIT身份相关的风险。

与PCMC普通股交易市场相关的风险，包括流动性有限、由OTC Market Group, Inc.报价、细价股规则、转售限制、市场波动，以及可能无法形成或维持活跃交易市场。

与股东、租户、贷款人、关联方或其他交易对手涉及的诉讼、争议或其他程序相关的风险，包括可能延迟业务合并或增加成本的程序。

一般经济、市场、信贷、利率、通胀、房地产、医疗保健和资本市场状况的变化，可能影响业务合并、合并后公司的财务状况、物业价值或PCMC普通股的市场价格。

本信息声明/招股说明书题为“风险因素”一节及其他部分所述的其他风险和不确定性。

如果上述一项或多项风险或不确定性成为现实，或PCMC或Physicians管理层所作的任何假设被证明不正确，实际结果可能与本信息声明/招股说明书所载前瞻性陈述中的预测存在重大差异。

除适用法律或法规要求外，PCMC和Physicians不承担任何义务，更新本文所载前瞻性陈述，以反映本信息声明/招股说明书日期之后发生的事件或情况，或反映意外事件的发生。

PCMC股东问答

以下问答旨在简要回答有关Public Company Management Corporation（“PCMC”）与Physicians Capital Management Corporation（“Physicians”）拟议业务合并的一些常见问题。这些问答可能无法涵盖所有对您而言重要的问题。我们敦促您仔细阅读本信息声明/招股说明书全文，包括从第30页开始题为“风险因素”的章节，以及本信息声明/招股说明书其他部分所载的财务报表及相关附注。

除非上下文另有要求：“PCMC”指 Public Company Management Corporation，一家内华达州公司，也是《1934年证券交易法》（经修订）（“《交易法》”）规定的报告壳公司；“Physicians”指 Physicians Capital Management Corporation，一家马里兰州公司；“合并后公司”指交割后由 PCMC 及其合并子公司组成的公司；“Ivie”指 Conrad B. Ivie, M.D.，Physicians 的创始人及控股股东，也是合并后公司预期的交割后控制人；“股份交换协议”指 PCMC、Physicians、Ivie 及其他签约的 Physicians 股东于 2026年6月30日签订并经修订的《股份交换协议》；“业务合并”指该协议拟进行的股份交换及相关交易；“Carmel 房产”或“房产”指位于 14585 Hazel Dell Parkway, Carmel, Indiana 46033 的医疗办公室、急诊室和紧急护理设施；“承租方”指 Intuitive Health of Hamilton County, LLC，即该物业三重净租约的承租人。

常见问题

问：拟议的业务合并是什么？

答：PCMC 是一家内华达州公司，也是《交易法》规定的报告壳公司，目前没有运营业务或收入。PCMC 拟通过股份交换收购 Physicians（一家马里兰州公司）全部已发行在外的股本。交割时，Physicians 的每位股东都将向 PCMC 转让其持有的全部 Physicians 股份，PCMC 将向股东发行已注册的 PCMC 普通股以及未注册的 PCMC 优先股，具体如下文所述。交易完成后，Physicians 将成为 PCMC 的全资子公司；合并后公司的主要业务将是通过 Physicians 的全资子公司——一家印第安纳州有限责任公司 PC Indiana Carmel LLC——持有并管理该房产。

该房产是一处专门建造的医疗办公室、急诊室和紧急护理设施，可出租面积约为 11,845 平方英尺，位于约 1.9 英亩的土地上，地址为 14585 Hazel Dell Parkway, Carmel, Indiana 46033。Physicians 于 2025年10月28日以 12,250,000 美元的收购价格购得该房产。该房产受 Intuitive Health of Hamilton County, LLC 的三重净租约约束；该公司是 Riverview Health Emergency Room & Urgent Care—Carmel 的运营实体（“承租方”）。

更多信息请参阅第 23 页和第 57 页起的“交易结构说明”和“—房产”。

问：我为何会收到本信息声明/招股说明书？

答：您收到本信息声明/招股说明书，是因为 PCMC 是一家报告壳公司，而《证券法》第 145a 条将报告壳公司与非壳运营公司之间的任何业务合并视为向报告壳公司的证券持有人出售证券。因此，PCMC 已通过 S-4 表格登记拟向 Physicians 股东发行的 68,566,368 股 PCMC 普通股，并就该视同出售事项向现有 PCMC 股东交付本信息声明/招股说明书。

本信息声明/招股说明书还向您提供有关 PCMC、Physicians、业务合并、正在登记的证券、交割后的资本结构，以及与业务合并和投资 PCMC 普通股相关的重大风险的信息。

问：本信息声明/招股说明书是委托书吗？PCMC 是否要求我投票？

答：否。本信息声明/招股说明书不是委托书，也不构成向 PCMC 股东征集委托书、书面同意或授权。PCMC 不要求您提供委托书或同意，且请您不要发送委托书。由于业务合并是通过私下协商的《股份交换协议》实施，而非依据内华达州法律规定的法定交换或合并计划，因此无需 PCMC 股东投票或同意即可授权该交易。PCMC 的多数股东 Repository Services LLC 是《股份交换协议》的一方，并已同意支持按本信息声明/招股说明书所述条款完成交易。根据内华达州法律和 PCMC 的治理文件，PCMC 董事会认定，按当前结构进行股份交换无需股东投票授权。本信息声明/招股说明书提供给 PCMC 普通股持有人，(i) 作为根据本 S-4 表格登记、依据第 145a 条规则视同要约和出售的招股说明书；以及 (ii) 作为《交易法》第 14(f) 条及其项下第 14f-1 条规则所要求的信息声明，涉及 PCMC 董事会多数成员预计将发生变更；并非为征求或报告有关业务合并本身的任何股东投票或同意。预计业务合并将由 PCMC 通过合同收购方式实施，无需其股东投票。

问：这是一项 SPAC 交易吗？

答：否。这不是特殊目的收购公司（“SPAC”）交易。PCMC 没有信托账户、没有公众赎回权，也没有 SPAC 架构中常见的私募认股权证。PCMC 股东没有合同权利要求 PCMC 在业务合并相关事项中回购其股份。PCMC 是一家根据《交易法》履行报告义务的空壳公司，于 2000 年注册成立，一直在寻找业务合并候选对象。业务合并受《股份交换协议》、《证券法》第 145a 条规则和《内华达州修订法典》管辖，而非任何 SPAC 特有的监管框架。

问：为什么 Physicians 未作为共同注册人列入本 S-4 表格？

A：由于本次业务合并并非《S-K条例》第1601项所定义的“de-SPAC交易”，因此无需将 Physicians 列为共同注册人。\nde-SPAC交易是涉及“特殊目的收购公司”的业务合并。尽管 PCMC 是一家申报壳公司，但 PCMC 不符合特殊目的收购公司的定义，因为 PCMC 未进行首次发行以筹集资金，供其在特定期限内完成业务合并之用；若未能在特定期限内完成业务合并，PCMC 无须向其证券持有人返还此类资金；且 PCMC 未表示其采用或将采用特殊目的收购公司策略。因此，本次业务合并不涉及特殊目的收购公司，不属于第1601项下的 de-SPAC交易。S-4表格的一般说明L.1明确要求，在特殊目的收购公司或其他壳公司为 de-SPAC交易发行证券时，目标公司必须列为注册人。PCMC认为，这项要求不适用于本次业务合并。

因此，PCMC是唯一注册人；就适用的S-4表格披露要求而言，Physicians被视为被收购公司。尽管如此，本信息声明/招股说明书仍包含有关 Physicians 的必要信息，包括其业务、财务报表、管理层讨论与分析，以及所需的备考财务信息和其他交易披露。

交易结构与对价

问：在本次业务合并中，Physicians将发生什么变化？

答：交割时，Physicians股东将把所有已发行的 Physicians 股本股份转让给 PCMC。因此，Physicians将成为PCMC的全资子公司。Physicians的全资子公司 PC Indiana Carmel LLC 将继续持有该物业的完全所有权，并作为三重净租赁的房东。交割后，合并后公司的主要业务将是持有该物业并收取该租赁项下的租金收入。

更多信息请参见第23页开始的“交易结构说明”。

问：PCMC将在本次业务合并中发行哪些证券？

答：PCMC预计将就本次业务合并发行以下证券：

•

68,566,368股PCMC普通股，由本信息声明/招股说明书注册，将在股份交换中发行给 Physicians 股东；

•

24,913,918股PCMC优先股，包括1,000,000股A系列有投票权优先股、15,942,612股B-1系列可转换优先股和7,971,306股B-2系列可转换优先股；这些股份未由本信息声明/招股说明书注册，预计将发行给 Ivie；以及

•

3,750,000股PCMC B-1系列可转换优先股；这些股份未由本信息声明/招股说明书注册，预计将发行给 Specialty Capital Lenders LLC，以全额取消并清偿PCMC所欠的 Specialty 票据和 Physicians 所欠的 Physicians 票据，两笔票据均由 Specialty 持有。

上述所述的 PCMC 优先股未通过本信息声明/招股说明书进行注册，拟依据《证券法》第 4(a)(2) 条发行。各系列的条款、权利、优先权及转换条款载于作为本注册声明附件提交的相应指定证书中。

欲了解更多信息，请参阅第 72 页和第 23 页开始的“股本说明”和“交易结构说明”。

问：Physicians 股东将在业务合并中获得什么？

答：Physicians 股东将以其持有的全部 Physicians 股份，换取 PCMC 证券，具体数量载于股份交换协议及其所附的交割资本结构表。预计 Ivie 将获得 PCMC 普通股，以及作为交换对价发行的全部 PCMC 优先股，包括 A 系列有表决权优先股、B-1 系列可转换优先股和 B-2 系列可转换优先股。Physicians 的员工股东（如有）预计仅获得 PCMC 普通股。各 Physicians 股东获配的 PCMC 证券载于股份交换协议所附的交割资本结构表，该协议副本作为附件 2.1 提交于注册声明中。

欲了解更多信息，请参阅第 23 页开始的“交易结构说明”。

问：本信息声明/招股说明书是否对 PCMC 优先股进行注册？

答：否。本信息声明/招股说明书仅对将在股份交换中发行给 Physicians 股东的 68,566,368 股 PCMC 普通股进行注册。将发行给 Ivie 的 24,913,918 股 PCMC 优先股（包括 1,000,000 股 A 系列有表决权优先股、15,942,612 股 B-1 系列可转换优先股和 7,971,306 股 B-2 系列可转换优先股），以及将发行给 Specialty Capital Lenders LLC 的 3,750,000 股 PCMC B-1 系列可转换优先股，均未通过本信息声明/招股说明书进行注册。这些股份将依据《证券法》规定的注册豁免发行。

问：是否会发行 PCMC 普通股的零碎股？

答：预计不会发行 PCMC 普通股的零碎股。根据股份交换协议，因适用换股比例而产生的任何零碎股均将向上取整至最接近的整数股。

问：交割后 PCMC 的所有权结构如何？

A：Business Combination 完成后，按完全摊薄、转换后计算，原 Physicians 股权持有人（包括 Ivie）预计将持有 PCMC 已发行普通股的约 80%，其余约 20% 预计由非 Physicians 持有人持有，其中约 13.9% 由 PCMC 原有股东持有，约 6.1% 由 Specialty Capital Lenders LLC 持有（其 Series B-1 Convertible Preferred Stock 转换后）。按非摊薄口径计算，在交割时、尚未计入 PCMC 优先股转换的情况下，PCMC 原有股东将持有较大比例的已发行普通股（约三分之一）。这些百分比可能根据 PCMC 的最终资本结构、优先股转换条款，以及 SAFEs 和其他可转换工具的转换或结算情况进行调整。完整对账后的备考资本结构表载于题为“信息声明/招股说明书摘要——备考资本结构摘要”一节，该节始于第 18 页。

问：交割后谁将控制 PCMC？

答：Ivie 预计将在交割后控制 PCMC，具体通过：(i) 实益拥有 PCMC 已发行普通股的多数；(ii) 向其发行的 PCMC Series A Voting Preferred Stock 享有不成比例的投票权，其持有人作为一个类别所享有的票数等于已发行普通股总数与当时发行在外的任何其他有投票权优先股所分配票数之和的两（2）倍——根据该公式，Series A Voting Preferred Stock 单独即代表合并总投票权的约三分之二；加上 Ivie 持有的普通股、Series B-1 和 Series B-2，预计将使 Ivie 获得 PCMC 已发行股本合计投票权的约 90%，而不受其他流通股数量影响。由于投票权高度集中，Ivie 将能够在无需其他股东同意的情况下控制 PCMC 董事会选举及其他重大公司决策。

更多信息请参见“Business Combination 后的董事会组成与控制权”以及“某些关系及关联人交易”，分别始于第 24 页和第 70 页。

问：当前 PCMC 股东将会如何？

A：PCMC 现有股东将保留其现有的 PCMC 普通股，无需采取任何行动。但是，PCMC 现有股东将遭受大幅稀释。按完全稀释、转换后计算，发行交换股份以及与业务合并相关发行的其他证券，将使 PCMC 原有股东在合并后公司已发行普通股中的备考持股比例从 100% 降至约 13.9%（原 Physicians 股权持有人约持有 80%，Specialty Capital Lenders LLC 约持有 6.1%）。在交割时，且未计入 PCMC 优先股转换的影响，PCMC 原有股东将持有约三分之一的已发行普通股。此外，随着 PCMC 从一家没有业务的空壳公司转变为一家房地产控股公司（其唯一重大资产为租赁给单一租户的物业），PCMC 现有股东将面临 PCMC 的性质、资产、管理层、商业计划和风险状况发生根本变化。

更多信息请参见第 30 页起的“风险因素”。

投票批准及时间安排

问：是否需要 PCMC 股东投票批准业务合并？

答：不需要。PCMC 不会就业务合并征求股东投票或书面同意。由于业务合并是通过私下协商签订的股份交换协议实施，而非依据内华达州法律规定的法定交换计划或合并计划实施，因此无需 PCMC 股东投票或同意即可授权该交易。PCMC 的多数股东 Repository Services LLC 是股份交换协议的一方，并已同意按照本信息说明书/招股说明书所述条款支持完成该交易。2026 年 6 月 30 日，PCMC 董事会一致批准了业务合并，并认定股份交换协议及其拟议交易符合 PCMC 及其股东的利益，且对他们公平、适宜。本信息说明书/招股说明书是依据《交易法》第 14f-1 条向 PCMC 普通股持有人提供的信息说明书，涉及 PCMC 董事会多数成员预计将发生变更；提供本文件并非为了征求或报告关于业务合并本身的任何股东投票或同意。

问：Physicians 股东是否必须批准业务合并？

答：是。每位 Physicians 股东均须签署股份交换协议或其加入书或副本，方可参与交换并获得 PCMC 证券。作为 Physicians 的控股股东，Ivie 已签署股份交换协议。任何其他 Physicians 股东只有在签署股份交换协议所附格式的加入书后，才能获得 PCMC 普通股。有关马里兰州法律规定的适用加入及签署程序，请参见作为注册声明附件 2.1 提交的股份交换协议。

问：业务合并交割前必须满足哪些条件？

答：业务合并的完成须满足或豁免以下条件（其中包括）：

•

S-4 表格注册声明生效；

•

收到所有必要的政府、监管机构及第三方批准和同意；

•

不存在禁止交易完成的禁令、命令或其他法律限制；

•

各方在交割时的陈述和保证准确无误，但须遵守适用的重要性标准和重大不利影响限定；

•

各方在所有重大方面履行其契约和义务；

•

PCMC 或 Physicians 均未发生重大不利影响；

•

不存在影响已注册 PCMC 普通股发行或交付的 DTC 限制或冻结、全面锁定、警示标记、谨慎交易标记、空壳风险或促销标记、未解决的 SEC 意见，或其他监管障碍；以及

•

尽管《股份交换协议》规定，交付《投票协议》和《锁定协议》是交割条件，但 Physicians 和 Ivie 已豁免这些条件及相关契约；PCMC、Physicians 和 Ivie 也已修订业务合并中拟发行的 PCMC 优先股条款。这些变更均依据日期为 2026 年 9 月 30 日的《股份交换协议第 1 号修正案及豁免》作出。《专科票据取消及解除协议》仍是交割条件，未予豁免，详见第 28 页起“业务合并完成的条件”部分。

更多信息请参见第 28 页起的“业务合并完成的条件”部分。

问：预计业务合并何时完成？

答：各方目前预计，业务合并将在注册声明生效且所有交割条件均已满足或豁免后尽快完成。注册声明生效后、业务合并完成前，PCMC 将根据适用的联邦证券法律向其股东邮寄或以其他方式提供最终版信息声明/招股说明书。《股份交换协议》并未将邮寄或提供信息声明/招股说明书规定为独立的合同交割条件；但 PCMC 将在完成业务合并前完成规定的信息分发。确切的交割日期将取决于 SEC 审查和意见流程，以及满足适用交割条件所需的时间等因素。PCMC 和 Physicians 均无法预测具体交割日期。

问：如果业务合并未能完成，会发生什么？

答：如果业务合并未能完成，PCMC 将仍是一家申报壳公司，没有运营业务、没有收入且资产有限；Physicians 将仍是一家非上市公司。此外，PCMC 和 Physicians 将已产生并仍须承担大量法律、会计、审计及其他交易费用。

交割前，股份交换协议可通过以下方式终止：(i) PCMC 与 Physicians 双方书面同意；(ii) 若交割未能在截止日期（定义为 2026 年 6 月 30 日后 180 天）当日或之前完成，任一方均可终止；(iii) 若政府机构已发布禁止业务合并的最终且不可上诉的命令，任一方均可终止；(iv) 若另一方存在未补救的重大违约，任一方均可终止；(v) 若 Form S-4 未能在截止日期前被宣布生效，或 SEC 发布停止令，任一方均可终止；或 (vi) 若另一方发生重大不利影响，任一方均可终止。

更多信息请参阅第 30 页起的“股份交换协议的终止”和“费用”。

Q: 是否有权获得评估或异议股东权利？

A: 没有。PCMC 股东依据内华达州法律、Physicians 股东依据马里兰州法律是否享有评估权、异议股东权利或类似法定权利，将分别进行分析。完整分析请参阅第 28 页起的“异议股东权利与评估权”。

Q: 业务合并是否会导致 PCMC 董事会发生变化？

A: 是。预计业务合并将导致 PCMC 董事会及高管团队发生变化。预计 Ivie 将有权指定交割后 PCMC 董事会的多数成员，这是由于其实益拥有 PCMC 股本，包括将向其发行的 A 系列有表决权优先股所附带的超比例表决权。交割后的董事会组成和管理团队，以及每位拟任董事和高管的履历信息，详见第 66 页起“业务合并后 PCMC 的管理层”一节。由于预计 PCMC 董事会多数成员的这一变更不会在股东会议上发生，本信息声明/招股说明书亦构成依据《交易法》第 14(f) 条及其下的第 14f-1 规则向 PCMC 股东提供的信息声明，且提供时间不少于预计 PCMC 董事会多数成员变更发生日期前十天。

关于 PCMC 和 PHYSICIANS CAPITAL MANAGEMENT CORPORATION

Q: PCMC 是什么？

A: Public Company Management Corporation（“PCMC”）是一家内华达州公司，于 2000 年 10 月 26 日以 MyOffiz, Inc. 的名称注册成立。PCMC 于 2004 年 11 月 6 日更名为 Public Company Management Corporation。PCMC 是一家依据《交易法》申报的公司，也是《交易法》规则 12b-2 所定义的“壳公司”；自 2012 年 10 月 1 日以来，PCMC 没有或仅有有限的运营，且没有收入或重大资产。PCMC 的唯一高管和董事为 Quynh Hoa T. Tran，目前没有员工。PCMC 普通股在 OTC Markets Group Inc. 的 OTCID 市场以代码“PCMC”报价，属于细价股。PCMC 的主要办公室位于加利福尼亚州比佛利山庄 Wilshire Boulevard 9350 号 203 室，邮编 90212。PCMC 的独立注册会计师事务所已对 PCMC 能否持续经营表示重大疑虑。

更多信息请参阅第 52 页和第 31 页起的“PCMC 的业务”和“风险因素——壳公司风险”。

Q: Physicians Capital Management Corporation 是什么？

A: Physicians Capital Management Corporation（“Physicians”）是一家于 2025 年 1 月 31 日成立的马里兰州公司，定位为与医生利益一致的医疗保健房地产投资与开发平台，专注于收购、开发、持有和管理医疗办公及医疗保健相关不动产。Physicians 的创始人、唯一初始高管及控股股东为 Ivie。Physicians 的主要运营资产是其全资子公司 PC Indiana Carmel LLC，该公司持有 Carmel Property 的费用产权，并作为与 Tenant 签订的三重净租赁的房东。Physicians 是一家私人公司，不向 SEC 提交报告。截至 2026 年 6 月 30 日，Physicians 的营运资金亏空为 $913,058，股东权益亏空为 $1,266,282。

更多信息请参阅第 56 页开始的“Physicians 业务”。

物业与租户

Q: 物业是什么？

A: 物业是一处专门建造的医疗办公、急诊室和紧急护理设施，位于 14585 Hazel Dell Parkway, Carmel, Indiana 46033。该物业于 2019 年建造并于 2020 年竣工，包含约 11,845 平方英尺的可出租面积，坐落于印第安纳州汉密尔顿县约 1.9 英亩的土地上。该物业由 Physicians 的全资子公司 PC Indiana Carmel LLC 于 2025 年 10 月 28 日收购，总购买价为 $12,250,000（另加约 $435,153 的交割后资本化交易成本）。购买价分配为土地（$1,300,000）以及建筑物和改良设施（$10,950,000）。预计交割后，该物业将成为合并后公司的唯一重要房地产资产。

更多信息请参阅第 57 页开始的“物业”。

Q: 租户是谁？物业内运营的是哪类设施？

A: 该物业出租给 Intuitive Health of Hamilton County, LLC，该公司是 Riverview Health Emergency Room & Urgent Care - Carmel 设施的法定运营实体。Riverview Health 是印第安纳州的县级医院及医院管理机构。根据日期为 2018 年 11 月 30 日的转租协议，Intuitive Health of Hamilton County, LLC 将物业的一部分转租给 Riverview Health，由其作为转租承租方在该设施运营急诊室和紧急护理服务。2025 年 10 月 28 日，在收购该物业的同时，租约转让给了 PC Indiana Carmel LLC。

Intuitive Health of Hamilton County, LLC 不是上市报告公司，也不提供公开可得的经审计财务报表、信用评级或其他财务披露。合并后公司收取租金收入的能力完全取决于租户的财务状况及持续运营。

更多信息请参阅第 57 页开始的“Physicians 业务——租户与租约”以及第 36 页开始的“风险因素——单一租户集中风险”。

Q: 什么是三重净租赁？这对合并后公司意味着什么？

A: 在三重净租约（NNN）下，租户通常负责支付物业层面的运营费用——包括房地产税、物业保险费以及维护、维修和更换费用——此外还需支付基本租金。该结构旨在为房东提供更可预测的净租金收入流。不过，如果租户未能按时缴纳税款、保险费或维护费用，合并后的公司最终可能需要承担这些义务，以保护其物业或遵守适用法律。租约的重要条款，包括基本租金、租金递增条款、租期、续租选择权、维护和维修义务以及违约和终止条款，概述于“Physicians业务——租户与租约”一节，该节始于第57页。

更多信息请参阅“风险因素—三重净租约风险”，该节始于第35页。

Q: 该物业的收购是如何融资的？

A: 该物业的收购价为$12,250,000，资金来源包括以下工具，各项工具详见“Physicians Management管理层对财务状况和经营成果的讨论与分析——流动性来源和融资安排”一节，该节始于第62页以及备考财务报表附注：

•

Academy Bank提供的高级抵押贷款，日期为2025年10月28日，本金为$8,210,000，固定年利率为6.25%，按25年摊还（“Academy Bank贷款”）；

•

SAFEs（未来股权简单协议），本金总额约为$2,097,000；

•

物业卖方提供的卖方融资，金额为$790,000，现已全额偿还；

•

关联方贷款，总额约为$1,341,972；以及应付给Physicians management的$245,000收购费用，该费用已计入物业成本并计提。

与收购相关的债务总额约为$12,683,000，超过物业$12,250,000的收购价。合并后的公司将承担高额杠杆，其偿债能力将在很大程度上取决于持续收到租金。

更多信息请参阅“风险因素—融资和杠杆风险”，该节始于第37页。

Q: 什么是SAFEs，它们在业务合并中将如何处理？

A：SAFE（未来股权简单协议）是一种合同工具，赋予持有人在符合条件的融资、控制权变更或流动性事件等特定触发事件发生时获得股权的权利。Physicians 已发行本金总额约为 $2,097,000 的 SAFE，PCMC 则签订了本金总额约为 $475,000 的垫款协议。垫款协议所记载的出资不计息，也不会产生 PCMC 的任何债务、负债或偿还义务。根据《股份交换协议》和交割资本化表，所有未偿还的 Physicians SAFE 均将在交割时或交割前转换、注销或以其他方式结清。预计 Physicians SAFE 将在交割时或之前转换为 Physicians 股本；上述 PCMC 垫款协议将通过 Repository Services LLC 转让其已持有的 12,016,911 股 PCMC 普通股予以结清；PCMC 不会因垫款协议而发行任何股份。为免生疑问，因转换或结清 Physicians SAFE 而可发行的股份已全部计入交换股份以及反映业务合并影响的备考资本结构，不会再因这些工具而发行其他股份。因此，SAFE 转换不会增加交割后已发行股份总数，也不会改变交割后的相对持股比例；相反，这些转换会在各公司各自的分配范围内稀释其现有股东。更多信息请参阅第 23 页开始的“交易结构说明”。

利益冲突及关联方交易

问：业务合并是否存在利益冲突？

答：是。业务合并涉及若干潜在利益冲突，股东应予以审慎考虑。Ivie 同时担任 Physicians（转让方）的控股股东，以及预计将成为 PCMC（收购方）交割后控制人的人士，并预计将在业务合并中获得 PCMC 证券的最大单笔分配。Specialty Capital Lenders LLC 是 PCMC 现有票据持有人，其经理兼控股成员 Ronald J. Stauber 是 PCMC 法律顾问 Stauber Law Offices 的负责人；预计该公司将获得 3,750,000 股 PCMC B-1 系列可转换优先股，以换取注销 PCMC 对其所负的未偿债务，而该注销安排可能并非按公平交易条件进行。Stauber 先生还是 Repository Services LLC 的 50% 成员；Repository Services LLC 是 PCMC 的多数控股股东。

更多信息请参阅第 70 页开始的“某些关系及关联方交易”，以及第 25 页开始的“关联方利益及冲突”。

问：业务合并中将注销或转换哪些关联方债务？

答：业务合并涉及两类关联方债务：

•

PCMC层面：PCMC欠Specialty Capital Lenders LLC一笔未偿还的关联方应付票据。交割时，PCMC将向Specialty Capital Lenders LLC发行3,750,000股PCMC B-1系列可转换优先股，以全额取消并清偿该笔债务以及Physicians Note（该票据由Physicians欠付并由Specialty持有）。Specialty Capital Lenders LLC的受益所有人身份及其与PCMC和Ivie的关系，见第70页起“某些关系及关联方交易”一节。

•

Physicians层面：Physicians有未偿还的关联方贷款，合计约1,341,000美元，用于资助收购该物业。关联方贷款人的身份、双方关系的性质、每笔贷款的重要条款，以及这些贷款在业务合并中的处理方式，见第70页起“某些关系及关联方交易”一节。

问：本信息声明/招股说明书是否登记了Ivie或其他关联方转售股份？

答：没有。本信息声明/招股说明书仅登记在股份交换中向Physicians股东发行68,566,368股PCMC普通股，以及根据第145a条规则视同发生的出售。它不登记Ivie、员工股东、Specialty Capital Lenders LLC或合并后公司任何其他关联方或控制人的PCMC股份转售或再次发售。关联方未来转售所持股份将受《证券法》要求的约束，包括遵守第144条规则（并受适用于前空壳公司的附加条件约束），或提交单独的转售登记声明。

问：业务合并中发行的PCMC股份可以自由交易吗？

答：不一定。向合并后公司的关联方和控制人发行的证券，包括Ivie以及在交割时或交割后成为合并后公司关联方的其他人士持有的证券，可能属于“控制证券”，只有遵守经修订的1933年《证券法》第144条规则，或依据其他可用的注册豁免，方可转售。关联方依据第144条规则转售通常受到数量限制、销售方式要求、通知要求、当前公开信息要求及其他条件的约束。

此外，由于PCMC目前是一家空壳公司，在PCMC仍为壳公司期间，第144条规则不适用于转售PCMC证券。交割后，PCMC将成为前空壳公司。只有满足以下条件后，第144条规则才适用于转售PCMC证券：(i) PCMC已不再是空壳公司；(ii) PCMC受《交易法》第13条或第15(d)条的报告要求约束；(iii) PCMC已提交此前12个月内根据第13条或第15(d)条（视情况而定）要求提交的所有报告及其他材料，但8-K表报告除外；(iv) PCMC已向SEC提交反映其不再为空壳公司实体身份的最新“Form 10信息”。PCMC预计将在交割后的8-K表当前报告中提供该信息，该报告通常称为“Super 8-K”；以及(v) 自PCMC提交该Form 10信息之日起至少已满一年。

因此，即使在交割后，受限 PCMC 证券的持有人（包括在交换中向 Physicians 股东发行的股份，或由 Repository Services LLC 转让给他人的股份）在上述条件得到满足之前，可能也无法依赖 Rule 144 转售。此外，在转售时属于 PCMC 或合并后公司关联方的任何持有人，即使在满足前壳公司条件后，仍须遵守 Rule 144 适用的关联方转售条件。

PCMC stockholders whose shares were freely tradable\nimmediately before the Closing generally will continue to hold shares that are not “restricted securities” solely because\nof the Closing. However, their ability to resell those shares may nevertheless be subject to Rule 144 or other applicable securities-law\nrestrictions if they are affiliates of PCMC or the combined company at the time of resale, are acting as an underwriter or participant\nin a distribution, are subject to contractual transfer restrictions, or are otherwise subject to applicable law.

For more information, see \"Securities Act Restrictions\non Resale of PCMC Common Stock\" and \"Risk Factors—Liquidity and Market Risks\" beginning on pages 75\nand 40, respectively.

Shell Company Status and\nPost-Closing SEC Filing Requirements

Q: Why is PCMC's shell company status\nimportant to investors?

A: PCMC's shell company status has several\nsignificant consequences:

•

Rule 145a registration: Because PCMC is a reporting shell company (and\nPhysicians is a non-shell operating company), the Business Combination is deemed under Rule 145a under the Securities Act to constitute\na sale of securities by the combined company to PCMC's existing stockholders. Accordingly, PCMC is registering that deemed sale on Form\nS-4 and delivering this Information Statement/Prospectus to PCMC’s existing stockholders in connection with the Business Combination.

•

Super 8-K requirement: Following the Closing, PCMC must file a Current Report on Form 8-K containing Form\n10-level operating company disclosure within four business days of Closing.

•

Rule 144 limitations: Securities issued by a current shell company,\nand securities of a former shell company, are generally ineligible for resale in reliance on Rule 144 unless and until PCMC has ceased\nto be a shell, has filed current Form 10 information in its post-closing Current Report on Form 8-K (the “Super 8-K”), has\nbeen current in its Exchange Act reporting obligations for the preceding 12 months, and at least one year has elapsed since the filing\nof that Form 10 information. Holders of restricted PCMC securities may therefore face limited resale options in the near term.

•

Heightened SEC review: The SEC may subject the Registration Statement and post-closing filings to heightened\nreview.

•

Form S-3 and Form S-8 eligibility: Former shell companies may be ineligible\nto use certain Securities Act registration forms for capital-raising until specified periods have elapsed.

For more information, see \"Risk Factors—Shell\nCompany Risks\" beginning on page 31.

Q: What is the \"Super 8-K,\"\nand when must it be filed?

A: The \"Super 8-K\" is a Current\nReport on Form 8-K that PCMC must file within four business days after the Closing of the Business Combination. This report must contain\nall information that would be required in a Registration Statement on Form 10 including audited financial statements of Physicians for\nthe required periods, pro forma financial information, a full business description, description of properties, management's discussion\nand analysis, officer and director biographical information, executive compensation disclosure, related-party transaction disclosure,\nand other material information about the combined company. Until the Super 8-K is filed, certain resale exemptions and registration form\neligibilities remain unavailable to the combined company and its affiliates.

Key Risks

Q: What are the most significant risks\nassociated with the Business Combination?

A: The Business Combination and an investment in PCMC\ncommon stock involve significant risks. You should carefully read the \"Risk Factors\" section beginning on page 30 before\nmaking any investment decision. Among the most significant risks are the following:

•

PCMC is a reporting shell company with no current operations, no revenues, no operating history, and going-concern\ndoubts expressed by its independent auditor.

•

The combined company will derive substantially all revenues from a single property leased to a single\ntenant. Any default, insolvency, lease termination, or vacancy would eliminate the combined company's rental revenue entirely.

•

The Tenant is not a public reporting company; its financial condition, creditworthiness, and operating\nperformance are not publicly available.

•

Total acquisition-related indebtedness of approximately $12,683,000 exceeds the $12,250,000 acquisition\nprice of the Property. Debt service depends entirely on rental income.

•

PCMC has not obtained a fairness opinion or independent third-party valuation of Physicians, the Property,\nor the consideration to be issued.

•

The intended tax-free reorganization treatment under Section 368(a) of the Internal Revenue Code is uncertain.\nNo IRS ruling has been or will be sought.

•

Legacy PCMC stockholders will experience substantial dilution (on a fully diluted, as-converted basis,\nfrom 100% to approximately 13.9% of the combined company's outstanding common stock) and a loss of control.

•

Ivie is expected to own approximately 80% of PCMC’s equity on a fully diluted basis and, through\nthe super-voting Series A Voting Preferred Stock (together with his Common Stock, Series B-1 and Series B-2 holdings), to hold approximately\n90% of the combined voting power of PCMC (with the Series A Voting Preferred Stock alone representing approximately two-thirds of the\ntotal vote), giving him effective control over all matters submitted to a stockholder vote.

•

PCMC common stock is quoted on the OTCID market, is a penny stock, and has no established active trading\nmarket. Resale liquidity may be severely limited.

•

PCMC's independent registered public accounting firm has expressed substantial\ndoubt about PCMC's ability to continue as a going concern.

Tax and Accounting Treatment

Q: How is the Business Combination expected\nto be treated for U.S. federal income tax purposes?

A: The parties intend for the Business\nCombination to qualify as a \"reorganization\" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as\namended (the \"Code\"). If the Business Combination so qualifies, Physicians stockholders who exchange their Physicians equity\ninterests solely for PCMC common stock generally would not recognize gain or loss for U.S. federal income tax purposes on the exchange.\nHowever, the qualification of the Business Combination as a tax-free reorganization is uncertain.

Even if the Business Combination does not qualify\nas a reorganization under Section 368(a), the exchange may nonetheless qualify for nonrecognition treatment under Section 351 of the Code\nif the exchange is treated as a transfer of property to PCMC solely in exchange for PCMC common stock and, immediately after the exchange,\nthe transferring Physicians stockholders (together with any other persons whose transfers are integrated with the exchange under applicable\nTreasury regulations) are in “control” of PCMC within the meaning of Section 368(c) of the Code — that is, own stock\npossessing at least 80% of the total combined voting power of all classes of PCMC stock entitled to vote and at least 80% of the total\nnumber of shares of each other class of PCMC stock.

No ruling has been or will be sought from the Internal Revenue\nService regarding the tax treatment of the Business Combination, and no assurance can be given that the IRS will not challenge the intended\ntreatment. No legal opinion has been obtained, and PCMC does not intend to obtain a legal opinion, regarding the U.S. federal income tax\ntreatment of the Business Combination. Tax matters are complicated, and the tax consequences of the Business Combination will depend on\neach holder's particular circumstances.

For more information, see \"Material U.S.\nFederal Income Tax Considerations\" beginning on page 44. You are encouraged to consult your own tax advisor regarding the\nspecific tax consequences applicable to you.

Q: How will the Business Combination be\naccounted for?

A: Because Physicians' stockholders are expected\nto hold a substantial majority of the combined company's equity following the Closing and because Physicians' business will become the\nprincipal business of the combined company, the transaction is expected to be accounted for as a reverse recapitalization under U.S. generally\naccepted accounting principles (\"U.S. GAAP\"), in which Physicians is treated as the accounting acquirer. Under this treatment,\nthe historical financial statements of the combined company will reflect the historical financial statements of Physicians, with PCMC's\nassets and liabilities recorded at carrying value at the closing date. The final accounting determination will be made in consultation\nwith the combined company's independent registered public accounting firm and will be disclosed in the final Information Statement/Prospectus\nand post-closing Super 8-K.

For more information, see \"Unaudited Pro Forma Condensed Combined\nFinancial Statements—Notes to Unaudited Pro Forma Combined Financial Statements, Note 1—Basis of Presentation\"\nbeginning on page 50.

Q: Does the combined company intend to\nelect REIT status?

A: No. The combined company does not currently\nexpect to elect to be treated as a real estate investment trust (\"REIT\") for U.S. federal income tax purposes. Unlike a REIT,\nwhich is generally exempt from federal corporate income tax provided it satisfies certain distribution, asset composition, and income\nrequirements, the combined company will be subject to corporate-level federal income tax on its taxable income.

For more information, see \"Material U.S.\nFederal Income Tax Considerations—Tax Consequences of Holding\nPCMC Common Stock\" beginning on page 46.

Q: Does the combined company intend to\npay dividends?

A: No. PCMC has not historically paid cash\ndividends and does not currently expect to pay dividends in the foreseeable future. The combined company expects to use available cash\nto service its debt obligations (including the Academy Bank Loan, seller financing, and related-party loans), fund capital expenditures,\nand meet working capital needs. The terms of the Academy Bank Loan and other debt instruments may also restrict the combined company's\nability to pay dividends. Any future decision to pay dividends will be made by the board of directors in its discretion, taking into account\nfinancial condition, earnings, capital requirements, contractual restrictions, and applicable law.

Additional Information

Q: Where can I find additional information\nabout PCMC?

A: PCMC files annual reports on Form 10-K, quarterly reports on Form 10-Q,\ncurrent reports on Form 8-K, and other information with the SEC under the Exchange Act. PCMC’s filings with the Securities and Exchange\nCommission are available to the public through the SEC’s EDGAR database at www.sec.gov/edgar. PCMC’s Central Index Key, or\nCIK, is 0001141964, and its SEC Commission File Number is 000-50098 on the SEC's EDGAR database at www.sec.gov. Because PCMC is a shell\ncompany, its prior Exchange Act reports have not been incorporated by reference into this Form S-4; all required PCMC historical information\nis included directly in this Information Statement/Prospectus. Copies of PCMC's filings may also be obtained by contacting PCMC at 9350\nWilshire Boulevard, Suite 203, Beverly Hills, California 90212, Attention: Quynh Hoa T. Tran.

Q: Where can I find additional information\nabout Physicians?

A: Physicians is a private company and does not file reports with the SEC.\nAll material information regarding Physicians, including its business, properties, lease and tenant arrangements, financing arrangements,\nfinancial statements, management, related-party transactions, and legal proceedings, is included directly in this Information Statement/Prospectus.\nSee the sections entitled “Business of Physicians,” “Summary of the Information Statement/Prospectus—Summary\nof the Property, Tenant, and Lease,” “Index of Financial Statements—Physicians Capital Management Corporation—Audited\nFinancial Statements,” “—Unaudited Financial Statements” and “Certain Relationships and Related Person Transactions”\nbeginning on pages 56, 17, 106, 118 and 70, respectively.

Q: Who should I contact with questions\nabout this Information Statement/Prospectus or the Business Combination?

A: Questions regarding this Information Statement/Prospectus\nor the Business Combination should be directed to:

Public Company Management Corporation

9350 Wilshire Boulevard, Suite 203

Beverly Hills, California 90212

Attention: Quynh Hoa T. Tran, President

Telephone: (310) 862-1957

Email: info@pubcomanagement.com

SUMMARY\nOF THE INFORMATION STATEMENT/PROSPECTUS

Public Company Management Corporation, a Nevada shell company with no\ncurrent operations and no revenues (the \"Registrant\" or \"PCMC\"), proposes completing a business combination (the \"Business\nCombination\") with Physicians Capital Management Corporation, a Maryland corporation (\"Physicians\"). PCMC has had no or\nlimited operations, and no revenues or material assets, since October 1, 2012. Since October 2020, PCMC's management has actively sought\na suitable business combination. See “Background of the Business Combination” for a full description of PCMC's history and\nthe development of the Business Combination.

Physicians Capital Management Corporation (“Physicians”)\nis a Maryland corporation formed on January 31, 2025 as a physician-aligned healthcare real estate investment and development platform\nfocused on the acquisition, development, ownership, and long-term management of medical office buildings, emergency and urgent care facilities,\nambulatory surgery centers, and other outpatient healthcare-related real property. Physicians was organized by, and is controlled by,\nIvie, and intends to partner with physician groups and healthcare operators to structure physician-aligned ownership vehicles designed\nto create stable, recurring net-lease income streams.

Physicians’ business model centers on acquiring and holding income-producing\nhealthcare real estate leased on a long-term, net-lease basis to healthcare operators, with an emphasis on assets supported by essential\nclinical services and favorable demographic, reimbursement, and utilization characteristics. Because Physicians is led by individuals\nwith clinical and healthcare-operating experience, it seeks to integrate clinical, operational, and real estate considerations into its\ninvestment strategy. Physicians conducts its business through its wholly owned subsidiary, PC Indiana Carmel LLC, an Indiana limited liability\ncompany, and, other than the Property and its related contractual and financing arrangements, Physicians has no other operations or revenues\nand has no employees.

Physicians has acquired, owns,\nand is operating the commercial real property located at 14585 Hazel Dell Parkway, Carmel, Indiana 46033 (the \"Property\").

The Business Combination is\nstructured as a share exchange in which PCMC will acquire all of the outstanding equity interests of Physicians. In exchange for their\nequity interests in Physicians, the Physicians equityholders will receive shares of PCMC common stock. Following the Closing, Physicians\nwill become a wholly owned subsidiary of PCMC, and PCMC will remain the publicly traded parent company. For accounting purposes, the Business\nCombination is expected to be treated as a reverse merger or recapitalization, with Physicians deemed to be the accounting acquirer.

Upon consummation of the Business\nCombination, on a fully diluted, as-converted basis, the shareholders of Physicians are expected to own approximately 80% of the combined\ncompany's outstanding common stock, and the remaining approximately 20% is expected to be held by non-Physicians holders, consisting of\napproximately 13.9% held by the pre-existing shareholders of PCMC and approximately 6.1% held by Specialty Capital Lenders LLC upon conversion\nof its Series B-1 Convertible Preferred Stock. The Business Combination is subject to, among other things, the receipt of all required\nregulatory approvals and the satisfaction or waiver of the other closing conditions described in the Share Exchange Agreement filed as\nExhibit 2.1 to this Registration Statement. No vote of PCMC stockholders is required in connection with the Business Combination. Each\nPhysicians stockholder has executed the Share Exchange Agreement or a joinder thereto.

PCMC's board of directors has unanimously determined that the Business\nCombination and the transactions contemplated by the Share Exchange Agreement are advisable, fair to, and in the best interests of PCMC\nand its shareholders. No vote of PCMC stockholders is being solicited in connection with the Business Combination. See “Approval\nof the Business Combination by the PCMC Board” beginning on page 26.

Summary of the Property, Tenant, and Lease

Physicians through its wholly\nowned subsidiary, PC Indiana Carmel LLC, an Indiana limited liability company, acquired the Property on October 28, 2025 located at 14585\nHazel Dell Parkway, Carmel, Indiana from Ophin LLC, an Indiana limited liability company. The Property operates in two categories of clinical\nservices: emergency room (“ER”) facilities and urgent care centers. ER facilities are licensed hospital-based emergency departments\nequipped and staffed to provide evaluation and treatment for life-threatening or potentially serious medical conditions on a 24/7 basis,\nincluding trauma, cardiac events, respiratory distress, and other acute presentations requiring advanced diagnostics or immediate intervention.\nUrgent care centers provide non-emergent, walk-in medical services for conditions that require timely attention but are not life-threatening,\nsuch as minor injuries, infections, and routine diagnostic needs. Urgent care centers generally operate with extended but limited hours\nand offer lower-acuity clinical services compared to ER facilities.

The distinction between these\nclinical services does not affect the Company’s operational model, any applicable reimbursement structure, and regulatory requirements\nas the Property is subject to a Lease.

The Property means (a) the Land, (b) the Improvements, (c) all of right,\ntitle and interest in and to all appurtenances benefiting or pertaining to the Land and/or the Improvements, including all right, title,\nand interest in and to all streets, alleys, rights-of-way, or easements adjacent to or benefitting the Land, and all strips or pieces\nof land abutting, bounding, or adjacent to the Land, (d) the Personal Property, (e) the Intangible Property, (f) the right, title, and\ninterest in and to certain Assumed Service Contracts at the time Physicians acquired the Property, and (g) the right, title, and interest\nin and to any Leases, including all Deposits thereunder.

The acquisition of the Property\nrepresented a purchase price of $12,250,000 plus $433,972 in costs and fees. The purchase price was allocated based on relative fair value\nto land of $1,300,000 and buildings acquisition cost (consisting of the $12,250,000 purchase price plus $433,972 in capitalized transaction\ncosts) was financed by (a) $8,210,000, five (5) year Academy Bank Loan which bears interest at 6.25% and repayable in monthly payments\nof principal and interest based on a 25 year amortization period, (b) $2,097,000 funds from SAFEs or equity advance agreements (collectively\n“SAFEs”) , (c) $1,341,972 funds from related party loans, (d) $790,000 seller financing from the property seller Ophin LLC,\nwhich was personally guaranteed by Ivie, and has since been satisfied in full and is no longer outstanding, and (e) accrued expenses of\n$245,000. The costs and fees associated with the acquisition of the Property of $39,160 with the Academy Bank Loan and $435,153 related\ncosts and fees were capitalized as part of the cost of the Property.

The Property was constructed in 2019 and completed in 2020 and is situated\non approximately 1.9 acres of land and has approximately 11,845 rentable square feet. The Property is leased under the Lease dated November\n30, 2018 by and between EQ Hazel Development, LLC, an Indiana limited liability company, Thomas W. Moore, Trustee of the Joan M. Moore\nTrust dated December 2, 2016; and Four Moore Investments, LLC, as tenants in common (collectively, \"Landlord\") and Intuitive\nHealth of Hamilton County, LLC, a Delaware limited liability company (\"Tenant\"), as amended by a First Amendment to Lease dated\nApril 2019, by a Second Amendment to Lease dated September 23, 2020, a Third Amendment to the Lease dated October 13, 2025, and a Commencement\nDate Certificate and Lease Amendment dated May 11, 2020 which has a remaining initial term of approximately fourteen (14) years, expiring\non May 31, 2040, with four (4) options to extend the term for a five (5) year option term, at the Tenant's election, for a maximum total\nremaining term (including all renewal options) of approximately thirty-four (34) years. The Carmel, Indiana building report reflects that\nthe commercial certificate of occupancy was issued to “Intuitive Riverview Hazel Dell Urgent Care, 14585 Hazel Dell Pkwy”\nduring the April 1- 30, 2020 period, with an issue date of April 2020.

The Tenant entered into a Sublease Agreement on November 30, 2018 by\nand between Intuitive Health of Hamilton County, LLC (\"Sublessor\") and Riverview Health, an Indiana county hospital (\"Subtenant\")\nfor the Property. The term of the Sublease Agreement is the same as the Lease. The Lease, as amended, and Sublease are structured as a\ntriple-net lease, meaning that the Tenant is responsible for substantially all operating expenses, including real estate taxes, insurance,\nutilities, maintenance, repairs, and certain capital expenditures. The Property was delivered to the Sublessor on April 29, 2020 and the\nCommencement Date occurred on May 29, 2020, with the first full month of rent commencing June 1 , 2020. The Company currently receives\na fixed current annual base rent of $794,788, currently payable in monthly installments of $66,232.35, with rent escalations.

The Lease was assigned to\nthe Company on October 28, 2025, concurrently with the Company’s acquisition of the property located at 14585 Hazel Dell Parkway,\nCarmel, Indiana (Parcel No. 29-10-22-022-003.000-018) (the “Property”). The Company financed the acquisition through a combination\nof senior mortgage debt, SAFE financing, related-person loans, seller financing and deferred accrued expenses. These sources provided\napproximately $12.7 million of acquisition-related financing in connection with the $12.25 million purchase price of the Property. For\na detailed description of each financing source, including principal amounts, interest rates, maturities, and repayment terms, see\n“Physicians Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital\nResources.”

Summary of Pro Forma Capitalization

The following table presents\na summary of the pro forma capitalization of the combined company as of June 30, 2026, after giving effect to the Business Combination\nand the financing transactions described herein. This summary should be read in conjunction with the more detailed Unaudited Pro Forma\nCombined Financial Information and the accompanying notes included elsewhere in this Information Statement/Prospectus.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Capitalization Item	Amount
Total debt (Academy Bank Loan, related-party loans; excludes seller financing, which has been satisfied in full)	$	10,270,560
Accrued expenses	$	356,173
Other liabilities	$	595,706
Total liabilities	$	11,222,439
Total stockholders' equity	$	1,454,582
Total capitalization	$	12,677,021

Risk Factor Summary

An investment in PCMC's common\nstock involves a high degree of risk. The following is a summary of the principal risks associated with the Business Combination and the\ncombined company. You should carefully review the full \"Risk Factors\" section beginning on page 30 of this Information\nStatement/Prospectus before making any investment decision.

PCMC is a shell company with no current operations, no revenues, and no established\noperating history.

The combined company's revenues will depend entirely on a single property\nand a single tenant, Intuitive Health of Hamilton County, LLC.

The combined company will be highly leveraged, with total acquisition debt\nof approximately $12.68 million against an acquisition price of $12.25 million.

Physicians' SAFEs may convert on terms unfavorable to other stockholders\nand will further dilute existing shareholders.

Our net income is subject to significant volatility due to non-cash fair\nvalue adjustments of our SAFEs and, prior to its elimination effective September 30, 2026, our related-party credit line conversion option.

Related-party loans create conflicts of interest and may not reflect arm's-length\nterms.

There is no well-established public trading market for PCMC's common stock.

PCMC has not obtained a fairness opinion or independent third-party valuation\nin connection with the Business Combination.

The tenant's financial condition is not publicly disclosed, creating credit\nrisk.

Following the Business Combination, one individual is expected to control\napproximately 90% of the combined voting power through super-voting preferred stock, giving him effective control over corporate matters.

Property is subject to ADA, HIPAA, zoning, and healthcare regulatory requirements.

The tax treatment of the Business Combination is uncertain.

PCMC's independent registered public accounting firm has expressed substantial\ndoubt about PCMC's ability to continue as a going concern, and Physicians has limited liquidity.

U.S. Federal Income Tax Considerations

For a discussion summarizing\ncertain U.S. federal income tax considerations of the Business Combination, please see “Material U.S. Federal Income Tax Considerations.”

Smaller Reporting Company

PCMC is a “smaller reporting company” as defined in Item\n10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among\nother things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day\nof the fiscal year in which (i) the market value of our PCMC Common Stock held by non-affiliates exceeds $250 million as of the prior\nJune 30 and our annual revenue exceeded $100 million during such completed fiscal year, or (ii) the market value of our PCMC\nCommon Stock held by non-affiliates exceeds $700 million as of the prior June 30.

Background of the Business Combination

Background of PCMC and Physicians

PCMC was incorporated under the laws of the State of Nevada on October\n26, 2000. Prior to the consummation of the Business Combination, PCMC has been a “shell company,” as defined in Rule 12b-2\nunder the Exchange Act, with no or limited operations, and no revenues or operating assets, since October 1, 2012. Following the consummation\nof the Business Combination, PCMC expects to cease to be a shell company and to conduct the business currently conducted by Physicians\nand its subsidiaries.

Since approximately 2020,\nPCMC’s management and Board of Directors (the “PCMC Board”) have evaluated potential transactions through which PCMC\ncould acquire or combine with an operating business. In considering potential transaction candidates, PCMC generally sought businesses\nwith identifiable operating assets, existing or anticipated cash flows and the potential to operate as a public company.

Physicians Capital Management Corporation (“Physicians”)\nwas incorporated under the laws of the State of Maryland on January 31, 2025, for the purpose of acquiring, owning and managing medical\nreal estate assets. Physicians, through its wholly owned subsidiary, PC Indiana Carmel LLC, owns the medical real estate property located\nat 14585 Hazel Dell Parkway, Carmel, Indiana 46033 (the “Property”). The Property was acquired on October 28, 2025 for an\naggregate purchase price of approximately $12.25 million and was financed through the debt financing arrangements described elsewhere\nin this Information Statement/Prospectus. For additional information regarding the acquisition and financing of the Property, see “Physicians\nManagement’s Discussion and Analysis of Financial Condition and Results of Operations—Sources of Liquidity and Financing Arrangements”\nbeginning on page 62.

Initial Discussions and Evaluation of a Potential\nTransaction

In June 2025, representatives\nof PCMC were introduced to representatives of Physicians by Repository Services LLC, which identified Physicians as a potential business\ncombination candidate. During June and July 2025, representatives of PCMC and Physicians engaged in preliminary discussions concerning\nthe respective businesses, capitalization and strategic objectives of the parties and the possibility of a potential business combination.

In connection with its evaluation\nof Physicians, PCMC considered, among other matters, Physicians’ ownership of medical real estate assets, the lease arrangements\nrelating to the Property, Physicians’ existing indebtedness and financing requirements and the potential benefits and risks associated\nwith combining Physicians with a publicly reporting company.

On August 30, 2025 and October\n24, 2025, PCMC advanced $33,000 and $130,000, respectively, to Physicians, for an aggregate original principal amount of $163,000. The\nadvances were evidenced by promissory notes bearing interest at a rate of 10% per annum and payable on demand or, if not earlier demanded,\non March 31, 2026 (collectively, the “Physicians Note”), which was subsequently extended.

On March 31, 2026, effective\nas of February 15, 2026, PCMC and Specialty Capital Lenders LLC (“Specialty”) entered into a Note Transfer and Debt Settlement\nAgreement pursuant to which PCMC assigned the Physicians Note to Specialty. At the time of the assignment, the Physicians Note had an\noutstanding principal balance of $163,000 and accrued interest of $5,545, for an aggregate assigned receivable of $168,545. The amount\nof the assigned receivable was credited against indebtedness owed by PCMC to Specialty under PCMC’s $350,000 promissory note described\nelsewhere in this Information Statement/Prospectus. Following the assignment, PCMC no longer had any amount receivable under the Physicians\nNote, and Physicians’ obligations under the Physicians Note became payable to Specialty.

As discussions concerning\na potential business combination progressed, representatives of PCMC conducted due diligence regarding Physicians and its business, including\na review of the Property, the lease relating to the Property (the “Lease”), the financial condition of the tenant under the\nLease (the “Tenant”) and Physicians’ outstanding indebtedness and other financing arrangements, including the Academy\nBank Loan, the SAFEs and the Related-Party Loans described elsewhere in this Information Statement/Prospectus. Concurrently, Physicians\nconducted applicable due diligence of PCMC as a shell issuer.

On or about February 23, 2026,\nthe PCMC Board met with management to discuss Physicians and a potential transaction. At the meeting, management presented an overview\nof Physicians and the proposed transaction, including preliminary considerations regarding valuation, transaction structure and the anticipated\ncapitalization of PCMC following the transaction. Following discussion, the PCMC Board authorized management to continue negotiations\nwith Physicians regarding a potential transaction.

Following the February 23,\n2026 meeting, representatives of PCMC and Physicians, together with their respective advisors, continued to negotiate the principal terms\nof the proposed transaction, including the amount and form of consideration to be issued to the Physicians stockholders, the allocation\nof the post-transaction capitalization of PCMC between the pre-transaction PCMC stockholders and the Physicians stockholders, the treatment\nof outstanding indebtedness and other securities and obligations of each party, and post-Closing governance arrangements. During this\nperiod, the parties and their respective representatives also continued their legal and business due diligence and negotiated the definitive\nterms of the Share Exchange Agreement. The PCMC Board received periodic updates from management regarding the status of the negotiations.

Entry into the Share Exchange Agreement

On June 30, 2026, following\nnegotiations between the parties, PCMC entered into the Share Exchange Agreement with Physicians, Ivie, and each Employee Stockholder\nwho may become a party thereto will be required to execute a joinder to the Share Exchange Agreement (collectively with Ivie, the “Physicians\nStockholders”).

Pursuant to the Share Exchange Agreement,\nat the Closing of the transactions contemplated thereby (the “Closing”), the Physicians Stockholders will transfer to PCMC\nall 10,000,000 issued and outstanding shares of Physicians common stock, including all shares issued pursuant to the Permitted Employee\nEquity Grants, as reflected on the final Seller Allocation Schedule, and excluding any shares surrendered to Physicians and not reissued\nprior to the Closing (the “Physicians Shares”). In consideration for the Physicians Shares, PCMC will issue to the Physicians\nStockholders an aggregate of (i) 68,566,368 shares of PCMC common stock, par value $0.001 per share (“PCMC Common Stock”),\nand (ii) 24,913,918 shares of PCMC Preferred Stock, par value $0.001 per share (“PCMC Preferred Stock”), consisting of 1,000,000\nshares of Series A Voting Preferred Stock, 15,942,612 shares of Series B-1 Convertible Preferred Stock and 7,971,306 shares of Series\nB-2 Convertible Preferred Stock (collectively, the “Exchange Shares”).

The Exchange Shares will be\nallocated among the Physicians Stockholders in accordance with the Seller Allocation Schedule to the Share Exchange Agreement. Any shares\nof PCMC Common Stock allocated to Employee Stockholders will reduce, on a share-for-share basis, the shares of PCMC Common Stock otherwise\nissuable to Ivie and will not increase the aggregate number of Exchange Shares. Unless otherwise agreed by the parties, Employee Stockholders\nwill receive only PCMC Common Stock, and all shares of PCMC Preferred Stock included in the Exchange Shares will be issued to Ivie.

The 68,566,368 shares of PCMC\nCommon Stock included in the Exchange Shares are being registered under the Securities Act pursuant to the Registration Statement of which\nthis Information Statement/Prospectus forms a part. The shares of PCMC Preferred Stock included in the Exchange Shares are not being registered\nunder the Securities Act and will be issued to Ivie in reliance on the exemption from registration provided by Section 4(a)(2) of the\nSecurities Act. Any shares of PCMC Common Stock subsequently issued upon conversion of such PCMC Preferred Stock will likewise be unregistered\nupon issuance unless separately registered under the Securities Act.

At the Closing, PCMC will\nalso issue to Specialty 3,750,000 shares of Series B-1 Convertible Preferred Stock pursuant to the Specialty Note Cancellation and Release\nAgreement in full satisfaction, cancellation and discharge of both the Specialty Note owed by PCMC and the Physicians Note owed by Physicians,\ntogether with the related rights specified therein. Such shares are separate from, and are not included in, the Exchange Shares.

Immediately following the\nClosing, after giving effect to the Business Combination and the other transactions reflected in the Closing Capitalization Schedule and\non a fully diluted, as-converted basis, the Physicians Stockholders are expected to hold approximately 80.0% of the outstanding PCMC Common\nStock, Specialty is expected to hold approximately 6.1% and PCMC’s pre-Closing stockholders are expected to hold approximately 13.9%.

The aggregate number of Exchange\nShares is fixed. The issuance of Physicians common stock to Employee Stockholders under the Physicians Capital Management Corporation\n2026 Restricted Stock Plan, and any conversion of Physicians SAFEs or other convertible instruments prior to the Closing, will affect\nonly the allocation of the Exchange Shares among the Physicians Stockholders and will not increase the aggregate Exchange Shares or alter\nthe approximately 80.0% aggregate fully diluted ownership percentage represented by the Exchange Shares.

The Share Exchange Agreement\ncontains representations and warranties of PCMC, Physicians, Ivie and, to the extent applicable, the Employee Stockholders; covenants\nrelating to the conduct of the parties prior to the Closing; conditions to the parties’ respective obligations to consummate the\nBusiness Combination; indemnification provisions; and termination provisions, in each case as more fully described below.

The Share Exchange Agreement, as originally\nexecuted, also contemplated the execution of a Voting Agreement and a Lock-Up Agreement and included the execution and delivery of such\nagreements among the conditions to the obligations of Physicians and Ivie to consummate the Closing. Physicians and Ivie have waived those\nrequirements, and PCMC, Physicians and Ivie have amended the terms of the PCMC Preferred Stock to be issued in the Business Combination,\nin each case pursuant to Amendment No. 1 and Waiver to Share Exchange Agreement, dated as of October 1, 2026 (the “Amendment”).\nAccordingly, no Voting Agreement or Lock-Up Agreement will be entered into in connection with the Business Combination, and the execution\nand delivery of such agreements will not be conditions to the Closing. A copy of the Amendment is filed as Exhibit 2.2 to the Registration\nStatement of which this Information Statement/Prospectus forms a part.

The representations and warranties\ncontained in the Share Exchange Agreement were made only for purposes of that agreement and as of specified dates, were solely for the\nbenefit of the parties to the Share Exchange Agreement and may be subject to limitations agreed upon by the parties, including being qualified\nby confidential disclosure schedules provided in connection with the execution of the Share Exchange Agreement. Such representations and\nwarranties may have been made for purposes of allocating contractual risk among the parties rather than establishing matters as facts\nand may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly,\ninvestors should not rely on the representations and warranties or any descriptions thereof as characterizations of the actual state of\nfacts or condition of PCMC, Physicians or any other person.

The foregoing description\nof the Share Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the\nShare Exchange Agreement, which is filed as Exhibit 2.1 to the Registration Statement of which this Information Statement/Prospectus forms\na part, and the Amendment, which is filed as Exhibit 2.2 thereto.

Reasons for the Business Combination

In evaluating the Business\nCombination and determining to approve the Share Exchange Agreement and the transactions contemplated thereby, the PCMC Board considered\na number of factors that it believed supported its decision, including the following:

Operating business and identifiable assets. Following the Business Combination, PCMC will own, indirectly\nthrough Physicians and its subsidiaries, an operating business with an identifiable medical real estate asset.

Existing lease and contractual rental revenue. The Property is subject to the Lease, which provides Physicians\nwith a contractual source of rental revenue. The Lease is structured as a triple-net lease pursuant to which the Tenant is responsible\nfor substantially all property-level operating expenses, subject to the terms and limitations of the Lease.

Transition from shell company status. The Business Combination provides PCMC with an opportunity to transition\nfrom a shell company to an operating company through the acquisition of Physicians.

Potential for future growth. The PCMC Board considered Physicians’ stated strategy of pursuing additional\nacquisitions of medical office and other healthcare-related real estate assets following the Business Combination, although there can\nbe no assurance that Physicians or the combined company will identify or consummate any such acquisitions.

Characteristics of the underlying market. The PCMC Board considered management’s view regarding\ndemand for medical office and healthcare-related real estate and the potential for such properties to generate recurring rental income.

Financing structure. The PCMC Board considered the terms of Physicians’ existing financing arrangements,\nincluding the fixed interest rate applicable to the Academy Bank Loan, as well as the amount of leverage that will remain outstanding\nfollowing the Business Combination.

Consistency with PCMC’s transaction objectives. The PCMC Board believed that Physicians generally\nsatisfied the criteria PCMC had considered in evaluating potential transaction candidates, including the existence of identifiable assets\nand cash flows and the potential to establish an operating public company.

The PCMC Board also considered\na number of potentially negative factors and risks associated with the Business Combination, including, among others:

the combined company’s substantial indebtedness and resulting debt-service obligations;

the concentration of the combined company’s business in a single material real estate asset and\na single Tenant;

risks relating to the Tenant’s financial condition and ability to perform its obligations under\nthe Lease;

the limited operating history of Physicians;

the absence of an independent third-party valuation of Physicians or the Property;

the absence of a fairness opinion from an independent financial advisor;

the substantial dilution to PCMC’s existing stockholders resulting from the issuance of the Exchange\nShares;

the change in control of PCMC that will result from the Business Combination, including the voting control\nexpected to be held by Ivie;

the interests of certain directors, officers, stockholders, advisors and related parties in the Business\nCombination that may differ from, or be in addition to, those of PCMC’s unaffiliated stockholders; and

the risks associated with PCMC’s status as a shell company and the securities-law and market-related\nrestrictions applicable to securities of former shell companies.

After considering these and\nother factors, the PCMC Board determined that, on balance, the potential benefits of the Business Combination outweighed the risks considered\nby the PCMC Board and approved the Share Exchange Agreement and the transactions contemplated thereby.

The foregoing discussion of\nthe factors considered by the PCMC Board is not intended to be exhaustive. In view of the variety of factors considered in connection\nwith its evaluation of the Business Combination, the PCMC Board did not consider it practicable to, and did not, quantify or otherwise\nassign relative weights to the specific factors considered in reaching its determination. Individual directors may have given different\nweights to different factors.

See “Risk Factors” for a discussion\nof certain risks relating to the Business Combination and the combined company.

Description of the Transaction Structure

The Business Combination will\nbe effected pursuant to the Share Exchange Agreement as a contractual exchange of all of the outstanding capital stock of Physicians for\nsecurities of PCMC. Upon completion of the Business Combination:

PCMC will acquire all of the then issued and outstanding shares of Physicians common stock;

PCMC will issue an aggregate of 68,566,368 shares of PCMC Common Stock to the Physicians Stockholders\nin accordance with the Seller Allocation Schedule;

PCMC will issue an aggregate of 24,913,918 shares of PCMC Preferred Stock, consisting of 1,000,000 shares\nof Series A Voting Preferred Stock, 15,942,612 shares of Series B-1 Convertible Preferred Stock and 7,971,306 shares of Series B-2 Convertible\nPreferred Stock, which shares will be issued to Ivie unless otherwise agreed by the parties;

Employee Stockholders will receive PCMC Common Stock but, unless otherwise agreed by the parties, no shares\nof PCMC Preferred Stock;

pursuant to the Specialty Note Cancellation and Release Agreement, at\nthe Closing, PCMC will issue to Specialty 3,750,000 shares of Series B-1 Convertible Preferred Stock in full satisfaction, cancellation\nand discharge of all principal, accrued and unpaid interest, and other amounts then owing by both PCMC and Physicians to Specialty, together\nwith the termination and release of the related rights and claims specified in that agreement. The cancellation and release will become\neffective upon the issuance and delivery of the Series B-1 Convertible Preferred Stock to Specialty in accordance with the Specialty Note\nCancellation and Release Agreement. The Specialty Note Cancellation and Release Agreement was executed by PCMC and Specialty on October\n20, 2026, and its effectiveness is contingent upon, and subject to, the occurrence of the Closing; and

PCMC will be required to deliver evidence reasonably satisfactory to Physicians and Ivie that the debt\nconversions, note cancellations, releases, payoff arrangements, settlements and other actions required by the Share Exchange Agreement\nwith respect to PCMC’s pre-Closing indebtedness, convertible securities, warrants, options, SAFEs, side agreements and other equity-linked\nobligations either (i) have been completed before the Closing, (ii) will become effective concurrently with the Closing, or (iii) have\nbeen accurately reflected in the final Closing Capitalization Schedule, in each case in accordance with the applicable agreements and\nthe Share Exchange Agreement.

PCMC’s existing stockholders will continue to own their existing shares of PCMC Common Stock.

Following the Closing, the\nPhysicians Stockholders are expected to hold approximately 80.0% of PCMC Common Stock on a fully diluted, as-converted basis, Specialty\nis expected to hold approximately 6.1% and PCMC’s pre-Closing stockholders are expected to hold approximately 13.9%, in each case\nbased on the assumptions reflected in the Closing Capitalization Schedule.

For purposes of the Share\nExchange Agreement and the Closing Capitalization Schedule, the Series A Voting Preferred Stock, Series B-1 Convertible Preferred Stock\nand Series B-2 Convertible Preferred Stock included in the Exchange Shares are treated as outstanding on a fully diluted, as-converted\nbasis in calculating the approximately 80.0% ownership percentage represented by the Exchange Shares.

The parties intend that the Business Combination constitute a “reorganization”\nwithin the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and have adopted the Share\nExchange Agreement as a plan of reorganization for U.S. federal income tax purposes. However, the Share Exchange Agreement expressly provides\nthat no party makes any representation or warranty that the Business Combination will qualify as a reorganization under Section 368 of\nthe Code, and no assurance can be given as to such treatment. See “Material U.S. Federal Income Tax Considerations” beginning\non page 44.

Board Composition and Control Following the\nBusiness Combination

The Share Exchange Agreement\nprovides that, effective as of the Closing, Quynh Hoa T. Tran, PCMC’s current sole director, will appoint Ivie and such additional\nindividuals as may be designated in writing by Ivie (collectively with Ivie, the “Ivie Designees”) to fill the authorized\nseats on the PCMC Board. PCMC is also required, as a condition to the obligations of Physicians and Ivie to consummate the Business Combination,\nto deliver evidence reasonably satisfactory to Physicians and Ivie that the Ivie Designees have been duly appointed to the PCMC Board,\nthat the officers designated by Ivie have been duly appointed as officers of PCMC and that each incumbent officer or director who will\nnot continue in such capacity following the Closing has delivered a resignation effective as of the Closing.

Because the contemplated change\nin the composition of the PCMC Board may result in a change in a majority of the directors of PCMC other than at a meeting of stockholders,\nthe Share Exchange Agreement requires, to the extent applicable under Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, that\nan information statement containing the disclosures required by Rule 14f-1 be mailed to PCMC stockholders at least ten days prior to the\ndate on which the contemplated change in the composition of the PCMC Board becomes effective. This Information Statement/Prospectus includes\nthe information required by Section 14(f) and Rule 14f-1. PCMC stockholders are not being asked to vote on the contemplated change in\nthe composition of the PCMC Board.

Following the Closing, Ivie\nis expected to beneficially own securities representing a majority of the voting power of PCMC’s outstanding capital stock, including\nas a result of the voting rights of the Series A Voting Preferred Stock to be issued to him in the Business Combination. Accordingly,\nsubject to applicable law and PCMC’s organizational documents, Ivie is expected to have the ability to control the election of directors\nand other matters submitted to PCMC stockholders for approval.

The Share Exchange Agreement, as originally executed, contemplated a\nseparate Voting Agreement addressing certain governance rights, board designation rights and related post-Closing matters. Pursuant to\nthe Amendment , Physicians and Ivie waived the requirement that the Voting Agreement be executed and delivered, and no Voting Agreement\nwill be entered into in connection with the Business Combination. Ivie’s anticipated control of PCMC following the Closing will\ninstead arise from his beneficial ownership and voting power with respect to PCMC capital stock, including the Series A Voting Preferred\nStock, and not from a separate voting agreement among securityholders.

Restrictions on Resale

The Share Exchange Agreement, as originally executed, contemplated a\nLock-Up Agreement applicable to Ivie, the Employee Stockholders and certain other PCMC securityholders. Pursuant to the Amendment, Physicians\nand Ivie waived the requirement that the Lock-Up Agreement be executed and delivered. Accordingly, no contractual lock-up agreement will\nbe entered into in connection with the Business Combination.

The absence of a contractual lock-up does not eliminate\nrestrictions on resale imposed by applicable federal and state securities laws. A holder’s ability to resell PCMC securities following\nthe Closing will depend on, among other things, whether the securities are registered under the Securities Act, whether the holder is\nan affiliate of PCMC or the combined company at the time of resale, whether the securities are restricted securities, whether Rule 144\nis available, and whether another exemption from registration is available.

The shares of PCMC Common\nStock included in the Exchange Shares are being registered pursuant to the Registration Statement of which this Information Statement/Prospectus\nforms a part. The shares of PCMC Preferred Stock to be issued to Ivie, and any shares of PCMC Common Stock issued upon conversion thereof,\nwill be unregistered securities and may not be resold absent registration or an available exemption from registration.

In addition, because PCMC\nwas previously a shell company and, following the Closing, will be a former shell company, Rule 144 under the Securities Act will not\nbe available for the resale of securities of PCMC unless and until the conditions specified in Rule 144(i) are satisfied. Those conditions\ninclude that PCMC has ceased to be a shell company, is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange\nAct, has filed all reports and other materials required to be filed under Section 13 or Section 15(d), as applicable, during the preceding\n12 months, or for such shorter period that PCMC was required to file such reports and materials, other than Form 8-K reports, and at least\none year has elapsed since PCMC filed current “Form 10 information” with the SEC reflecting its status as an entity that is\nno longer a shell company.

Sales of PCMC Common Stock\nfollowing the Closing, including sales by PCMC’s pre-Closing stockholders and, when legally permissible, the former Physicians stockholders,\ncould adversely affect the market price of PCMC Common Stock. See “Securities Act Restrictions on Resale of PCMC Common Stock”\nand “Risk Factors—Liquidity and Market Risks.”

Related-Party Interests and Conflicts

In considering the Business\nCombination, PCMC stockholders should be aware that certain directors, officers, stockholders, advisors and other related parties of PCMC\nand Physicians have interests in the Business Combination that may differ from, or be in addition to, the interests of PCMC’s unaffiliated\nstockholders generally.

These interests include the following:

\n\n\n

Related-Party Loans.\nIvie Health Consultants, a Tennessee unincorporated entity controlled\nby Ivie, has made loans to Physicians having an aggregate principal amount of approximately $1.341 million. The Related-Party Loans will\nbe treated in connection with the Business Combination as described elsewhere in this Information Statement/Prospectus and included, prior\nto September 30, 2026, conversion provisions pursuant to which the lender could convert the applicable indebtedness on terms that were\n5% more favorable than those applicable to Physicians’ SAFE holders, together with an adjustment mechanism intended to preserve\nsuch differential; those conversion provisions were eliminated by an amendment to the Related-Party Loans effective September 30, 2026,\nand the Related-Party Loans are no longer convertible into equity securities. See “Certain Relationships and Related Person Transactions—Physicians—Related-Party\nLoans” beginning on page 71.

\n\n\n

Post-Closing Management and Control.\nIvie is expected to serve\nas Chairman and Chief Executive Officer of PCMC following the Closing and is expected to beneficially own securities representing a majority\nof PCMC’s voting power. Accordingly, Ivie is expected to have the ability to control the election of directors and other matters\nsubmitted to PCMC stockholders for approval.

\n\n\n

Series A Voting Preferred Stock.\nIvie will receive 1,000,000 shares of Series A Voting Preferred Stock\nin connection with the Business Combination. The Series A Voting Preferred Stock has voting rights that differ materially from those of\nPCMC Common Stock and will provide Ivie with substantial voting control following the Closing. See “Description of Capital Stock—Preferred\nStock” beginning on page 72.

Specialty Note Cancellation and Related Interests.\nAt the Closing, pursuant to the Specialty Note Cancellation and Release\nAgreement, PCMC will issue 3,750,000 shares of Series B-1 Convertible Preferred Stock to Specialty in full satisfaction, cancellation\nand discharge of all principal, accrued and unpaid interest, and other amounts then owing under the Specialty Note and the Physicians\nNote (two promissory notes made by Physicians in the aggregate principal amount of $163,000, originally payable to PCMC and assigned to\nSpecialty under the Note Transfer and Debt Settlement Agreement dated March 31, 2026), together with the related rights and claims specified\nin that agreement. That agreement also gives Specialty a most-favored-nation right, for up to three years after the Closing, to elect\nany more favorable term (including conversion, lock-up, voting, dividend, liquidation, anti-dilution and registration rights) that PCMC\ngrants on any series of preferred stock issued for capital-raising purposes after the Closing, other than the Series A Voting Preferred\nStock, the Series B-2 Convertible Preferred Stock, the securities issued to Physicians equityholders in the Business Combination, board-approved\nequity awards and securities issued in arm’s-length financings with unaffiliated persons approved by PCMC’s disinterested\ndirectors , which could require additional share issuances or amendments to the Certificate of Designations. The Specialty Note Cancellation\nand Release Agreement was signed before the filing of this information statement/prospectus and is contingent upon the Closing; if the\nClosing does not occur, the Specialty Note and the Physicians Note will not be cancelled under that agreement and no Series B-1 Convertible\nPreferred Stock will be issued to Specialty under it. Ronald J. Stauber is the manager and controlling member of Specialty and therefore\nhas an indirect material interest in the transaction. Mr. Stauber is also the principal of Stauber Law Offices, which serves as one of\nthe legal counsels to PCMC. Mr. Stauber is also a member of Repository Services LLC, PCMC’s majority and controlling stockholder\nwithin the meaning of Item 404 of Regulation S-K; because of these relationships, the Specialty Note cancellation and the proposed issuance\nof the Series B-1 Convertible Preferred Stock present potential conflicts of interest in connection with the negotiation, approval and\nconsummation of the Specialty Note and Physicians Note cancellation and the related issuance of the Series B-1 Convertible Preferred Stock.

These relationships and interests may create actual or potential conflicts\nof interest in connection with the Business Combination. For additional information, see “Certain Relationships and Related Person\nTransactions” beginning on page 70.

Approval of the Business Combination by the\nPCMC Board

On June 30, 2026, the PCMC\nBoard met to consider the proposed Business Combination and the definitive Share Exchange Agreement. After considering the matters described\nunder “Reasons for the Business Combination” and consulting with its legal and other advisors, the PCMC Board unanimously:

determined that the Share Exchange Agreement and the transactions contemplated thereby were advisable\nand in the best interests of PCMC and its stockholders;

approved the Share Exchange Agreement and the transactions contemplated thereby; and

determined that, based on the structure of the Business Combination and applicable Nevada law and PCMC’s\norganizational documents, no approval of PCMC’s stockholders was required to authorize the Business Combination.

The PCMC Board did not obtain\na fairness opinion from an independent financial advisor or an independent third-party valuation of Physicians, the Property, the Lease\nor the consideration to be issued in the Business Combination. The PCMC Board’s determination was based on the information available\nto it and the factors it considered in connection with its evaluation of the Business Combination, including the factors described above\nunder “Reasons for the Business Combination.”

Accordingly, PCMC stockholders should not interpret the PCMC Board’s\napproval of the Business Combination as being based upon an independent determination of the financial fairness of the consideration to\nbe issued. See “Risk Factors—PCMC has not obtained a fairness opinion or independent valuation in connection with the Business\nCombination.”

Regulatory Matters

The parties are not aware\nof any material governmental consent or approval that is required as a condition to consummation of the Business Combination, other than\nthe effectiveness under the Securities Act of the Registration Statement of which this Information Statement/Prospectus forms a part and\nsuch filings or notifications as may be required in connection with related corporate actions.

The SEC has not approved or\ndisapproved the securities to be issued in connection with the Business Combination or passed upon the adequacy or accuracy of this Information\nStatement/Prospectus. Any representation to the contrary is a criminal offense.

The effectiveness of the Registration\nStatement of which this Information Statement/Prospectus forms a part is a condition to the consummation of the Business Combination under\nthe Share Exchange Agreement.

Hart-Scott-Rodino Act

Based on the transaction value\nand the parties’ analysis of the applicable thresholds and requirements, the parties have determined that the Business Combination\ndoes not require a premerger notification filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the rules\npromulgated thereunder.

Indiana Regulatory Matters

The Business Combination will\noccur at the ownership level of Physicians and will not itself result in a transfer of title to the Property or an assignment of the Lease.\nThe Property and Lease will continue to be held by PC Indiana Carmel LLC, a wholly owned subsidiary of Physicians, following the Closing.

Based on the structure of\nthe Business Combination, the parties do not believe that any material Indiana healthcare regulatory consent, approval or notification\nis required as a condition to consummation of the Business Combination.

FINRA and OTCID Market

PCMC Common Stock is currently\nquoted on the OTC Markets Group Inc. OTCID market under the symbol “PCMC.”

The Business Combination,\nand certain company-related actions that may be effected in connection with or following the Business Combination, including any change\nin PCMC’s corporate name, trading symbol, CUSIP number, outstanding share capitalization or other action within the scope of FINRA\nRule 6490, may require PCMC to submit a Company-Related Action Notification and supporting documentation to FINRA. Certain company-related\nactions effected in connection with or following the Business Combination, including any change in PCMC’s corporate name, trading\nsymbol or other action within the scope of FINRA Rule 6490, may require the submission of a Company-Related Action Notification to FINRA.\nFINRA’s processing of any such corporate action is separate from the consummation of the Business Combination, and the Business\nCombination is not conditioned upon FINRA’s processing of any such corporate action.

PCMC does not expect OTC Markets\nGroup Inc. to separately approve the Business Combination. PCMC will, however, remain subject to applicable SEC reporting requirements\nand applicable OTC Markets requirements and applicable OTC rules and policies following the Closing.

Following consummation of\nthe Business Combination, PCMC expects to file a Current Report on Form 8-K containing the information required by Item 2.01(f) of Form\n8-K regarding PCMC’s status as an entity that has ceased to be a shell company. See “Shell Company Status and Post-Closing\nSEC Filing Requirements.”

The SEC may issue comments\non, or request additional information in connection with, the Registration Statement of which this Information Statement/Prospectus forms\na part. Any such review may require PCMC to amend the Registration Statement or provide supplemental information and could delay the effectiveness\nof the Registration Statement and, consequently, the consummation of the Business Combination.

Stockholder Approval

Physicians Stockholders

The Business Combination is\nstructured as a contractual acquisition by PCMC of all of the outstanding shares of Physicians from the holders thereof pursuant to the\nShare Exchange Agreement and is not being effected as a statutory merger or statutory share exchange.

Ivie and each Employee Stockholder,\ncollectively representing 100% of the issued and outstanding capital stock of Physicians immediately prior to the Closing, are or will\nbecome parties to the Share Exchange Agreement and have agreed, in their capacities as stockholders, to transfer all of their Physicians\nShares to PCMC at the Closing, subject to the terms and conditions of the Share Exchange Agreement.

Accordingly, no separate meeting\nof Physicians stockholders or solicitation of proxies from Physicians stockholders is being conducted in connection with the Business\nCombination.

PCMC Stockholders

No vote of PCMC stockholders\nis required or is being solicited to approve the Business Combination.

PCMC’s Articles of Incorporation\nauthorize PCMC to issue up to 500,000,000 shares of PCMC Common Stock and 50,000,000 shares of PCMC Preferred Stock. As of the date of\nthe Share Exchange Agreement, 34,276,816 shares of PCMC Common Stock and no shares of PCMC Preferred Stock were issued and outstanding.

Subject to applicable Nevada\nlaw and PCMC’s Articles of Incorporation, the PCMC Board has authority to issue shares of PCMC Common Stock from PCMC’s authorized\nbut unissued shares and to establish one or more series of PCMC Preferred Stock and determine the rights, preferences and limitations\nthereof. The PCMC Board has approved the designation and issuance of the Series A Voting Preferred Stock, Series B-1 Convertible Preferred\nStock and Series B-2 Convertible Preferred Stock and the issuance of the securities contemplated by the Share Exchange Agreement and the\nSpecialty Note Cancellation and Release Agreement.

Based on the structure of\nthe Business Combination, applicable provisions of the Nevada Revised Statutes and PCMC’s organizational documents, PCMC has determined\nthat no vote of its stockholders is required to authorize the Business Combination or the issuance of the securities contemplated thereby.

Dissenters’ and Appraisal Rights

Physicians Stockholders

The Business Combination is\nbeing effected as a contractual transfer by each Physicians Stockholder of such stockholder’s Physicians Shares pursuant to the\nShare Exchange Agreement and not pursuant to a statutory merger, consolidation or statutory share exchange.

Because each holder of Physicians\ncommon stock has voluntarily agreed, or will agree by joinder, to transfer such holder’s shares pursuant to the Share Exchange Agreement,\nPhysicians stockholders will not have statutory dissenters’ or appraisal rights in connection with the Business Combination.

PCMC Stockholders

No vote of PCMC stockholders\nis being solicited in connection with the Business Combination, and PCMC is not a constituent entity in a statutory merger or statutory\nshare exchange under Chapter 92A of the Nevada Revised Statutes.

Accordingly, PCMC stockholders\nwill not have statutory dissenters’ or appraisal rights under NRS Sections 92A.300 through 92A.500 in connection with the Business\nCombination.

Conditions to Completion of the Business Combination

The respective obligations\nof the parties to consummate the Business Combination are subject to the satisfaction or, to the extent permitted by the Share Exchange\nAgreement and applicable law, waiver of a number of conditions.

The conditions to PCMC’s\nobligation to consummate the Business Combination include, among others:

the representations and warranties of Physicians and Ivie being true and correct as of the applicable\ndates, subject to the standards set forth in the Share Exchange Agreement;

Physicians and Ivie having performed and complied in all material respects with their applicable covenants\nand obligations under the Share Exchange Agreement and delivered the documents required thereunder;

the absence of the force majeure events specified in the Share Exchange Agreement affecting the business\nof Physicians;

the receipt or making of all material consents, waivers, approvals, authorizations and filings required\nof Physicians or Ivie, subject to the materiality standard set forth in the Share Exchange Agreement;

the absence of specified proceedings challenging, seeking damages in connection with, preventing, delaying,\nmaking illegal or otherwise interfering with the Business Combination;

the absence of claims by any person asserting ownership of, or a right to acquire, Physicians equity securities\nor any portion of the PCMC securities to be issued in the Business Combination, other than the rights expressly contemplated by the Share\nExchange Agreement;

Physicians and Ivie having delivered evidence reasonably satisfactory to PCMC that Physicians’ outstanding\nSAFEs and other equity-linked instruments have been converted, cancelled, terminated or otherwise satisfied as contemplated by the Share\nExchange Agreement;

the Registration Statement having been declared effective under the Securities Act, remaining effective\nas of the Closing and not being subject to a stop order or pending SEC proceeding seeking to suspend its effectiveness; and

Physicians having delivered the financial statements, pro forma financial information and other financial\nand business information required for PCMC to timely file its Current Report on Form 8-K containing the information required of an issuer\nthat has ceased to be a shell company.

The conditions to the obligations\nof Physicians and Ivie to consummate the Business Combination include, among others:

the representations and warranties of PCMC being true and correct as of the applicable dates, subject\nto the standards set forth in the Share Exchange Agreement;

PCMC having performed and complied with its applicable covenants and obligations and delivered the documents\nrequired under the Share Exchange Agreement;

the resignation, effective as of the Closing, of each PCMC officer and director who will not continue\nin such capacity following the Closing and the appointment of the Ivie Designees and the officers designated by Ivie;

PCMC having delivered reasonably satisfactory evidence to Physicians\nand Ivie that the treatment of PCMC’s pre-Closing indebtedness, convertible securities, warrants, options, Advance Agreements, side\nagreements and other equity-linked obligations has been completed in accordance with the Share Exchange Agreement and the Closing Capitalization\nSchedule;

PCMC’s transfer agent having received the issuance instructions required by the Share Exchange Agreement;

PCMC will have filed with the Nevada Secretary of State the certificates of designation establishing the\nterms of the Series A Voting Preferred Stock, Series B-1 Convertible Preferred Stock and Series B-2 Convertible Preferred Stock;

the effectiveness of the Specialty Note Cancellation and Release Agreement, dated October 20, 2026, and\nthe execution and delivery of the other closing documents that remain required after giving effect to the Waiver;

the absence of the force majeure events specified in the Share Exchange Agreement affecting PCMC;

the receipt or making of all material consents, waivers, approvals, authorizations and filings required\nof

PCMC, subject to the materiality standard set forth in the Share Exchange Agreement;

to the extent required by Section 14(f) of the Exchange Act and Rule 14f-1 thereunder, the Schedule 14f-1\ninformation statement having been mailed to PCMC stockholders at least ten days before the Closing and the absence of specified unresolved\nSEC proceedings relating thereto;

the absence of specified proceedings challenging or interfering with the Business Combination and claims\nrelating to the ownership of PCMC securities; and

the absence since the date of the Share Exchange Agreement of any trading halt, DTC chill or freeze, global\nlock, caveat emptor designation, shell-risk flag, promotional flag, unresolved SEC comment, FINRA objection, OTC Markets restriction or\nother regulatory, trading, clearance, settlement or market-eligibility event that, in the reasonable judgment of Physicians or Ivie, would\nreasonably be expected to impair the Business Combination, the issuance or resale of the Exchange Shares, the continued quotation or trading\nof PCMC Common Stock or a future uplisting or trading-market application.

The Share Exchange Agreement, as originally executed, also required\nthe execution and delivery of the Voting Agreement and Lock-Up Agreement as conditions to the obligations of Physicians and Ivie to consummate\nthe Closing. Pursuant to the Amendment, Physicians and Ivie have waived those conditions, and neither the Voting Agreement nor the Lock-Up\nAgreement will be entered into in connection with the Business Combination.

The foregoing description\ndoes not purport to be a complete statement of the conditions to the Closing and is qualified in its entirety by reference to the Share\nExchange Agreement, after giving effect to the Amendment.

Termination of the Share Exchange Agreement

The Share Exchange Agreement\nmay be terminated at any time prior to the Closing:

by mutual written consent of PCMC, Physicians and Ivie;

by either PCMC, on the one hand, or Physicians and Ivie, on the other hand, if the Closing has not occurred\non or before the date that is 180 days following June 30, 2026 (the “Outside Date”), unless the terminating party’s\nbreach of the Share Exchange Agreement was a principal cause of, or resulted in, the failure to consummate the Closing by the Outside\nDate;

by either PCMC, on the one hand, or Physicians and Ivie, on the other hand, if the Registration Statement\nhas not been declared effective by the SEC on or before the Outside Date, subject to the limitations set forth in the Share Exchange Agreement;

by either PCMC, on the one hand, or Physicians and Ivie, on the other hand, if a governmental authority\nof competent jurisdiction has issued a final and nonappealable order or enacted or promulgated a law permanently restraining, enjoining\nor otherwise prohibiting the Business Combination, subject to the limitations set forth in the Share Exchange Agreement;

by Physicians and Ivie, if PCMC breaches any representation, warranty, covenant or agreement such that\na condition to the obligations of Physicians and Ivie would not be satisfied and such breach is incapable of cure or is not cured within\nten business days following written notice, subject to the limitations specified in the Share Exchange Agreement;

by PCMC, if Physicians or Ivie breaches any representation, warranty, covenant or agreement such that\na condition to PCMC’s obligations would not be satisfied and such breach is incapable of cure or is not cured within ten business\ndays following written notice, subject to the limitations specified in the Share Exchange Agreement;

by Physicians and Ivie if any condition to their obligations under Article VIII of the Share Exchange\nAgreement, after giving effect to the Waiver, has become incapable of satisfaction before the Outside Date, other than as a result of\na breach by Physicians or Ivie;

by PCMC if any condition to its obligations under Article VII of the Share Exchange Agreement has become\nincapable of satisfaction before the Outside Date, other than as a result of a breach by PCMC;

by Physicians and Ivie if the SEC issues a stop order suspending the effectiveness of the Registration\nStatement, initiates or threatens a proceeding seeking such a stop order, or provides comments or other communications that, in the reasonable\njudgment of Physicians and Ivie, would reasonably be expected to materially delay, impair or prevent the Business Combination or require\nmaterially adverse changes to the structure, economics or governance terms contemplated by the Share Exchange Agreement;

by PCMC if a Material Adverse Effect has occurred with respect to Physicians, or by Physicians and Ivie\nif a Material Adverse Effect has occurred with respect to PCMC; or

by Physicians and Ivie if the certificates of designation, Closing Capitalization Schedule, transfer agent\ninstructions, Specialty Note Cancellation and Release Agreement or any other closing deliverable that remains subject to their approval\nafter giving effect to the Amendment is not in form and substance reasonably satisfactory to Physicians and Ivie on or before the Closing.

Upon a valid termination of\nthe Share Exchange Agreement, the agreement generally will become void and of no further force or effect, subject to specified surviving\nprovisions and except that termination will not relieve any party from liability for fraud, intentional misrepresentation, willful misconduct\nor any breach of the Share Exchange Agreement occurring prior to termination.

The foregoing description\nof the termination provisions does not purport to be complete and is qualified in its entirety by reference to the Share Exchange Agreement,\nafter giving effect to the Amendment.

Expenses and Fees

The total estimated transaction\ncosts associated with the Business Combination are approximately $240,000, consisting of: (i) legal fees: $200,000; (ii) accounting fees:\n$30,000; (iii) SEC filing fees: $1.00; (iv) other costs: $9,999. Except as otherwise expressly provided in the Share Exchange Agreement,\neach party will bear its own costs and expenses incurred in connection with the preparation, execution, and performance of the Share Exchange\nAgreement and the Business Combination, including fees and expenses of agents, representatives, counsel, and accountants. In the event\nthe Share Exchange Agreement is terminated, each party's obligation to bear its own expenses remains subject to any rights such party\nmay have arising from a breach of the Share Exchange Agreement by another party.

RISK\nFACTORS

An investment in PCMC's\ncommon stock involves a high degree of risk. You should carefully consider the risk factors described below, as well as all of the other\ninformation contained in this Information Statement/Prospectus, including the financial statements and related notes, before making an\ninvestment decision. If any of the following risks actually occur, our business, financial condition, results of operations, and prospects\ncould be materially and adversely affected. In that case, the trading price of our common stock could decline, and you may lose all or\npart of your investment.

SHELL COMPANY RISKS

PCMC is a shell company with no operations or revenues and a\nlimited operating history.

PCMC was incorporated in Nevada and currently\noperates as a shell company with no operations, no revenues, and no material assets. For the nine months ended June 30, 2026, Physicians\nincurred a net loss of $1,091,665, and as of June 30, 2026, Physicians' accumulated deficit was $1,276,282; there can be no assurance\nthat the combined company will achieve or sustain profitability in future periods. PCMC has no established current operating history,\nno customer relationships, no proprietary technology or intellectual property, and no employees. As a result, there is no historical financial\ninformation that would provide a basis for evaluating the performance of the combined company. Following the Business Combination, the\ncombined company's performance will be entirely dependent on the operations of Physicians and initially on the revenue generated by the\nProperty. There can be no assurance that the combined company will be profitable or that it will generate sufficient cash flow to service\nits debt obligations, fund its operating expenses, or meet any other financial obligations. The absence of an operating history at PCMC\nmakes evaluation of the Business Combination and investment in the combined company's common stock especially speculative and risky. Investors\nshould be prepared for the possibility that the combined company will not achieve its business objectives, and that they may lose all\nor a substantial portion of their investment.

The report of PCMC’s independent registered public accounting\nfirm contains an explanatory paragraph expressing substantial doubt about PCMC’s ability to continue as a going concern, and Physicians\nhas limited liquidity.

PCMC has no operations or revenues and limited\nassets, and Physicians has limited liquidity: as of June 30, 2026, Physicians had a working capital deficit of $913,058 and a total stockholders’\ndeficit of $1,266,282. The combined company’s ability to continue operating depends on its capacity to secure additional equity\ncapital, roll over existing short-term note obligations, utilize the related-party credit facility from its Chief Executive Officer, or\nsuccessfully complete the Business Combination. Each company has incurred and expects to continue to incur significant costs in connection\nwith its financing and acquisition plans, including the Business Combination. Each of PCMC and Physicians may incur short-term indebtedness\nor obtain advances to fund expenses and other costs associated to complete the Business Combination. If the Business Combination is consummated,\nsuch indebtedness or advances may be repaid from available cash or other funds of the combined company. If PCMC or Physicians is unable\nto raise additional capital, complete the Business Combination, refinance or service debt, or generate sufficient rental income from the\nProperty, the combined company may be unable to continue as a going concern. A going-concern explanatory paragraph may adversely affect\ninvestor confidence, limit access to capital, increase borrowing costs, reduce liquidity in the combined company’s common stock,\nand impair the combined company’s ability to continue operations. The financial statements included elsewhere in this Information\nStatement/Prospectus do not include adjustments that might result if PCMC, Physicians, or the combined company were unable to continue\nas a going concern.

We have identified material weaknesses in\nour internal control over financial reporting. If our remediation of the material weaknesses are not effective, or if we experience additional\nmaterial weaknesses or significant deficiencies in the future or otherwise fail to maintain an effective system of internal controls in\nthe future, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect\ninvestor confidence in us and, as a result, the value of our Common Stock.

Physicians has been a private company with limited\naccounting personnel to adequately execute our accounting processes and other supervisory resources with which to address our internal\ncontrol over financial reporting and, as a result, we may experience difficulty in meeting these reporting requirements in a timely manner.\nTo date, we have never conducted a review of our internal control for the purpose of providing the reports required by the Sarbanes-Oxley\nAct. During our review and testing, we may identify deficiencies and be unable to remediate them before we must provide the required reports.

In connection with the preparation of the Company’s\n2025 financial statements, we and our independent auditors identified a material weakness in our internal control over financial reporting.\nA material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is\na reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected\non a timely basis.

These material weaknesses related to the following:

The Company does not have written documentation\nof their internal control system in accordance with the requirements of the Committee on Sponsoring Organizations (“COSO”)\nor some similarly appropriate internal control methodology.

During 2026, the Company commenced remediation efforts to address the\nidentified material weaknesses, including engaging third-party professionals with whom to consult regarding complex accounting applications.

However, we cannot assure you that these measures\nwill significantly improve or remediate the material weaknesses described above. As of the date of this Registration Statement, the material\nweaknesses have not been remediated.

We may discover additional weaknesses in our system\nof internal financial and accounting controls and procedures that could result in a material misstatement of our financial statements.\nOur internal control over financial reporting will not prevent or detect all errors and all fraud. A control system, no matter how well\ndesigned and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because\nof the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to\nerror or fraud will not occur or that all control issues and instances of fraud will be detected.

Risks related to the Business Combination and shell company transactions\ngenerally.

The Business Combination is structured as a share\nexchange involving a public shell company. Transactions involving public shell companies are subject to heightened SEC scrutiny, including\nwith respect to the adequacy of disclosures, the financial statements of the operating company, internal control matters, related-party\ntransactions, and the combined company's status as a non-shell operating company following the Closing. Any SEC comments, requests for\nadditional information, or delays in declaring the Registration Statement effective could increase transaction costs, require amendments\nto the transaction documents or disclosure, delay the Closing, or prevent the Business Combination from being completed. Following the\nClosing, any failure to comply with applicable reporting, internal control, governance, or current-information requirements could result\nin regulatory action, reduced liquidity, impaired access to capital, or a decline in the trading price of the combined company's common\nstock.

The Business Combination may be deemed to involve a sale of securities\nto PCMC shareholders under Rule 145a, which could increase regulatory requirements, liability exposure, costs, and delay.

Because PCMC is a reporting shell company, Rule\n145a under the Securities Act applies to the Business Combination. Rule 145a provides that a direct or indirect business combination of\na reporting shell company, other than a business-combination-related shell company, involving another entity that is not a shell company\nis deemed to involve an offer and sale of securities to the reporting shell company's shareholders. Accordingly, the deemed sale must\nbe registered under the Securities Act unless an exemption is available. PCMC is registering the deemed sale on this Form S-4.

Compliance requires additional disclosure, financial\nstatements, diligence, review, and registration procedures and which will increase costs of the Business Combination and could delay its\nconsummation. Because PCMC does not consider the Business Combination to be a “de-SPAC transaction” as defined in Item 1601\nof Regulation S-K, Physicians has not been designated as a co-registrant on this Form S-4, and its directors and executive officers are\nnot required to sign the Registration Statement solely by reason of Rule 145a.

Our shares may be subject to trading restrictions applicable\nto shell company securities.

Under Rule 144 of the Securities Act, the resale of securities issued\nby a current or former shell company may be subject to additional restrictions. Rule 144 generally is not available for the resale of\nsecurities initially issued by a company that is or previously was a shell company unless the company (i) has ceased to be a shell company;\n(ii) is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; (iii) has filed all reports and other materials\nrequired to be filed under Section 13 or 15(d), as applicable, during the preceding 12 months, other than Form 8-K reports; and (iv) has\nfiled current Form 10 information reflecting its status as an entity that is no longer a shell company at least one year before the proposed\nresale. In addition, affiliates of PCMC or Physicians and certain other persons who receive securities in the Business Combination may\nbe subject to the resale limitations of Rule 145. In a transaction involving a shell company, Rule 145 may deem a person who publicly\noffers or sells securities received in the transaction to be engaged in a distribution and therefore to be an underwriter. Accordingly,\nto the extent applicable, the resale by any recipient of securities issued in the transaction shall be subject to Rule 145(d) under the\nSecurities Act and the applicable conditions of Rule 144, including current-public-information, holding-period, volume, manner-of-sale\nand notice requirements. Such persons may be unable to resell those securities unless the resale is registered or satisfies the applicable\nconditions of Rule 145 and Rule 144. These restrictions may reduce the liquidity of the combined company's securities and require affected\nshareholders to hold their securities for an extended period.

As a former shell company, the combined company may be ineligible\nto use certain Securities Act forms and exemptions, which could limit capital-raising flexibility and shareholder liquidity.

Following the Business Combination, the combined company will be a former\nshell company and will be subject to limitations under the federal securities laws that do not apply to many operating public companies.\nThese limitations may include delayed eligibility to use Form S-3 and Form S-8, limitations on reliance on Rule 144 for resales of restricted\nsecurities, and ineligibility for specified periods to qualify as a well-known seasoned issuer or use free writing prospectuses .\nThese restrictions could impair the combined company's ability to raise capital efficiently, register securities for employee benefit\nplans, or facilitate resales by shareholders, and any resulting delay in accessing capital could materially adversely affect its financial\ncondition and operations.

We may be subject to SEC scrutiny as a former shell company.

Companies that have emerged from shell company\nstatus through business combination transactions are subject to heightened scrutiny by the SEC and other regulatory authorities. SEC review\nof the Registration Statement may focus on, among other matters, the application of Rule 145a to the Business Combination, PCMC's shell-company\nstatus and the combined company's post-closing non-shell status, the sufficiency of Physicians' financial statements and pro forma financial\ninformation, the basis for any projections or other forward-looking information, related-party transactions and conflicts of interest,\nand restrictions on resales of securities issued in the Business Combination. The combined company also will be required to file current\nForm 10 information reflecting its status as a non-shell company and will be subject to ongoing reporting requirements. Any SEC comment,\nrequest for additional information, inquiry, or enforcement action could delay or prevent the effectiveness of the Registration Statement\nor the Closing, increase costs and demands on management, or adversely affect the market price and liquidity of PCMC's common stock.

Our obligation to file the Super 8-K within\nfour business days of the Closing imposes significant post-closing compliance obligations, and any failure to file timely or accurately\ncould adversely affect PCMC’s shareholders.

Because PCMC is a reporting shell company, it\nwill be required to file a Current Report on Form 8-K pursuant to Item 2.01 of Form 8-K within four business days of the Closing. The\nSuper 8-K must contain Form 10-level disclosure, which is substantially more extensive than a standard Form 8-K filing. If PCMC is unable\nto compile and file the required financial statements, pro forma information, business descriptions, and other required content within\nfour business days of the Closing, PCMC will not be in compliance with its Exchange Act reporting obligations. A late or deficient Super\n8-K filing could result in SEC enforcement action, delayed commencement of the one-year Rule 144 waiting period applicable to Ivie and\nthe Employee Stockholders, and reduced investor confidence and market liquidity for PCMC’s common stock. See “Shell Company\nStatus and Post-Closing SEC Filing Requirements” beginning on page 14.

Certain directors, officers, principal shareholders, and related\nparties may have interests in the Business Combination that differ from those of PCMC's public shareholders.

Certain directors, officers, principal shareholders,\nand related parties of PCMC and Physicians may have interests in the Business Combination that differ from, or are in addition to, the\ninterests of PCMC's public shareholders. These interests may include continued service as directors or officers of the combined company,\nsignificant post-closing voting control, repayment or restructuring of related-party loans, conversion or settlement of SAFEs or other\nobligations, indemnification rights, and preservation or enhancement of equity value through consummation of the Business Combination.\nThese interests may influence such persons in evaluating, negotiating, approving, or recommending the Business Combination. In addition,\nthe concentrated voting power expected to be held by Physicians' principal shareholder following the Closing may limit the ability of\npublic shareholders to influence management, strategic direction, related-party transactions, financing decisions, or other significant\ncorporate matters.

Both PCMC's and Physicians’ due diligence may not reveal\nall material risks relating to the businesses, the Property, the Tenant, or the Business Combination, and shareholders may have limited\npost-closing recourse.

PCMC has conducted due diligence regarding Physicians,\nthe Property, the Tenant, the lease, outstanding debt, related-party arrangements, and other matters relevant to the Business Combination,\nand Physicians has conducted due diligence regarding PCMC. That diligence may not reveal all material risks, liabilities, contingencies,\nor operational issues, including matters relating to the Tenant's financial condition, lease performance, the environmental condition\nof the Property, zoning and healthcare regulatory compliance, related-party loans, litigation risk and debt obligations. If material issues\narise after the Closing with respect to either party, the combined company may incur remediation costs, legal expenses, write-downs, impairment\ncharges, or other losses. To the extent the transaction documents do not provide for survival of representations and warranties, indemnification,\nescrow, purchase-price adjustment, or other post-closing remedies, both PCMC shareholders and former Physicians shareholders may have\nlimited or no contractual recourse if representations concerning either party prove inaccurate after the Closing.

The Business Combination may be subject to enhanced financial\nstatement requirements applicable to shell-company transactions, which may increase costs and cause delay.

Because the Business Combination involves a reporting\nshell company, the Registration Statement may be subject to financial statement requirements intended to more closely align shell-company\nbusiness combinations with traditional initial public offerings. Compliance may require additional audited or interim financial statements,\npro forma financial information, auditor review, and related disclosure. If Physicians or PCMC cannot provide required financial statements\nor related information on a timely basis, effectiveness of the Registration Statement and completion of the Business Combination may be\ndelayed, and the parties may incur additional accounting, legal, audit, and filing expenses.

The Business Combination may not be completed, and failure to\ncomplete it could materially adversely affect PCMC and Physicians.

The consummation of the Business Combination is\nsubject to a number of conditions, including the effectiveness of the Registration Statement, required approvals and consents, the accuracy\nof representations and warranties, compliance with covenants, and other closing conditions. There can be no assurance that these conditions\nwill be satisfied or waived on the expected timeline or at all. SEC comments, delays in obtaining required financial statements or pro\nforma financial information, financing issues, shareholder litigation, or other developments could delay or prevent the Closing. If the\nBusiness Combination is not completed, PCMC and Physicians will have incurred substantial transaction expenses without realizing the anticipated\nbenefits of the transaction. PCMC will remain a shell company with no operations or revenues, and Physicians may need to seek alternative\nfinancing or strategic transactions on less favorable terms.

We have incurred and will incur substantial transaction expenses,\nwhether or not the Business Combination is completed.

PCMC and Physicians have incurred, and expect\nto continue to incur, significant legal, accounting, audit, SEC filing, printing, mailing, consulting, and other expenses in connection\nwith the Business Combination. These expenses may be payable regardless of whether the Business Combination is completed. If the Business\nCombination is delayed or not completed, PCMC and Physicians may bear substantial costs without obtaining the anticipated benefits of\nthe transaction. Because PCMC has no operations or revenues and Physicians has limited liquidity, these expenses could materially reduce\navailable cash, impair their ability to fund working capital needs, and increase the need for additional financing on dilutive or otherwise\nunfavorable terms.

PCMC shareholders do not have redemption rights or other contractual\nliquidity rights in connection with the Business Combination.

Unlike investors in many special purpose acquisition\ncompany business combinations, PCMC shareholders do not have contractual rights to require PCMC to repurchase their shares for cash in\nconnection with the Business Combination. Shareholders who do not support the Business Combination may therefore be required to continue\nholding shares of the combined company or attempt to sell their shares in the public market. Because there is no established active public\nmarket for PCMC common stock and the shares may trade only through over-the-counter mechanisms, shareholders may be unable to sell their\nshares at a favorable price or at all.

PCMC has not obtained a fairness opinion or independent valuation\nin connection with the Business Combination.

PCMC has not obtained a fairness opinion from\nan independent financial advisor or an independent third-party valuation of Physicians, the Property, the Tenant lease, or the consideration\nto be issued in the Business Combination. PCMC shareholders therefore do not have the benefit of an independent opinion that the terms\nof the Business Combination are fair, from a financial point of view, to PCMC or its unaffiliated shareholders. The absence of a fairness\nopinion or independent valuation may increase the risk that shareholders may have a disagreement with the Board's determination to approve\nthe Business Combination, particularly given the combined company's concentrated ownership structure, related-party arrangements, high\nleverage, and dependence on a single Property and single Tenant.

The Tenant's lease obligations are not guaranteed by a creditworthy\nparent, health system, or affiliate, and our recourse is limited to the Tenant.

The legal obligor under the lease is Intuitive Health of Hamilton County,\nLLC, which is not a public reporting company and does not provide publicly available audited financial statements, credit ratings, or\nother independent measures of creditworthiness. The Tenant's lease obligations are not guaranteed by a creditworthy parent, health system,\nor affiliate. As a result, the combined company's recourse for non-payment, default, or other lease breaches is limited to the Tenant\nand any collateral or remedies available under the lease. Physicians has also noted certain tenant covenant issues with respect to the\nTenant, as described under “Physicians Management’s Discussion and Analysis of Financial Condition and Results of Operations—Tenant\nCredit Discussion” beginning on page 64. If the Tenant experiences financial distress or becomes insolvent, the absence of a creditworthy\nguarantor could materially impair the combined company's ability to recover unpaid rent, enforce lease obligations, or mitigate losses.\nAny such default could result in a cessation of revenue while debt service, maintenance, insurance, taxes, and other obligations continue\nto accrue.

MEDICAL REAL ESTATE RISKS

The medical real estate market is subject to significant regulatory\nand reimbursement risk affecting tenant demand.

The demand for medical office and emergency/urgent\ncare facilities is significantly affected by the regulatory environment and healthcare reimbursement landscape. Changes in federal, state,\nor local healthcare regulations, Medicare and Medicaid reimbursement rates, insurance coverage requirements, or healthcare delivery models\ncould adversely affect the Tenant's business and its ability to operate the Property as a medical facility. The expansion or contraction\nof reimbursement rates for emergency room or urgent care services could directly impact the Tenant's revenues, profitability, and financial\nstability. In addition, the entry of new competitors into the Carmel, Indiana market, changes in the local population or demographics,\nor shifts in how healthcare services are delivered (including through telehealth or other non-facility-based services) could reduce patient\nvolumes at the Property and adversely affect the Tenant's financial condition. Any deterioration in the Tenant's financial condition resulting\nfrom regulatory or reimbursement changes could adversely affect the combined company's revenues and ability to service its debt.

Changes in healthcare law, including the Affordable Care Act,\ncould adversely affect the Tenant's operations and ability to pay rent.

The Affordable Care Act (the \"ACA\")\nand related federal, state, and local healthcare laws and regulations have significantly altered the healthcare industry and the economics\nof healthcare service delivery. Ongoing legislative and judicial efforts to repeal, modify, or replace the ACA or other major healthcare\nlegislation could result in substantial changes to insurance coverage, reimbursement rates, and regulatory requirements applicable to\nthe Tenant's operations. Any reduction in the number of insured patients, changes in reimbursement rates for emergency or urgent care\nservices, or new regulatory requirements affecting the Tenant's operations could adversely affect the Tenant's revenues and its ability\nto meet its lease obligations. Furthermore, the healthcare industry is subject to significant and frequent regulatory changes at the federal\nand state levels, and the combined company will not be able to predict the nature or timing of any future regulatory changes or their\nimpact on the Tenant. Any material adverse change in the Tenant's operations or financial condition resulting from healthcare regulatory\nchanges could materially harm the combined company's financial results.

TRIPLE-NET LEASE RISKS

Triple-net leases transfer operating expense risk to tenants,\nbut if the Tenant fails to pay, we bear those costs.

The Property is leased under a triple-net (NNN)\nlease structure under which the Tenant is generally responsible for paying real estate taxes, property insurance premiums, and maintenance,\nrepair, and replacement costs in addition to the base rent. While this structure is intended to minimize the combined company's exposure\nto operating cost increases, it does not eliminate such exposure entirely. If the Tenant fails to pay its obligations under the lease-whether\ndue to financial distress, insolvency, or dispute-the combined company will be required to pay these costs itself in order to protect\nthe Property and comply with applicable law. Real estate taxes, insurance premiums, and maintenance costs at a medical facility of approximately\n11,800 square feet in Carmel, Indiana can be substantial, and the combined company may not have sufficient liquidity to fund these costs\nif the Tenant fails to perform. Any failure by the Tenant to meet its lease obligations could therefore impose significant costs on the\ncombined company in addition to the loss of rental income.

We may incur unanticipated capital expenditures or repair costs\nrelating to the physical condition of the Property.

The Property will be the combined company's sole\noperating asset following the Business Combination. Even if the Tenant is responsible for certain maintenance, repair, and replacement\nobligations under the triple-net lease, the combined company may become responsible for costs if the Tenant fails to perform, disputes\nits obligations, becomes insolvent, or if structural, capital, or owner-reserved items are excluded from the Tenant's obligations. If\nmaterial defects, deferred maintenance, roof, heating, ventilation and air conditioning, mechanical, electrical, plumbing, structural,\naccessibility, or life-safety issues are discovered after the Closing, the combined company may be required to incur significant capital\nexpenditures. Because the combined company will be highly leveraged and will have limited liquidity, unanticipated capital expenditures\ncould materially impair its ability to service debt, maintain the Property, or fund operations.

The Tenant may default under or vacate the Property, leaving the Property\nvacant.

The lease with Intuitive Health of Hamilton County, LLC does not contain\nany purchase option or right of first refusal in favor of the Tenant, and the Tenant’s termination rights are limited to specified\ncasualty and condemnation events . Notwithstanding the foregoing, if the Tenant were to vacate the Property prior to the expiration\nof the lease term as a result of a default, insolvency, or other cause, the combined company could be left with a vacant Property and\nno source of rental income. The combined company may be unable to find a replacement tenant for the Property on acceptable terms within\na reasonable time frame, particularly given the specialized medical use for which the Property is designed. Any period of vacancy would\ndirectly and materially reduce the combined company's revenues and cash flow and could result in the combined company being unable to\nservice its debt obligations. In addition, even if the combined company is able to find a replacement tenant, the terms of any replacement\nlease may be less favorable than the existing lease, particularly in light of prevailing market conditions at the time of such replacement.\nInvestors should be aware that the early termination of the lease, for any reason, would be highly detrimental to the combined company's\nfinancial condition.

SINGLE-TENANT CONCENTRATION RISKS

Our entire current revenue depends on a single Tenant; any adverse\ndevelopment with that Tenant has a disproportionate impact.

The combined company will have no revenue diversification.\nAll of the combined company's rental income is generated by a single Tenant-Intuitive Health of Hamilton County, LLC-at a single Property.\nUnlike a diversified real estate portfolio in which the adverse performance or default of one tenant would be mitigated by the ongoing\nperformance of other tenants, any adverse development with respect to the Tenant will directly and proportionately reduce the combined\ncompany's total revenues. This lack of diversification means that there is no financial cushion to absorb losses from Tenant non-performance.\nThe combined company will therefore be uniquely vulnerable to events that adversely affect the Tenant's business, financial condition,\nor ability to operate the Property. Any such event-including loss of operating licenses, adverse regulatory action, malpractice liability,\nor financial insolvency-could result in the complete cessation of the combined company's revenues and a resulting inability to service\nits debt obligations, fund operations, or maintain the Property.

Tenant credit risk: Intuitive Health of Hamilton County, LLC\nis the operating obligor, and its financial condition is not publicly disclosed.

The legal obligor under the lease is Intuitive\nHealth of Hamilton County, LLC, which operates the Riverview Health Emergency Room & Urgent Care - Carmel facility at the Property.\nIntuitive Health of Hamilton County, LLC is not a public reporting company and does not file financial statements or other disclosures\nwith the SEC or any other public regulatory body. As a result, the combined company and its investors will not have access to audited\nfinancial statements, credit ratings, or other independent measures of the Tenant's financial strength and creditworthiness. Physicians\nhas noted certain tenant covenant issues with respect to Intuitive Health of Hamilton County, LLC. The inability to independently assess\nthe Tenant's financial condition creates significant uncertainty regarding the reliability of the Tenant's future lease performance. Investors\nshould be prepared for the possibility that the Tenant may not be as financially stable as assumed, and that its financial condition may\ndeteriorate without public notice or disclosure.

For a discussion of the risks associated with the Tenant’s financial\ncondition and the noted covenant issues, see “Physicians Management’s Discussion and Analysis of Financial Condition and\nResults of Operations—Tenant Credit Discussion” beginning on page 64.

Loss of Tenant would result in total cessation of revenue.

If the Tenant vacates the Property for any reason-including\nlease expiration without renewal, early termination, default and eviction, business closure, or financial insolvency-the combined company\nwill have no source of revenue. The Property is a purpose-built medical facility designed and configured for use as an emergency room\nand urgent care facility, which significantly limits the pool of potential replacement tenants. Repurposing the Property for alternative\nuses could require substantial capital expenditures for renovation and may be subject to zoning, permitting, and regulatory approvals.\nAny period without a paying tenant-whether short or prolonged-will result in a total cessation of the combined company's revenues while\nits debt service obligations, operating expenses, and maintenance costs continue to accrue. In such a scenario, the combined company may\nbe forced to default on its debt obligations, sell the Property at a distressed price, or pursue other restructuring measures. There can\nbe no assurance that the combined company would be able to identify and secure a replacement tenant on acceptable terms within a reasonable\nperiod of time.

ENVIRONMENTAL RISKS

Although a Phase I Environmental Site Assessment identified no\nrecognized environmental conditions, the absence of a Phase II assessment and the strict-liability regime applicable to property owners\ncould expose us to unknown environmental liabilities.

A Phase I Environmental Site Assessment of the\nProperty, titled “Riverview Carmel Phase One Final” and dated July 18, 2025, was completed prior to Physicians' acquisition\nof the Property on October 28, 2025 and identified no evidence of recognized environmental conditions. A Phase I Environmental Site Assessment\nis a standard due diligence procedure used to identify the presence or likely presence of hazardous substances or petroleum products on\na property based on a review of historical records, site reconnaissance, and regulatory database searches; it does not involve subsurface\nsampling or laboratory testing. No Phase II Environmental Site Assessment, which would involve such sampling and testing to confirm the\npresence or absence of contamination, has been conducted with respect to the Property. As a result, although the completed Phase I identified\nno recognized environmental conditions, there may be unknown environmental conditions, contamination, hazardous waste, underground storage\ntanks, or other environmental liabilities associated with the Property that have not been identified or quantified, and a Phase I assessment\ndoes not provide the same degree of assurance as a completed Phase II assessment.

Under applicable federal and state environmental\nlaws, including the Comprehensive Environmental Response, Compensation, and Liability Act (\"CERCLA\"), the Resource Conservation\nand Recovery Act (\"RCRA\"), and Indiana state environmental statutes and regulations, the current owner or operator of real property\nmay be held strictly liable for the cost of remediating hazardous substances or petroleum contamination on or emanating from the Property,\nregardless of when the contamination occurred or who caused it, and irrespective of the results of any Phase I assessment. If contamination\nis discovered, the cost of investigation, remediation, monitoring, and regulatory compliance could be substantial, and regulatory authorities\nhave broad powers to require remediation, impose fines and penalties, and restrict the use, lease, sale, or redevelopment of the Property.\nIn addition, because the Property is operated as a medical office, emergency room, and urgent care facility, the Tenant generates medical,\npharmaceutical, and other regulated waste, and any non-compliance by the Tenant with applicable environmental or waste-handling requirements\ncould expose the combined company to regulatory liability or enforcement action.

Additionally, in connection with the Academy Bank\nLoan, the borrower entered into a full-recourse Environmental Indemnity Agreement, ratified by Physicians Capital Management Corporation\nand Conrad B. Ivie as guarantors, that covers environmental losses relating to the Property, including contamination predating any foreclosure,\nand expressly survives repayment of the loan and foreclosure. Environmental liabilities, including any not identified in the Phase I assessment,\ncould therefore result in claims beyond the value of the Property. See \"—Regulatory, ADA, HIPAA, and Zoning Risks.\"

Because the Property is expected to be the combined\ncompany’s sole material asset and the combined company will be highly leveraged, any environmental liability, remediation obligation,\nor restriction on the use, lease, sale, or redevelopment of the Property could have a disproportionate and material adverse effect on\nthe combined company's business, financial condition, and results of operations.

FINANCING AND LEVERAGE RISKS

As a combined company, we will be highly leveraged, with total\nacquisition debt of approximately $12.68 million against an acquisition price of $12.25 million.

The combined company will be highly leveraged. The total amount of debt\nand accrued obligations incurred in connection with the acquisition of the Property is approximately $12,683,000, which exceeds the total\nacquisition price of $12,250,000. This high level of leverage means that the combined company will have very limited financial flexibility\nand will be required to dedicate a substantial portion of its cash flow from operations to the payment of debt service, leaving little\nor no cash available for capital expenditures, working capital, distributions to shareholders, or other corporate purposes. The combined\ncompany's ability to service its debt obligations is entirely dependent on the Tenant's continued payment of rent under the lease. Any\ninterruption in rental income-due to Tenant default, vacancy, or other cause-could result in the combined company being unable to meet\nits debt service obligations, which could trigger defaults under the Academy Bank Loan, the SAFEs or equity advance agreements, or the\nrelated-party loan agreements , and could ultimately result in the loss of the Property through foreclosure.

The Academy Bank Loan at 6.25% fixed rate may expose us to refinancing\nrisk at maturity.

The Academy Bank Loan in the amount of $8,210,000\nbears interest at a fixed rate of 6.25% per annum and is amortized over 25 years, with a balloon payment of the then-outstanding principal\nbalance due at maturity on October 1, 2030. The combined company will need to refinance this obligation from available cash flow, proceeds\nfrom the issuance of new debt or equity, or the sale of the Property. There can be no assurance that the combined company will be able\nto refinance the Academy Bank Loan on acceptable terms at maturity, particularly if interest rates have risen, the Property's value has\ndeclined, the credit markets are less favorable, or the Tenant's financial condition has deteriorated. A failure to refinance the Academy\nBank Loan at maturity could result in a default under that loan agreement and could trigger cross-default provisions under the combined\ncompany's other debt instruments, resulting in the acceleration of all outstanding debt and potential foreclosure on the Property.

We are dependent on the Ivie Line of Credit, from our Chief Executive\nOfficer, and any termination or inability to draw on this facility would severely impair our liquidity.

To date, a significant portion of our corporate infrastructure and property\nacquisition financing has been funded via the Ivie Line of Credit, a line of credit with Ivie Health Consultants, an entity controlled\nby Physicians’ Chief Executive Officer, Ivie. As of June 30, 2026, the outstanding principal under this line of credit was $1,523,028.\nIf our CEO or his controlled entity becomes unable or unwilling to continue advancing funds under this facility prior to its maturity\non December 31, 2028, or if they demand rapid repayment of related-party obligations, our cash position and development activities could\nbe materially harmed.

SAFEs may convert at unfavorable terms and dilute existing shareholders.

Physicians has issued SAFEs in the aggregate principal amount of $2,697,000,\nwhich are required to be converted, cancelled, or otherwise settled in accordance with the Closing Capitalization Schedule at or prior\nto the Closing pursuant to the Share Exchange Agreement. The Physicians SAFEs do not include a valuation cap and generally provide for\nconversion at a discount to the price of the equity securities issued in the applicable transaction, currently expected to be a discount\nof 30% for investors that committed prior to September 1, 2025 and 15% for investors that committed on or after September 1, 2025; the\nnumber of shares ultimately issued to those SAFE holders within the Physicians allocation will depend on the final conversion terms and\ntransaction pricing, which have not yet been determined.

Separately, PCMC has entered into Advance Agreements under which contributors\nmade capital contributions of $475,000. The Advance Agreements document capital contributions that do not accrue interest and do not create\nany debt, liability, or repayment obligation of PCMC. Prior to the Closing, Repository Services LLC will transfer and surrender to the\nholders of the Advance Agreements an aggregate of 12,016,911 shares of PCMC common stock held by Repository Services LLC in consideration\nfor the settlement of any rights or claims of the contributors arising from the Advance Agreements. No new shares of PCMC common stock\nwill be issued by PCMC in connection with this transaction. Upon the transfer of the Repository Services LLC held shares and satisfaction\nof the applicable exchange documentation, the Advance Agreements will be terminated.

In addition to the SAFEs, the combined company's related-party revolving\ncredit line with Ivie Health Consultants previously included an embedded conversion option that was contractually guaranteed to convert\non terms 5% more favorable to the lender, Ivie Health Consultants, than the terms available to the Physicians SAFE holders, and that automatically\nratcheted to preserve that 5% premium if the combined company issued any more favorable convertible security before the credit line converted\nor was repaid. This conversion feature was eliminated pursuant to an amendment to the Ivie Line of Credit effective September 30, 2026,\nand the Ivie Line of Credit is no longer convertible into equity securities of Physicians, PCMC, or the combined company. Physicians also\nowes a $245,000 acquisition fee to members of its management, payable in 36 months and convertible into common stock at the market price .\nConversion of these instruments, together with the SAFEs, will further dilute the ownership percentages and voting power of the combined\ncompany's stockholders . The specific terms on which the Physicians SAFEs will convert, and the number of shares issuable upon conversion,\nremain subject to the completion of the parties' negotiations and the final Closing Capitalization Schedule for each company. The parties\nintend that the Physicians SAFEs will convert into Physicians shares, and that the PCMC Advance Agreements will be settled with existing\nshares transferred by Repository Services LLC, with the resulting shares absorbed within the share amounts issued in, and the pro forma\ncapitalization giving effect to, the Business Combination. Accordingly, the SAFE conversions are not expected to increase the aggregate\nnumber of shares outstanding following the Closing or to change the relative post-closing ownership of the former Physicians equityholders\n(approximately 80%), the legacy PCMC stockholders (approximately 13.9%), and Specialty Capital Lenders LLC (approximately 6.1%), in each\ncase as shown elsewhere in this Information Statement/Prospectus after giving effect to the SAFE conversions. The conversion of the Physicians\nSAFEs will dilute the pre-existing Physicians equityholders within the Physicians allocation, and the settlement of the PCMC Advance Agreements\nwill not dilute the legacy PCMC stockholders because no new shares will be issued; the extent of dilution to each group depends only on\nthat company's own SAFEs or Advance Agreements and final conversion terms, and is not affected by the other company's SAFE conversions.

Related-party loans create conflicts of interest and may not\nbe on arm's-length terms.

The combined company will have outstanding related-party\nloans in the aggregate amount of $1,341,000 under the Ivie Line of Credit, payable to Ivie Health Consultants, a Tennessee unincorporated\nentity controlled by Ivie, Physicians' Chief Executive Officer. These loans may not have been negotiated or established on terms that\nare comparable to those available from unaffiliated institutional lenders. The interest rates, repayment terms, security arrangements,\nand other provisions of these related-party loans may therefore be less favorable to the combined company than arm's-length debt arrangements.\nIn addition, the relationships between the related-party lenders and the principals of PCMC and/or Physicians create conflicts of interest\nthat could influence business decisions of the combined company, including decisions regarding the timing and terms of repayment of these\nloans. There can be no assurance that disputes between the combined company and the related-party lenders will not arise, or that any\nsuch disputes will not adversely affect the combined company's operations or financial condition. Shareholders should be aware that related-party\nloan arrangements are inherently susceptible to conflicts of interest.

Rising interest rates could increase our cost of capital on variable-rate\nobligations.

While the Academy Bank Loan bears interest at a fixed rate of 6.25%\nper annum, the combined company may have other obligations—including the related-party loans—whose effective cost of capital\ncould be affected by rising interest rates if such instruments are refinanced or restructured in the future. In addition, at the maturity\nof the Academy Bank Loan, the combined company will likely need to refinance such loan at prevailing market interest rates, which may\nbe higher than the current fixed rate of 6.25%. In an environment of rising interest rates, the combined company's cost of capital would\nincrease upon refinancing, which could adversely affect its financial condition and its ability to generate positive cash flow. The Federal\nReserve and other monetary authorities have signaled ongoing vigilance regarding inflation, and interest rates may remain elevated for\nan extended period. The combined company will have limited ability to hedge against interest rate risk, and rising rates could materially\nand adversely affect its debt service costs and financial condition.

REGULATORY, ADA, HIPAA, AND ZONING RISKS

The Property is subject to the Americans with Disabilities Act\n(ADA), and non-compliance could result in fines and litigation.

As an owner of commercial real property that is\nopen to the public, the combined company will be subject to the requirements of the Americans with Disabilities Act of 1990, as amended\n(the \"ADA\"), and applicable state and local accessibility laws and regulations. The ADA requires that commercial properties\nbe accessible to persons with disabilities and imposes obligations on property owners to remove architectural barriers and provide accessibility\naccommodations. Although the Property was constructed in 2019 and completed in 2020, there is no assurance that the Property is currently\nin full compliance with the ADA and applicable state accessibility laws. Future changes in ADA regulations or the issuance of regulatory\nguidance requiring modifications to the Property could impose significant capital expenditure obligations on the combined company. Non-compliance\nwith the ADA can result in private lawsuits, which have historically been filed in significant numbers against commercial property owners\nin Indiana and throughout the United States, as well as regulatory enforcement actions, fines, and penalties. Any ADA-related litigation\nor enforcement action could impose significant costs on the combined company and adversely affect its financial condition.

As a medical facility, the Property is subject to HIPAA regulations;\nTenant non-compliance could create liability.

The Property operates as a medical emergency room\nand urgent care facility and is subject to the Health Insurance Portability and Accountability Act of 1996, as amended (\"HIPAA\"),\nincluding its Privacy Rule and Security Rule, which regulate the use, disclosure, and protection of protected health information (\"PHI\").\nWhile the Tenant, as the healthcare operator, bears primary responsibility for HIPAA compliance, the combined company, as the Property\nowner, may face reputational harm, regulatory scrutiny, or indirect liability in connection with any HIPAA violations that occur at the\nProperty. In addition, any significant HIPAA enforcement action against the Tenant-including substantial civil or criminal penalties-could\nadversely affect the Tenant's financial condition and its ability to pay rent. The U.S. Department of Health and Human Services, Office\nfor Civil Rights, has increasingly pursued HIPAA enforcement actions, and civil monetary penalties for HIPAA violations can be substantial,\npotentially reaching millions of dollars per violation category. Investors should be aware that HIPAA compliance risk at the Property\nis a material consideration.

Zoning changes or variances required for medical use could impair\nProperty value or use.

The Property is currently zoned and approved for\nuse as a medical office, emergency room, and urgent care facility in accordance with applicable zoning ordinances of the City of Carmel,\nIndiana, and Hamilton County. There can be no assurance that local zoning authorities will not enact changes to applicable zoning regulations\nthat could restrict or prohibit the continued use of the Property for medical purposes. In addition, if the Tenant vacates the Property\nand the combined company seeks to lease the Property to a replacement tenant for an alternative use, such alternative use may require\na zoning variance, conditional use permit, or other regulatory approval from local authorities, which may not be obtained in a timely\nmanner or at all. Changes in local zoning regulations, land use plans, or municipal development priorities could adversely affect the\nallowed uses of the Property, restrict redevelopment options, and reduce the Property's market value. Any failure to obtain necessary\nzoning approvals for alternative uses in the event of Tenant vacancy could significantly impair the combined company's ability to generate\nrevenue from the Property.

Separately, in connection with the Academy Bank Loan, the borrower entered\ninto an Environmental Indemnity Agreement, and the borrower agreed to indemnify the lender and its directors, officers, employees, agents,\nsuccessors, and assigns against liabilities arising under environmental laws. The Environmental Indemnity Agreement is a full-recourse\nobligation that is not limited to the Property, is not secured by the mortgage, and expressly survives repayment of the loan, foreclosure,\nand any deed in lieu of foreclosure. Because Conrad B. Ivie and Physicians Capital Management Corporation have guaranteed liabilities\nunder the Environmental Indemnity Agreement pursuant to a limited guaranty of the Academy Bank Loan, the combined company and those\nguarantors could remain liable to the lender for environmental investigation, remediation, and related costs even after the loan has been\nrepaid or the Property has been lost through foreclosure. The specific scope, survival, and recourse terms of these obligations are set\nforth in the Environmental Indemnity Agreement and the related Loan Documents filed as exhibits to this Registration Statement.

State and local regulatory approvals are required for the Tenant's\nmedical operations.

The Tenant's operation of an emergency room and\nurgent care facility at the Property requires various federal, state, and local regulatory licenses, certifications, and approvals, including\nlicenses from the Indiana State Department of Health, accreditation from applicable accreditation bodies, and compliance with applicable\nstandards for emergency medical services. Any failure by the Tenant to obtain or maintain required licenses, certifications, or approvals-whether\ndue to non-compliance, regulatory changes, enforcement actions, or other factors-could result in the Tenant being required to cease or\ncurtail operations at the Property. The cessation or curtailment of the Tenant's operations at the Property could adversely affect the\nTenant's revenues and its ability to pay rent and could result in the Property being vacated. In addition, regulatory changes that increase\nthe cost of operating a medical facility could adversely affect the Tenant's financial condition and lease performance. The combined company\nwill have no ability to control or influence the Tenant's regulatory compliance.

MALPRACTICE AND LIABILITY RISKS

Medical malpractice claims against the Tenant could affect Tenant\nfinancial stability and lease performance.

The Tenant's operation of an emergency room and\nurgent care facility at the Property exposes the Tenant to significant medical malpractice and professional liability risks. Emergency\nmedicine and urgent care are among the highest-risk areas of medical practice in terms of malpractice exposure, as emergency patients\npresent with a wide range of conditions and clinical scenarios that require rapid assessment and treatment under time pressure. Medical\nmalpractice claims can result in substantial damage awards and settlements. While the Tenant is expected to maintain professional liability\ninsurance in connection with its operations, there can be no assurance that such insurance will be adequate to cover all claims, that\npremiums will remain affordable, or that the Tenant will not be subject to uninsured liability. A significant malpractice claim or series\nof claims against the Tenant could materially impair the Tenant's financial condition and its ability to continue operations at the Property,\nthereby adversely affecting the combined company's rental income and financial results.

We may face vicarious liability claims arising from the medical\nuse of the Property.

As the owner of a property used for the practice\nof emergency medicine and urgent care, the combined company may be exposed to vicarious liability claims arising from injuries or adverse\nevents that occur at the Property. Although the combined company will not be involved in the practice of medicine and will not employ\nany healthcare professionals, claimants and their counsel may seek to assert premises liability or other theories of liability against\nthe Property owner in connection with injuries or adverse events occurring on the premises. Premises liability claims at medical facilities\ncan include claims for failure to maintain safe conditions, inadequate security, inadequate accessibility accommodations, or other property-related\nfailures. While the combined company would expect to maintain appropriate property and general liability insurance, there can be no assurance\nthat such insurance will be adequate to cover all claims, or that any adverse judgment or settlement will not have a material adverse\neffect on the combined company's financial condition. Additionally, the combined company may incur significant legal defense costs in\nconnection with any such claims, even if ultimately successful in defending them.

LIQUIDITY AND MARKET RISKS

Our shares are not currently listed on a national exchange and\nmay have limited liquidity.

PCMC's common stock is not currently listed on\nany national securities exchange, including the New York Stock Exchange or the Nasdaq Stock Market. The shares may be traded, if at all,\non the OTC Markets or through other over-the-counter mechanisms. Trading in over-the-counter securities is generally characterized by\nlower trading volumes, wider bid-ask spreads, less regulatory oversight, and greater price volatility than trading in listed securities.\nIf PCMC's common stock is deemed a \"penny stock\" under SEC rules, broker-dealers recommending or selling the shares to certain\ninvestors would be subject to additional sales-practice and disclosure requirements. Those requirements may reduce broker-dealer willingness\nto make a market in or recommend the shares. As a result, shareholders may experience significant difficulty buying or selling PCMC common\nstock at a favorable price or at all, and even relatively small transactions could have a significant effect on the market price.

There is no established public market for our common stock.

There is currently no established, active public\ntrading market for the shares of PCMC common stock. Even if PCMC's shares are quoted or traded through the OTC Markets or other mechanisms,\nsuch trading activity may be sporadic, limited in volume, and subject to significant price volatility. The absence of an established public\nmarket means that shareholders may not be able to liquidate their investment at any particular time or price. Factors that may further\nlimit the development of a liquid public market for PCMC's common stock include the combined company's status as a small, single-asset\nreal estate company; the restrictions on resale applicable to securities of former shell companies under Rule 144; the absence of analyst\ncoverage; the limited institutional investor interest in micro-cap real estate companies; and the concentrated ownership structure resulting\nfrom the Business Combination. The combined company cannot provide any assurances that an active, liquid public market for its common\nstock will develop or be sustained at any time in the future. Accordingly, investors in PCMC's common stock must be prepared to hold their\nshares for an indefinite period.

In addition to the resale restrictions applicable\nto former shell companies under Rule 144, Repository Services LLC and other legacy PCMC stockholders whose shares are freely tradable\nmay be able to sell those shares earlier than Ivie and the Employee Stockholders, whose PCMC equity securities will remain restricted\nsecurities subject to Rule 144, which could result in earlier or greater selling pressure from legacy holders relative to Ivie and the\nEmployee Stockholders.

We may be unable to raise additional capital on acceptable terms.

The combined company may require additional capital\nto fund capital expenditures, meet debt service obligations, fund working capital needs, or pursue additional real estate acquisitions.\nGiven the combined company's status as a former shell company, high leverage, single-asset concentration, and limited share liquidity,\nraising additional capital through equity, debt, or other financing may be difficult or impossible on acceptable terms. The conversion\nor settlement of SAFEs, preferred stock, related-party obligations, or other equity-linked instruments, and any future issuance of equity\nor equity-linked securities, could substantially dilute existing shareholders' ownership, voting power, and economic interests and could\nadversely affect the market price of the common stock. If the combined company cannot obtain capital when needed, it may be forced to\nsell the Property, curtail operations, default on obligations, or take other actions adverse to shareholder interests.

TAX RISKS

The tax treatment of the Business Combination is uncertain.

The parties intend that the Business Combination qualify as a tax-free\nreorganization under Section 368(a)(1)(B) of the Code, or alternatively as a tax-deferred exchange under another applicable provision\nof the Code. However, whether the Business Combination qualifies for such tax treatment depends upon a number of facts and circumstances,\nincluding the form of the transaction, the ownership and capitalization of PCMC and Physicians, the treatment of the outstanding SAFEs\nand other debt instruments, and other factors. No ruling has been or will be sought from the Internal Revenue Service (the \"IRS\")\nregarding the tax treatment of the Business Combination, and no assurance can be given that the IRS or any court will agree that the Business\nCombination qualifies as a tax-free reorganization or other tax-deferred transaction. No legal opinion has been obtained, and the parties\ndo not intend to obtain a legal opinion. If the Business Combination does not so qualify, Physicians' shareholders may recognize taxable\ngain or loss in connection with the exchange of their equity interests for PCMC common stock. See “Material U.S. Federal\nIncome Tax Considerations” beginning on page 44 for a more detailed discussion.

The Business Combination may not qualify\nas a tax-free reorganization or a tax-free exchange under Section 351, in which case Physicians stockholders may recognize taxable gain\nor loss.

The parties intend for the Business Combination\nto qualify as a “reorganization” within the meaning of Section 368(a) of the Code, but this qualification is uncertain and\ndepends on the satisfaction of a number of requirements, including continuity of Physicians’ historic business, continuity of the\nPhysicians stockholders’ proprietary interest in PCMC, and other requirements under applicable Treasury regulations and case law,\nsome of which cannot be conclusively determined until after the Closing of the Business Combination.

If the Business Combination does not so qualify,\nand does not separately qualify as a nonrecognition exchange under Section 351 of the Code — which itself requires that the former\nPhysicians equityholders, in the aggregate, hold at least 80% of the voting power and each other class of PCMC stock immediately after\nthe Business Combination, a threshold the parties currently expect to be at or near but cannot guarantee will be satisfied — then\nU.S. holders of Physicians equity interests would recognize taxable gain or loss on the exchange of their Physicians equity interests\nfor PCMC common stock, generally equal to the difference between the fair market value of the PCMC common stock received and their tax\nbasis in the Physicians equity interests surrendered.

No ruling has been requested from the IRS and\nno opinion of counsel has been obtained regarding these tax consequences, and the qualification of the Business Combination as a reorganization\nunder Section 368(a) or as an exchange under Section 351 will not be a condition to Closing. Stockholders should consult their own tax\nadvisors regarding the particular tax consequences of the Business Combination to them.

We do not expect to qualify as a REIT, and therefore our income\nis subject to corporate-level tax.

The combined company does not intend to elect\nto be treated as a real estate investment trust (\"REIT\") for U.S. federal income tax purposes. Unlike REITs, which are generally\nnot subject to corporate-level federal income tax on income that is distributed to shareholders, the combined company will be subject\nto U.S. federal corporate income tax on its taxable income at the applicable corporate rate. This means that the combined company's rental\nincome, after deducting allowable expenses (including depreciation and interest), will be subject to federal income tax at the corporate\nlevel before any distributions are made to shareholders. The imposition of corporate-level income tax reduces the amount of cash available\nfor distribution to shareholders and may reduce the overall return on investment compared to an investment in a REIT. Investors who are\nseeking the tax advantages associated with REIT structures should be aware that those advantages are not available through an investment\nin the combined company.

Changes in tax law could adversely affect the value of the Property\nor our net income.

The U.S. federal income tax laws applicable to\nreal property ownership and real estate companies are subject to change by legislative and regulatory action. Changes in federal tax law,\nincluding changes to corporate income tax rates, depreciation schedules for real property, the deductibility of interest expense, or the\ntax treatment of SAFEs, could adversely affect the combined company's after-tax income, cash flow, and the value of the Property. Similarly,\nchanges in Indiana state and local tax law, including changes to property tax assessments, transfer taxes, or income taxes, could increase\nthe combined company's tax burden. There can be no assurance that current tax laws, regulations, and interpretations will remain in effect\nfor any particular period, and any adverse changes in the tax environment could materially and adversely affect the combined company's\nfinancial condition and results of operations.

COMPETITION RISKS

We face competition from larger, better-capitalized real estate\ncompanies for acquisitions.

The combined company operates in a highly competitive\nreal estate market and may face significant competition from larger, better-capitalized real estate investors, developers, and investment\ncompanies in connection with any future acquisitions. REITs, private equity funds, family offices, institutional investors, and other\nreal estate companies with significantly greater financial resources, market presence, and access to capital than the combined company\nactively compete for the acquisition of medical office and healthcare-related real estate assets. These competitors may be able to offer\nhigher prices, accept lower returns, or close transactions more quickly than the combined company. As a result, the combined company may\nbe at a competitive disadvantage in any future acquisition efforts. The inability to make additional acquisitions on favorable terms could\nlimit the combined company's growth and its ability to diversify its portfolio beyond the single Property that represents its sole asset\nfollowing the Business Combination.

Medical office properties face competition from hospitals and\nhealth systems that own their own facilities.

The demand for medical office space and healthcare\nreal estate is subject to competitive pressure from hospitals, health systems, and large physician groups that own or develop their own\nfacilities rather than leasing third-party space. In the Carmel, Indiana market, competing healthcare providers may own their own facilities,\nwhich reduces the pool of potential medical tenants for independently owned medical properties such as the Property. In addition, the\ngrowth of hospital-affiliated urgent care and emergency care networks, including networks that may be affiliated with or competing with\nthe Tenant, could affect the Tenant's patient volumes and financial performance at the Property. If hospitals or health systems develop\ncompeting facilities in the Carmel area, the Tenant may experience reduced patient volumes and revenues, which could adversely affect\nits ability to pay rent. Additionally, if the Property were to become vacant, competing medical facilities and health system-owned properties\nin the area could make it more difficult to secure a replacement tenant.

LITIGATION RISKS

We may face litigation from shareholders challenging the Business\nCombination.

Shareholders of PCMC or Physicians may bring litigation challenging\nthe Business Combination, the adequacy of the disclosures in this Information Statement/Prospectus, the PCMC Board’s process in\napproving the Share Exchange Agreement, or the fairness of the terms of the Business Combination to PCMC's public shareholders. Such litigation\ncould be brought as individual, class, derivative or other representative actions and could seek, among other remedies, declaratory, injunctive\nor other equitable relief to delay, enjoin or prevent the consummation of the Business Combination, as well as rescission, rescissory\ndamages, monetary damages, attorneys’ fees and expenses, and other relief available at law or in equity. Even if ultimately unsuccessful,\nany such litigation could be costly, time-consuming, and distracting to management, and could delay the Closing of the Business Combination\nor result in the imposition of conditions on the consummation of the Business Combination. Defending shareholder litigation is expensive,\nand any settlement or adverse judgment in such litigation could have a material adverse effect on the combined company's financial condition.\nAs of the date of this Information Statement/Prospectus, there has been no litigation filed.

Disputes with the Tenant, lender, or related parties could result\nin material legal costs.

The combined company will be a party to various\ncontractual arrangements, including the triple-net lease with the Tenant, the Academy Bank Loan agreement and the Line of Credit, each\nof which presents the potential for disputes and litigation. A dispute with the Tenant regarding lease terms, rent payments, maintenance\nobligations, or early termination rights could be costly and time-consuming to resolve and could adversely affect the Tenant's willingness\nand ability to continue operating at the Property. Similarly, disputes with Academy Bank or any related-party lender regarding the terms\nor performance of the applicable debt instruments could result in defaults, accelerations of outstanding indebtedness, or enforcement\nactions against the Property. Any litigation or dispute resolution process, whether through arbitration, mediation, or court proceedings,\ncould impose significant legal costs on the combined company and divert management attention from its primary business operations. The\ncombined company will not maintain a legal reserve, and any material legal expense could adversely affect its limited cash resources.

ADDITIONAL RISKS OF OWNERSHIP OF THE COMPANY.

Our executive officers and directors will exercise significant control\nover us after the Business Combination, which will limit your ability to influence corporate matters and could delay or prevent a change\nin corporate control.

Following the Business Combination, Ivie will\nbeneficially own, on a fully diluted basis, approximately 80% of PCMC’s equity. In addition, the Series A Voting Preferred Stock\nissued to Ivie entitles its holders, as a class, to a number of votes equal to two (2) times the sum of (i) the total number of shares\nof Common Stock then issued and outstanding and (ii) the number of votes allocated to any other class of voting preferred stock then issued\nand outstanding. As a result, the Series A Voting Preferred Stock alone represents approximately two-thirds of the total combined voting\npower, and Ivie, taking into account his Common Stock, Series B-1 and Series B-2 holdings together with the Series A Voting Preferred\nStock, is expected to hold approximately 90% of the combined voting power for the election of directors. Accordingly, Ivie, will be able\nto influence our management and affairs and control the outcome of matters submitted to our stockholders for approval, including the election\nof directors and any sale, merger, consolidation, or sale of all or substantially all of our assets.

Ivie may have interests which are different from\nthose of the public investors and his concentration of voting power may have an adverse effect on the price of the Company’s common\nstock.

The requirements of being a public company\nmay strain the Company’s resources and distract management, and we will incur substantial costs as a result of being a public company.

Following the consummation of the Business Combination,\nthe Company will continue to be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the Securities\nAct. These rules, regulations and requirements are extensive. We will incur significant costs associated with our public company corporate\ngovernance and reporting requirements. The Exchange Act requires, among other things, that we file annual, quarterly and current reports\nwith respect to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure\ncontrols and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls\nand procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may\nbe required. As a result, management’s attention may be diverted from other business concerns, which could adversely affect our\nbusiness and operating results. We may need to hire more corporate employees to comply with these requirements or engage outside consultants,\nwhich would increase our costs and expenses. This may divert management’s attention from other business concerns, which could have\na material adverse effect on our business, financial condition and results of operations. We do not currently maintain director and officer\nliability insurance, and these applicable rules and regulations may make it more difficult and more expensive for us to obtain such insurance\nin the future, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain any such\ncoverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on the Company’s Board\nor as executive officers.

In addition, changing laws, regulations and standards relating to corporate\ngovernance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making\nsome activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to\ntheir lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory\nand governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing\nrevisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards,\nand this investment may result in increased general and administrative expenses and a diversion of management’s time and attention\nfrom revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ\nfrom the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory\nauthorities may initiate legal proceedings against us and our business may be adversely affected. As a result of disclosure of information\nin this Information Statement/Prospectus and in the filings that we are required to make as a public company, our business, operating\nresults and financial condition have become more visible, which may result in threatened or actual litigation, including by competitors\nand other third parties. If any such claims are successful, our business, operating results and financial condition could be adversely\naffected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary\nto resolve them, could divert the resources of our management and adversely affect our business, operating results and financial condition.

We do not currently maintain directors’\nand officers’ liability insurance, which could expose us to significant costs and impair our ability to attract and retain qualified\ndirectors and officers.

PCMC does not currently maintain directors’\nand officers’ (“D&O”) liability insurance. In the absence of D&O insurance, any claim against our directors\nor officers arising from their service-including claims relating to the Business Combination, the adequacy of our disclosures, our status\nas a current or former shell company, or our other public-company obligations-would need to be satisfied through our own indemnification\nobligations and assets rather than through insurance proceeds. Because PCMC currently has no operations or revenues, the combined company\nwill be highly leveraged, and the independent registered public accounting firm of PCMC has expressed substantial doubt about PCMC’s\nability to continue as a going concern, we may have insufficient resources to indemnify our directors and officers or to fund the defense\nof such claims, and the costs of doing so could materially and adversely affect our financial condition and results of operations. The\nabsence of D&O insurance may also make it more difficult for us to attract and retain qualified individuals to serve as directors\nor executive officers, particularly in light of the litigation and regulatory risks associated with the Business Combination and with\noperating as a public reporting company. Although we may seek to obtain D&O insurance in the future, such coverage may not be available\non acceptable terms or at all, and any coverage we obtain may be subject to high premiums, reduced policy limits, significant exclusions,\nor large retentions.

We are a “smaller reporting company”\nunder the U.S. federal securities laws, and the reduced reporting requirements applicable to smaller reporting companies could make our\ncommon stock less attractive to investors.

We are a “smaller reporting company”\nunder U.S. federal securities laws. For as long as we continue to be a smaller reporting company, we may take advantage of exemptions\nfrom various reporting requirements that are applicable to other public companies that are not smaller reporting companies, including\nreduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. Investors may not find our\ncommon stock attractive because we may rely on these exemptions and reduced disclosures. If some investors find our common stock less\nattractive as a result, there may be a less active trading market for our common stock, and our stock price may be more volatile.

We will remain a smaller reporting company until\nthe last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the\nprior June 30 and our annual revenues exceeded $100 million during such completed fiscal year, or (2) the market value of our common stock\nheld by non-affiliates exceeds $700 million as of the prior June 30.

MATERIAL\nU.S. FEDERAL INCOME TAX CONSIDERATIONS

THIS DISCUSSION IS NOT\nINTENDED TO CONSTITUTE LEGAL OR TAX ADVICE. SHAREHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE SPECIFIC U.S. FEDERAL, STATE,\nLOCAL, AND FOREIGN TAX CONSEQUENCES OF THE BUSINESS COMBINATION AND OF THE OWNERSHIP AND DISPOSITION OF SHARES OF PCMC COMMON STOCK IN\nLIGHT OF THEIR OWN PARTICULAR CIRCUMSTANCES.

The following is a summary\nof certain material U.S. federal income tax consequences of the Business Combination to holders of Physicians equity interests who receive\nPCMC common stock in the Business Combination (referred to in this section as \"holders\"), and to holders of PCMC common stock.\nThis summary is based on the Internal Revenue Code of 1986, as amended (the \"Code\"), applicable Treasury regulations, administrative\nguidance, and judicial authorities, all as of the date of this Information Statement/Prospectus. These authorities are subject to change,\npossibly with retroactive effect. This summary does not address all aspects of U.S. federal income taxation that may be relevant to holders\nin light of their particular circumstances, nor does it address any state, local, or foreign tax consequences.

This summary applies only\nto holders who hold their interests in Physicians (or shares of PCMC common stock, as applicable) as \"capital assets\" within\nthe meaning of Section 1221 of the Code (generally, property held for investment). This summary does not address holders that are subject\nto special rules, including: financial institutions; insurance companies; mutual funds; tax-exempt organizations; pension funds; dealers\nin securities; traders in securities who elect to apply a mark-to-market method of accounting; holders who hold Physicians interests or\nPCMC shares as part of a hedge, straddle, constructive sale, or conversion transaction; holders who acquired their interests in Physicians\nthrough the exercise of employee stock options or otherwise as compensation; holders liable for the alternative minimum tax; real estate\ninvestment trusts; regulated investment companies; U.S. expatriates; or non-U.S. holders (as described below).

Tax Treatment of the Business\nCombination for U.S. Holders

The parties intend for the\nBusiness Combination to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of\n1986, as amended (the “Code”). If the Business Combination so qualifies, Physicians stockholders who exchange their Physicians\nequity interests solely for PCMC common stock generally would not recognize gain or loss for U.S. federal income tax purposes on the exchange.

However, the qualification\nof the Business Combination as a tax-free reorganization is uncertain.

If the Business Combination\ndoes not qualify as a reorganization within the meaning of Section 368(a), the exchange of Physicians equity interests for PCMC common\nstock generally would be a taxable transaction for U.S. federal income tax purposes. In that event, a U.S. holder of Physicians equity\ninterests generally would recognize gain or loss equal to the difference between (i) the fair market value, as of the Closing date, of\nthe PCMC common stock (and any cash) received in the exchange and (ii) such holder’s adjusted tax basis in the Physicians equity\ninterests surrendered. Such gain or loss generally would be capital gain or loss, and would be long-term capital gain or loss if the holder’s\nholding period in the Physicians equity interests exceeded one year as of the Closing date, subject to any applicable rules recharacterizing\nall or a portion of such gain, including potentially Section 306 of the Code with respect to certain preferred or other non-common equity\ninterests. A U.S. holder’s tax basis in the PCMC common stock received in a taxable exchange would equal its fair market value on\nthe Closing date, and the holder’s holding period in such stock would begin on the day after the Closing date.

Even if the Business Combination\ndoes not qualify as a reorganization under Section 368(a), the exchange may nonetheless qualify for nonrecognition treatment under Section\n351 of the Code if the exchange is treated as a transfer of property to PCMC solely in exchange for PCMC common stock and, immediately\nafter the exchange, the transferring Physicians stockholders (together with any other persons whose transfers are integrated with the\nexchange under applicable Treasury regulations) are in “control” of PCMC within the meaning of Section 368(c) of the Code\n— that is, own stock possessing at least 80% of the total combined voting power of all classes of PCMC stock entitled to vote and\nat least 80% of the total number of shares of each other class of PCMC stock. Whether this control threshold is satisfied will depend\non the actual post-closing ownership of PCMC, which the parties currently expect will place the former Physicians equityholders, in the\naggregate, at or near this 80% threshold. There can be no assurance that this threshold will be met, and the qualification of the exchange\nunder Section 351 is, like its qualification under Section 368(a), uncertain.

If PCMC assumes any liabilities\nof Physicians in connection with a transfer intended to qualify under Section 351, such assumption generally would not, by itself, be\ntreated as boot to the transferring stockholders under Section 357(a) of the Code, except that (i) under Section 357(b), the full amount\nof liabilities assumed may be treated as boot if the assumption is determined to have a principal purpose of tax avoidance or, if not\nsuch a purpose, no bona fide business purpose, and (ii) under Section 357(c), gain generally must be recognized to the extent the liabilities\nassumed exceed the aggregate adjusted basis of the property transferred.

Regardless of whether the\nBusiness Combination qualifies as a reorganization under Section 368(a), as an exchange under Section 351, or as a fully taxable transaction,\nPCMC generally would not recognize gain or loss upon its issuance of PCMC common stock as consideration in the Business Combination, pursuant\nto Section 1032 of the Code.

If the Business Combination\nqualifies as a reorganization under Section 368(a), the U.S. federal income tax consequences to U.S. holders of Physicians equity interests\nwho exchange such interests for PCMC common stock in the Business Combination generally would be as follows:

●

A U.S. holder would generally not recognize gain or loss on the exchange of Physicians equity interests\nsolely for PCMC common stock in the Business Combination;

●

The aggregate tax basis of the PCMC common stock received by a U.S. holder in the Business Combination\ngenerally would equal the aggregate adjusted tax basis of the Physicians equity interests surrendered in exchange therefor;

●

The holding period of the PCMC common stock received by a U.S. holder in the Business Combination generally\nwould include the holding period of the Physicians equity interests surrendered in exchange therefor;

The qualification of the Business\nCombination as a tax-free reorganization depends on the satisfaction of various requirements under the Code and Treasury regulations,\nincluding the \"continuity of interest\" requirement, the \"continuity of business enterprise\" requirement, and the \"business\npurpose\" requirement. If the Business Combination fails to qualify as a tax-free reorganization, each U.S. holder of Physicians equity\ninterests who exchanges such interests for PCMC common stock would generally recognize taxable gain or loss equal to the difference between:\n(i) the fair market value of the PCMC common stock received; and (ii) the holder's adjusted tax basis in the Physicians equity interests\nsurrendered. Any such gain or loss generally would be capital gain or loss and would be long-term capital gain or loss if the holder held\nthe Physicians equity interests for more than one year.

No ruling has been requested\nfrom the Internal Revenue Service, and no opinion of counsel has been rendered, as to the qualification of the Business Combination as\na reorganization under Section 368(a), as an exchange under Section 351, or as to any other U.S. federal income tax consequence described\nabove. Neither the obtaining of a tax opinion nor the qualification of the Business Combination under Section 368(a) or Section 351 is\na condition to the obligations of the parties to consummate the Business Combination. The U.S. federal income tax consequences described\nin this section are complex and depend on each holder’s particular circumstances. All holders of Physicians equity interests are\nurged to consult their own tax advisors as to the particular U.S. federal, state, local, and non-U.S. tax consequences of the Business\nCombination to them.

Tax Treatment of the Business\nCombination for Non-U.S. Holders

Non-U.S. holders (generally,\nindividuals who are not U.S. citizens or residents and entities that are not organized under the laws of the United States) who receive\nPCMC common stock in connection with the Business Combination may be subject to U.S. federal income, withholding, and backup withholding\ntaxes depending on their individual circumstances. Non-U.S. holders are strongly urged to consult their own tax advisors regarding the\nU.S. federal income tax consequences of the Business Combination, including any applicable tax treaty provisions, and the tax consequences\nin their country of residence or organization.

Information Reporting and\nBackup Withholding

Holders of Physicians equity\ninterests who receive PCMC common stock in the Business Combination may be required to comply with certain information reporting requirements,\nincluding attaching a statement to their U.S. federal income tax return for the year of the exchange as required under Treasury Regulation\nSection 1.368-3 (or any successor provision). In addition, PCMC may be required to file IRS Form 8937 (Report of Organizational Actions\nAffecting Basis of Securities) in connection with the Business Combination. Payments made to a holder in connection with the Business\nCombination may be subject to backup withholding at the applicable statutory rate unless the holder provides a correct taxpayer identification\nnumber and certifies, under penalty of perjury, that such holder is not subject to backup withholding. Backup withholding is not an additional\ntax; amounts withheld as backup withholding may be credited against the holder's U.S. federal income tax liability and may be refunded\nif the holder timely files a U.S. federal income tax return. Each person or entity is encouraged to consult with their own tax specialist\nto determine what tax effects, if any, will have on an individual tax situation.

Tax Consequences of Holding\nPCMC Common Stock

Dividends paid on PCMC common\nstock to U.S. holders will generally be taxable as ordinary income (or, in certain circumstances, as \"qualified dividends\" taxable\nat preferential rates for individuals). As noted above, PCMC does not expect to pay dividends in the foreseeable future. Upon a sale or\nother taxable disposition of PCMC common stock, a U.S. holder generally will recognize capital gain or loss equal to the difference between\nthe amount realized and the holder's adjusted tax basis in such shares. The combined company does not qualify as, and does not expect\nto elect to be treated as, a REIT; accordingly, there is no special REIT-related pass-through tax treatment available to shareholders\nof PCMC.

UNAUDITED\nPRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma combined\nfinancial information presents the combined financial position and results of operations of PCMC and Physicians after giving effect to\nthe Business Combination and the related acquisition financing transactions. The pro forma financial information has been prepared in\naccordance with Article 11 of Regulation S-X. The pro forma balance sheet is presented as of June 30, 2026, as if the Business Combination\nhad been completed on that date. The pro forma income statement is presented for the year ended September 30, 2025 as if the Business\nCombination had been completed at the beginning of such period.

The pro forma financial information is unaudited\nand is presented for illustrative purposes only. It does not purport to represent what the combined company's actual financial position\nor results of operations would have been had the Business Combination been completed on the dates indicated, nor does it purport to project\nthe combined company's financial position or results of operations for any future period. The pro forma financial information should be\nread in conjunction with the historical financial statements of PCMC and Physicians, which are included elsewhere in this Information\nStatement/Prospectus, and with the notes to the pro forma financial statements set forth below.

Introduction

The following unaudited pro\nforma condensed combined financial information presents the combination of the historical financial information of PCMC and Physicians,\nadjusted to give effect to the Business Combination and related transactions.

The unaudited pro forma condensed\ncombined financial information has been prepared in accordance with Article 11 of Regulation S-X as in effect on the date of this registration\nstatement and reflects only Transaction Accounting Adjustments (as defined in Article 11). PCMC and Physicians have not reflected (and\nhave elected not to present) adjustments for reasonably estimable synergies, dis-synergies, or other non-accounting transaction effects.

The unaudited pro forma condensed\ncombined financial information is presented for illustrative purposes only and does not necessarily reflect what PCMC and Physicians financial\nposition or results of operations would have been had the Transactions been completed on the dates assumed, nor is it necessarily indicative\nof PCMC and Physicians future financial condition or results of operations.

Pro forma financial information\nincludes the unaudited pro forma condensed combined balance sheet as of June 30, 2026. This balance sheet combines the historical unaudited\nbalance sheets of PCMC and Physicians as of June 30, 2026, giving pro forma effect to the Transactions as if they had occurred on June\n30, 2026.

The unaudited pro forma condensed\ncombined statement of operations for the nine months ended June 30, 2026 combines the historical unaudited condensed statement of operations\nof PCMC for the nine months ended June 30, 2026 with the historical unaudited condensed statement of operations of Physicians for the\nnine months ended June 30, 2026 on a pro forma basis as if the Transactions and the other related events contemplated by the Transactions,\nsummarized below, had been consummated on October 1, 2024, the beginning of the earliest period presented. The unaudited pro forma condensed\ncombined statement of operations for the year ended September 30, 2025 combines the historical audited statement of operations of PCMC\nfor the year ended September 30, 2025 with the historical audited statement of operations of Physicians for the year ended September 30,\n2025 on a pro forma basis as if the Transactions and the other related events contemplated by the Transactions, summarized below, had\nbeen consummated on October 1, 2024.

The unaudited pro forma condensed\ncombined financial information was derived from, and should be read in conjunction with, the following historical financial statements\nand accompanying notes, which are included elsewhere in this Information Statement/Prospectus:

the historical unaudited condensed financial\nstatements of PCMC as of and for the nine months ended June 30, 2026 and the historical audited financial statements of PCMC as of and\nfor the year ended September 30, 2025;

the historical unaudited condensed interim financial\nstatements of Physicians as of and for the nine months ended June 30, 2026 and the historical audited financial statements of Physicians\nas of and for the year ended September 30, 2025; and

other information relating to PCMC and Physicians\nincluded in this Information Statement/Prospectus.

This information should also\nbe read together with the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations\nof PCMC and Physicians” and other financial information contained elsewhere in this Information Statement/Prospectus.

PRO FORMA BALANCE SHEET

(As of June 30, 2026 — Unaudited)

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Line Item	Historical PCMC			Historical Physicians		Transaction Accounting Adjustments	Pro Forma Combined

Cash and cash equivalents		6,692			241,142					247,834
Prepaid expenses and other current assets		-			13,700					13,700
Real property (at cost)		-			12,381,549					12,381,549
Capitalized transaction costs		-			33,938					33,938
Other assets										-
Total Assets		6,692			12,670,329		-			12,677,021

Academy Bank Loan		-			8,127,136					8,127,136
SAFE and related derivative		-			2,732,671		(2,732,671	)	(A)	-
Related-party loans & interest and derivative		279,484			1,753,424		(279,484	)	(B)	1,753,424
Short term loans		-			390,000					390,000
Accrued expenses		18,499			337,674					356,173
Other liabilities		31,560			595,706		(31,560	)	(C)	595,706
Total Liabilities		329,543			13,936,611		(3,043,715	)		11,222,439

Preferred Stock		-			-		28,664		(D)	28,664
Common stock		34,277			10,000		58,566		(D)	102,843
Additional paid-in capital		5,494,739			-		(2,812,930	)		2,681,809
Retained earnings (deficit)		(5,851,867	)		(1,276,282	)	5,769,415			(1,358,734	)
Total Stockholders' Equity		(322,851	)		(1,266,282	)	3,043,715			1,454,582
Total Liabilities and Stockholders' Equity		6,692			12,670,329		-			12,677,021

PRO FORMA INCOME STATEMENT

(For the Nine Months Ended June 30, 2026 —\nUnaudited)

Line Item	Historical PCMC			Historical Physicians		Transaction Accounting Adjustments	Pro Forma Combined
Revenues
Rental revenue		-			525,435				525,435
Total Revenues		-			525,435		-		525,435
Operating Expenses
Depreciation - real property		-			308,825				308,825
General and administrative expenses		117,498			328,266				445,764
Other expenses		-			-		-		-
Total Operating Expenses		117,498			637,091		-		754,589
Other Income (Expense)
Interest Income		5,308			980		-		6,288
Academy Bank Loan (6.25% × $8,210,000)					(311,772	)	-		(311,772	)
Change in derivative liability					(540,992	)	33,238	(AA)	(507,754	)
Interest Related-party loans (see table)		(3,500	)		(70,411	)			(73,911	)
Interest Seller financing (7.5% × $790,000)					(43,830	)			(43,830	)
Other Expense		-			(13,984	)			(13,984	)
Net Income (Loss) Before Tax		(115,690	)		(1,091,665	)	33,238		(1,174,117	)
Income tax provision		-			-		-		-
Net Income (Loss)		(115,690	)		(1,091,665	)	33,238		(1,174,117	)

Basic and Diluted Loss per Share
Basic and diluted loss per share		(0.00	)		(0.11	)			(0.01	)

Weighted average number of shares outstanding – basic and diluted		34,276,816			10,000,000				102,843,184

PRO FORMA INCOME STATEMENT

(For the Period Ended September 30, 2025 —\nUnaudited)

Line Item	Historical PCMC			Historical Physicians		Transaction Accounting Adjustments	Pro Forma Combined
Revenues
Rental revenue	-			-			-
Total Revenues	-			-		-	-
Operating Expenses
Depreciation - real property	-			-			-
General and administrative expenses		93,554			160,189					253,743
Other expenses		-			-		-			-
Total Operating Expenses		93,554			160,189		-			253,743
Other Income (Expense)
Interest Income		237			-		(237	)	(BB)	-
Change in derivative liability					(12,380	)	2,433		(CC)	(9,947	)
Interest Related-party loans (see table)		(10,500	)		(12,048	)				(22,548	)
Other Expenses		-			-					-
Net Income (Loss) Before Tax		(103,817	)		(184,617	)	2,196			(286,238	)
Income tax provision		-			-		-			-
Net Income (Loss)		(103,817	)		(184,617	)	2,196			(286,238	)

Basic and Diluted Loss per Share
Basic and diluted loss per share		(0.00	)		(0.02	)				(0.00	)

Weighted average number of shares outstanding – basic and diluted		34,276,816			8,636,364					102,843,184

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

Basis of Presentation

The Business Combination will be accounted for\nas a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, PCMC will be treated as the “acquired”\ncompany and Physicians as the “accounting acquirer” for financial reporting purposes. Accordingly, for accounting purposes,\nthe consolidated financial statements of New PCMC will represent a continuation of the financial statements of Physicians with the Transactions\ntreated as the equivalent of Physicians issuing stock for the net assets of PCMC, accompanied by a recapitalization. The net assets of\nPCMC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Transactions will\nbe presented as those of Physicians in future reports of New PCMC.

The unaudited pro forma condensed combined balance\nsheet as of June 30, 2026 gives pro forma effect to the Transactions and the other related events contemplated by the Transactions as\nif consummated on June 30, 2026. The unaudited pro forma condensed combined statements of operations for the nine months ended June 30,\n2026 and for the year ended September 30, 2025 give pro forma effect to the Transactions and the other related events contemplated by\nthe Transactions as if consummated on October 1, 2024, the beginning of the earliest period presented, on the basis of Physicians as the\naccounting acquirer.

The unaudited pro forma condensed combined financial\ninformation was derived from and should be read in conjunction with the following historical financial statements and the accompanying\nnotes, which are included elsewhere in this Information Statement/Prospectus:

other information relating to PCMC and Physicians\nincluded in this Information Statement/Prospectus.

Management has made significant estimates and\nassumptions in its determination of the pro forma adjustments based on information available as of the date of this prospectus. As the\nunaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts\nrecorded may differ materially from the information presented as additional information becomes available. Management considers this basis\nof presentation to be reasonable under the circumstances.

Accounting Policies

Upon consummation of the Business Combination,\nmanagement will perform a comprehensive review of the two entities’ accounting policies. As a result of the review, management may\nidentify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial\nstatements of the post-combination company. Management did not identify any differences that would have a material impact on the unaudited\npro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does\nnot assume any differences in accounting policies.

Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

Adjustments to Unaudited Pro Forma Condensed\nCombined Balance Sheet

Reflects the conversion of the Physicians SAFEs or equity advance agreements which are assumed to be converted,\ncancelled, or otherwise settled at or prior to the Closing in accordance with the Closing Capitalization Schedule, as required by the\nShare Exchange Agreement, and the pro forma balance sheet and income statement reflect that settlement. The dilutive effect of the SAFE\nconversions on the pre-existing shareholders of each company is described in \"Risk Factors - Financing and Leverage Risks.\"

Reflects the settlement and elimination of debt of PCMC at or prior to Closing.

Reflects the settlement of accounts payable of PCMC at or prior to Closing

Represents the issuance of shares of New PCMC\nPreferred Stock and Common Stock to holders of Physicians Common Stock pursuant to the Share Exchange Agreement to effect the reverse\nrecapitalization at the Closing as follows:

										Pro Forma
					Transaction					Potentially
					Accounting	Pro Forma		Conversion		Diluted
	PCMC		Physicians		Adjustments	Combined		Ratio		Shares
Preferred Stock Series A						1,000,000			1,000,000		1 for 1	1,000,000
Preferred Stock Series B-1						15,942,612			15,942,612		4 for 1	63,770,448
Preferred Stock Series B-1						3,750,000			3,750,000		4 for 1	15,000,000
Preferred Stock Series B-2						7,971,306			7,971,306		8 for 1	63,770,448
Common Stock				10,000,000		(10,000,000	)		-
Common Stock		34,276,816				68,566,368			102,843,184			102,843,184
Totals		34,276,816		10,000,000		87,230,286			131,507,102			246,384,080

There are currently no preferred shares\nof PCMC outstanding, however at the time of the merger Convertible Preferred Stock in Series A, Series B-1 and Series B-2 will be issued\nas reflected in the above table.

Adjustments to Unaudited Pro Forma Condensed\nCombined Statements of Operations

AA. Reflects\nthe elimination of the 2026 historical change in fair value of the SAFE derivative liability, as the SAFE notes are assumed to convert\nupon consummation of the Business Combination at the beginning of the period presented.

BB. Reflects the reduction\nof related party note interest that will be eliminated at or prior to Closing.

CC. Reflects the elimination\nof the 2025 historical change in fair value of the SAFE derivative liability, as the SAFE notes are assumed to convert upon consummation\nof the Business Combination at the beginning of the period presented.

Basic and Diluted Net (Loss) per Share

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Historical PCMC Nine Months			Historical Physicians Nine Months			Pro Forma Combined
	June 30,			June 30,			June 30,
	2026			2026			2026
Numerator:
Net Income (Loss) attributable to common shareholders	$	(115,690	)		$	(1,091,665	)	$	(1,174,117	)

Denominator:
Weighted average common and common equivalent shares outstanding – basic and diluted		34,276,816				10,000,000			102,843,184

Income (Loss) per Share – Basic and Diluted	$	(0.00	)		$	(0.10	)	$	(0.02	)

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Historical \n PCMC Twelve Months			Historical \n Physicians Period Ending			Pro Forma \n Combined
	September 30,			September 30,			September 30,
	2025			2025			2025
Numerator:
Net Income (Loss) attributable to common shareholders	$	(103,817	)		$	(184,617	)	$	(286,238	)

Denominator:
Weighted average common and common equivalent shares outstanding – basic and diluted		34,276,816				10,000,000			102,843,184
Income (Loss) per Share – Basic and Diluted	$	(0.00	)		$	(0.02	)	$	(0.00	)

BUSINESS\nOF PCMC

Corporate History and Formation

The Company was incorporated\nunder 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\nname from MyOffiz, Inc. to Public Company Management Corporation. The Company was a management consulting firm that educated and assisted\nsmall businesses to improve their management, corporate governance, regulatory compliance, and other business processes, with a focus\non capital market participation. From October 1, 2012 until September 30, 2020, the Company had no or limited business operations. Since\nOctober 1, 2020, current management (which includes participation by our majority shareholder) had determined to direct its efforts and\nlimited resources to pursue potential new business opportunities. PCMC's principal offices are currently located at 9350 Wilshire Boulevard,\nSuite 203 Beverly Hills, CA 90212. Its telephone number is 310.862.1957.

Shell Company Status and Prior Filing

PCMC is a \"shell company\"\nas defined in Rule 12b-2 under the Exchange Act, in that it has no or nominal operations and either no or nominal assets, or assets consisting\nsolely of cash and cash equivalents. The Company initially became a reporting company under Section 12(g) of the Securities Exchange Act\nof 1934 upon the effectiveness of its Form 10-SB filed June 20, 2002. The Company terminated its registration by filing a Form 15 on February\n14, 2008, and subsequently re-registered as a reporting issuer upon the effectiveness of its Form 10 filed on June 1, 2022. Since that\ntime, PCMC has filed all reports required under Sections 13(a) and 15(d) of the Exchange Act, including its Annual Reports on Form 10-K,\nQuarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and is current in its Exchange Act reporting obligations. CIK number\nis 0001141964, and its SEC filings are available on the SEC's EDGAR database at www.sec.gov. Following the consummation of the Business\nCombination, PCMC will be required to file current \"Form 10 information\" with the SEC reflecting its status as a non-shell company,\nin accordance with Rule 144(i) under the Securities Act.

Within four business days\nfollowing the Closing, PCMC will be required to file a Current Report on Form 8-K pursuant to Item 2.01 of Form 8-K. Because PCMC is a\nreporting shell company at the time of the Business Combination, the Super 8-K must contain the information required by Form 10 under\nthe Exchange Act, reflecting PCMC’s status as an entity that is no longer a shell company. This Form 10-level disclosure is substantially\nmore extensive than the standard Item 2.01 disclosure required of non-shell company acquirers and will include, among other things, audited\nfinancial statements of Physicians, unaudited interim financial information, unaudited pro forma combined financial statements, a description\nof the combined company’s business and properties, and management’s discussion and analysis of financial condition and results\nof operations. The date of the Super 8-K filing is significant because the one-year period after which former-shell-company status will\nno longer preclude Rule 144 resales begins to run on that date. See “Securities Act Restrictions on Resale of PCMC Common Stock”\nbeginning on page 75.

Employees

PCMC currently has no employees.\nPCMC's business activities are conducted by its officer and director on a part-time basis, without compensation. Following the consummation\nof the Business Combination, the combined company may engage employees or independent contractors as required to manage its operations\nbut currently has no plans to hire employees.

Principal Office and Contact Information

PCMC's principal\noffices are located at:

9350 Wilshire Boulevard

Suite 203

Beverly Hills, CA 90212

Inquiries regarding PCMC should\nbe directed to Quynh Hoa T. Tran at the address listed above.

Prior Capital Raises and Share Issuances

Since 2002, PCMC has not conducted\nany registered capital raises involving the sale of shares. PCMC has, however, entered into Advance Agreements with certain related and\nunrelated parties in the aggregate amount of approximately $475,000, pursuant to which such parties made capital contributions to PCMC;\nthe Advance Agreements are not securities and do not by their terms grant the contributors any voting rights, ownership interest, or right\nto receive equity. Repository Services LLC will transfer and surrender to the holders of the Advance Agreements an aggregate of 12,016,911\nshares of PCMC common stock held by Repository Services LLC in consideration for the settlement of any rights or claims of the contributors\narising from the Advance Agreements. No new shares of PCMC common stock will be issued by PCMC in connection with this transaction. In\nconsideration of the agreement for the transfer of the Repository Services LLC held shares and the agreed upon satisfaction of the applicable\nexchange documentation, the Advance Agreements will be terminated. PCMC has not registered any securities under the Securities Act prior\nto the filing of this Registration Statement on Form S-4, except as disclosed herein. The transfer will constitute a private secondary\ntransfer by Repository Services LLC, rather than an offering or sale by PCMC. Repository Services LLC expects the transfer to be effected\nin reliance on an available exemption from registration under the Securities Act of 1933, as amended, including, to the extent available,\nSection 4(a)(1) or the commonly recognized private-resale exemption sometimes referred to as “Section 4(a)(1½).” The\ntransfer will not involve any general solicitation or general advertising. Each holder receiving shares from Repository Services LLC is\na sophisticated investor, or has a sophisticated purchaser representative, and has had access to such information concerning PCMC as it\nconsiders necessary to evaluate the investment; the shares transferred by Repository Services LLC will be “restricted securities”\nand may not be offered, sold, pledged or otherwise transferred absent an effective registration statement or an available exemption from\nregistration under applicable federal and state securities laws.

Description of Existing Shareholders and Share Structure

As of the date hereof, PCMC's\nauthorized capital structure consists of 500,000,000 shares of common stock, $0.001 par value per share, and 50,000,000 shares of preferred\nstock, $0.001 par value per share, of which 34,276,816 shares of common stock and no shares of preferred stock were issued and outstanding.\nFor information regarding the beneficial ownership of PCMC’s common stock, both as of the date of this Information Statement/Prospectus\nand on a pro forma basis after giving effect to the Business Combination, including the holdings of Repository Services LLC and PCMC’s\nsole officer and director, see “Security Ownership of Certain Beneficial Owners and Management” beginning on page 77.

Legal Proceedings

There is no material litigation,\narbitration or governmental proceeding currently pending against us or any of our directors and executive officers in their capacity as\nsuch.

From time to time in the ordinary\ncourse of business, the combined company may become involved in routine legal proceedings. The combined company does not expect any such\nroutine proceedings to have a material adverse effect on its business, financial condition, or results of operations

PCMC\nMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s\nPlan of Operation.

The\nfollowing discussion contains forward-looking statements. Forward-looking statements give our current expectations or forecasts of future\nevents. You can identify these statements by the fact that they do not relate strictly to historical or current facts. The use of words\nsuch as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,”\n“believe,” and other words and terms of similar meaning in connection with any discussion of future operating or financial\nperformance. From time to time, the Company may also provide forward-looking statements in other materials that we release to the public.

Overview.

The\nCompany proposes completing a business combination (the \"Business Combination\") with Physicians, a physician owned healthcare\nreal estate investment and development platform focused on the acquisition, development, ownership, and management of medical office buildings,\nambulatory surgery centers, and other outpatient healthcare facilities. Physicians intends to partner with physician groups to structure\nco investment and co development opportunities designed to enhance long term physician ownership, improve clinical workflow, and create\nstable, recurring real estate income streams.

Physicians’\nbusiness model centers on identifying medical real estate assets with favorable demographic, reimbursement, and utilization characteristics;\nstructuring physician aligned ownership vehicles; and managing the development, leasing, and long term operation of such facilities. Physicians\nis led by a practicing physician and works with healthcare operators, enabling Physicians to integrate clinical, operational, and financial\nconsiderations into its real estate strategy.

Physicians\nhas acquired, owns, and is operating the commercial real property located at 14585 Hazel Dell Parkway, Carmel, Indiana 46033 (the \"Property\").

The\nBusiness Combination is intended to result in a reverse merger or share exchange pursuant to which the Company will become the surviving\npublic entity and the shareholders of Physicians will receive shares of the Company’s common stock in exchange for their equity\ninterests in Physicians.

Upon consummation\nof the Business Combination, on a fully diluted, as-converted basis, the shareholders of Physicians are expected to own approximately\n80% of the combined company's outstanding common stock, and the remaining approximately 20% is expected to be held by non-Physicians holders,\nconsisting of approximately 13.9% held by the pre-existing shareholders of the Company and approximately 6.1% held by Specialty Capital\nLenders LLC upon conversion of its Series B-1 Convertible Preferred Stock. On a non-diluted basis at the Closing, before giving effect\nto conversion of the PCMC Preferred Stock, the pre-existing shareholders of the Company would hold a larger percentage of the outstanding\ncommon stock (approximately one-third). No vote of the Company's stockholders is required or is being solicited in connection with the\nBusiness Combination; the Business Combination is subject to, among other things, the receipt of all required regulatory approvals and\nthe satisfaction or waiver of the other closing conditions described in the Share Exchange Agreement. The Company’s sole director\nhad unanimously determined that the Business Combination and the transactions contemplated by the Share Exchange Agreement are advisable,\nfair to, and in the best interests of the Company and its shareholders.

Going Concern.

The\nCompany’s unaudited financial statements for the three and nine months ended June 30, 2026 and 2025 and the balance sheet as of\nJune 30, 2026 and September 30, 2025, were prepared using the assumption that we will continue our operations as a going concern. Our\nindependent accountants in their audit report expressed substantial doubt about our ability to continue as a going concern. Our operations\nare dependent on our ability to raise sufficient capital or complete business combination as a result of which we become profitable. Our\nfinancial statements do not include any adjustments that may result from the outcome of this uncertainty.

Results of Operations for the Three and\nNine Months ending June 30, 2026 and 2025

The\nCompany had not generated any revenues during the periods ended June 30, 2026 and 2025.

The\nCompany had total operating expenses of $24,560 during the three months ended June 30, 2026 and total operating expenses of $23,239 for\nthe three months ended June 30, 2025. The increase due to increased professional fees for audits.

The\nCompany had total operating expenses of $117,498 during the nine months ended June 30, 2026 and total operating expenses of $59,481 for\nthe nine months ended June 30, 2025. The increase due to increased professional fees for audits.

The\nCompany incurred $0 and $2,625 in interest expense for the three months ending June 30, 2026 and 2025, respectively.

The\nCompany incurred $3,500 and $7,875 interest expense for the nine months ending June 30, 2026 and 2025, respectively.

The\nCompany had interest income of $0 and $0 for the three months ending June 30, 2026 and 2025, respectively.

The\nCompany had interest income of $5,308 and $0 for the nine months ending June 30, 2026 and 2025, respectively.

The\nCompany had a net loss of $24,560 and $25,864 for the three months ending June 30, 2026 and 2025, respectively.

The\nCompany had a net loss of $115,690 and $67,356 for the nine months ending June 30, 2026 and 2025, respectively.

Results of Operations for the Year ending\nSeptember 30, 2025 and 2024

The\nCompany had not generated any revenues during the twelve months ended September 30, 2025 and 2024.

The\nCompany had total operating expenses of $93,554 during the year ended September 30, 2025 and total operating expenses of $71,017 for the\nyear ended September 30, 2024. The increase due to increased professional fees and for startup expenses for Physicians Capital Management\nCorporation.

The\nCompany incurred $10,263 and $10,500 in other expenses for the year ending September 30, 2025 and 2024, respectively, made up mostly of\ninterest expense.

The\nCompany had interest income of $237 and $0 for the year ending September 30, 2025 and 2024.

The\nCompany had a net loss of $103,817 and $81,517 for the year ending September 30, 2025 and 2024, respectively.

Liquidity and Capital\nResources.

As\nof June 30, 2026, and through the date hereof, the Company has no business operations and limited cash resources other than those provided\nby Repository Services LLC and short-term advances. The Company does not currently engage in any business activities that provide cash\nflow. We are dependent upon interim funding to be provided by Repository Services LLC or Specialty Capital Lenders LLC or other investors\nto pay professional fees and expenses. If the Company requires additional financing, the Company cannot predict whether equity or debt\nfinancing will become available at terms acceptable to us, if at all. Repository Services LLC has agreed to provide funding as may be\nrequired to pay for accounting fees and other administrative expenses of the Company until the Company enters into a business combination.\nThe Company would be unable to continue as a going concern without interim financing provided by Repository Services LLC.

The\nCompany’s liquidity is dependent on its ability to complete the Business Combination or, if the Business Combination is not completed,\nto obtain other financing or identify an alternative business combination candidate. As of June 30, 2026, the Company had cash and cash\nequivalents of $6,692, which is insufficient to fund the Company’s operations for an extended period in the absence of the Business\nCombination. The Company's continued existence as a going concern is dependent upon the consummation of the Business Combination or other\nsignificant capital infusion. The Company's financial statements include a going concern disclosure issued by its independent auditors.\nThere are no known trends, demands, commitments, events, or uncertainties that are reasonably likely to have a material effect on the\nCompany’s financial condition other than the proposed Business Combination.

The\ncosts of investigating and analyzing business combinations, maintaining the filing of Exchange Act reports, the investigation, analyzing,\nand consummation of an acquisition for an unlimited period of time will be paid from additional money lent to the Company by Repository\nServices LLC or other investors.

If\nthe Business Combination is not consummated, the Company currently plans to satisfy its cash requirements for the next twelve months through\nits cash on hand and borrowings from Repository Services LLC or Specialty Capital Lenders LLC or entities or individuals affiliated with\neither and believes it can satisfy its cash requirements so long as the Company is able to obtain financing from these parties. The Company\nexpects that the money borrowed will be used during the next twelve months to satisfy the Company’s operating costs, professional\nfees and for general corporate purposes.

If\nthe Business Combination is not consummated, during the next twelve months, the Company anticipates incurring costs related to filing\nof Securities Exchange Act of 1934, as amended, reports, franchise fees, transfer agent fees, registered agent fees, legal fees, accounting\nfees, and investigating, analyzing, and consummating an acquisition or business combination. The Company estimates that these costs will\nbe in the range of ten to twelve thousand dollars per year, and that the Company will be able to meet these costs as necessary with funds\nto be advanced or loaned to us by investors or Repository Services LLC and/or Specialty Capital Lenders LLC.

On\nMarch 31, 2026, the Company and Specialty entered into a Note Transfer and Debt Settlement Agreement, effective as of February 15, 2026\n(the “Settlement Agreement”). Pursuant to the Settlement Agreement, the Company assigned and transferred to Specialty all\nof the Company’s right, title and interest in and to the Physicians Note, including the $163,000 outstanding principal balance and\n$5,545 of accrued interest thereon. The aggregate assigned receivable was $168,545. The assignment of the Physicians Note did not extinguish,\nforgive or otherwise discharge Physicians’ obligations under the Physicians Note. Following the assignment, Specialty became the\nholder of the Physicians Note, and Physicians remained obligated to Specialty in accordance with the terms of the Physicians Note.

As\nof June 30, 2026, the Company was obligated to Specialty Capital Lenders LLC for $279,484, with accrued interest of $0, for a total of\n$279,484 evidenced by the note. As of the date hereof, the maturity date of the note was extended to December 31, 2026. Further, as of\nJune 30, 2026, Physicians remained obligated to Specialty for the $163,000 assigned principal amount, together with accrued and future\ninterest and the balance receivable on the Physicians Note by the Company was zero.

As\nof June 30, 2026 and September 30, 2025, respectively, the Company had cash of $6,692 and $234,405, respectively. The Company had a negative\ncash flow from operations of $97,713 and $101,057 for the nine months ended June 30, 2026 and 2025, respectively.

As\nof September 30, 2025 and 2024, respectively, the Company had cash of $234,405 and $100,035, respectively. The Company had cash flow from\noperations of negative ($165,630) and negative ($58,731) for the years ended September 30, 2025 and 2024, respectively.

Off-Balance Sheet\nArrangements.

As\nof June 30, 2026 and September 30, 2025, the Company did not have any off-balance sheet arrangements as defined in Item 303(b) of\nRegulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

Contractual Obligations\nand Commitments.

As\nof September 30, 2025, the Company did not have any contractual obligations. As of June 30, 2026, the Company had entered into a Share\nExchange Agreement with Physicians Capital Management Corporation (“Physicians”), pursuant to which the Company agreed to\nacquire all of the issued and outstanding shares of Physicians in exchange for newly issued equity securities of the Company. As of the\ndate hereof, the Company is contractually bound by the terms, conditions, and commitments contained therein. The Share Exchange Agreement\nhad been executed but the transaction is executory and has not closed.

As\nof June 30, 2026, the Company received proceeds of $475,000 in unsecured advances from related and unrelated parties for working capital\nwhich the Company has no legal obligation to repay. Accordingly, these advances are reflected in the Company’s financial statements\nas additional paid-in capital. In connection with the Business Combination, Repository Services LLC will transfer 12,016,911 shares of\nPCMC common stock that it already holds to the contributors under the Advance Agreements, and PCMC will not issue any shares in respect\nof the Advance Agreements.

Critical Accounting\nPolicies.

Our\nsignificant accounting policies are described in the notes to our financial statements.

BUSINESS OF PHYSICIANS

Overview

Physicians Capital Management\nCorporation (\"Physicians\") is a Maryland corporation formed on January 31, 2025 as a physician-aligned healthcare real estate\ninvestment and development platform. Physicians focuses on the acquisition, development, ownership, and long-term management of medical\noffice buildings, emergency and urgent care facilities, ambulatory surgery centers, and other outpatient healthcare-related real property.\nPhysicians was organized by, and is controlled by Ivie.

Physicians conducts its business\nthrough its wholly owned subsidiary, PC Indiana Carmel LLC, an Indiana limited liability company, which holds fee title to Physicians'\nsole property and serves as landlord under the triple-net lease described below. Other than that property and its related contractual\nand financing arrangements, Physicians has no other operations or revenues and has no employees.

Business Strategy and Model

Physicians' strategy is to\nacquire and hold income-producing healthcare real estate leased on a long-term, net-lease basis to healthcare operators, with an emphasis\non assets that present stable, recurring rental income supported by essential clinical services. Physicians intends to partner with physician\ngroups and healthcare operators to structure physician-aligned ownership vehicles and, over time, to pursue additional medical office\nand outpatient healthcare acquisitions. Because Physicians is led by individuals with clinical and healthcare-operating experience, it\nseeks to integrate clinical, operational, and real estate considerations when evaluating potential assets, including demographic trends,\npatient-utilization patterns, reimbursement dynamics, and tenant creditworthiness.

Following the Business Combination,\nthe combined company's near-term business will consist solely of owning and managing the Property and collecting rental income under the\nexisting lease. Any expansion beyond the Property will depend on the combined company's access to capital and its ability to identify\nand finance suitable acquisitions. See \"Risk Factors\" and \"Physicians Management's Discussion and Analysis of Financial\nCondition and Results of Operations.\"

Investment Policies

Physicians’ investment\nobjective is primarily to generate recurring rental income from healthcare real estate, with potential capital appreciation as a secondary\nobjective. Physicians intends to pursue acquisitions in the Southeastern and Midwestern United States. In evaluating acquisitions, management\nconsiders tenant creditworthiness, lease terms, the suitability and location of the property, local demographics and healthcare demand,\nacquisition price and the availability and cost of financing. Physicians has not adopted specific limits on the percentage of its assets\nthat may be invested in a single property. Substantially all of Physicians’ real estate investment is currently concentrated in\nthe Carmel Property.

Physicians expects to finance\nfuture acquisitions through mortgage borrowings, equity financing and internally generated funds. Physicians has not adopted specified\nlimits on the amount of indebtedness or mortgages that may be incurred with respect to an individual property or its portfolio. Physicians\ndoes not presently intend to invest in real estate mortgage loans or securities of unrelated issuers, although it holds its property through\na wholly owned subsidiary and may hold future properties through subsidiaries and/or joint ventures, if applicable. These investment policies\nmay be changed by the board without a stockholder vote, subject to applicable law and Physicians’ organizational documents.

The Property

Physicians' sole property\nis a purpose-built, freestanding medical facility located at 14585 Hazel Dell Parkway, Carmel, Indiana 46033 (the \"Carmel Property\"\nor the \"Property\"). The Property was constructed in 2019 and completed in 2020, contains approximately 11,845 rentable square\nfeet, and is situated on approximately 1.9 acres of land in Hamilton County, Indiana. It is designed and configured for use as a medical\noffice, emergency room, and urgent care facility. PC Indiana Carmel LLC acquired the Property on October 28, 2025. Carmel is an affluent\nnorthern suburb of Indianapolis that has experienced significant population growth, and the Property's location provides high-visibility\naccess for patients seeking emergency and urgent care services. The Property is expected to be the combined company's sole material real\nestate asset immediately following the Closing. For information regarding how the acquisition was financed, see \"Physicians Management's\nDiscussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.\"

The Property is fully occupied\nby the Tenant, which leases 100% of the approximately 11,845 rentable square feet. Management considers the Property suitable and adequate\nfor its current use. Physicians has no current plans for material renovation, improvement or development of the Property. Under the lease,\nthe Tenant is responsible for maintaining specified property insurance. Based on its review of current insurance certificates and applicable\ncoverage, management believes that the Property is adequately covered by insurance as of the date of this filing.

The Tenant and the Lease

The Property is leased to\nIntuitive Health of Hamilton County, LLC (the \"Tenant\"), the operating entity for the Riverview Health Emergency Room &\nUrgent Care – Carmel facility, under a triple-net lease. Under the triple-net structure, the Tenant is generally responsible for\nsubstantially all property-level operating expenses, including real estate taxes, insurance, utilities, maintenance, and repairs, in addition\nto base rent. The lease was assigned to PC Indiana Carmel LLC on October 28, 2025, concurrently with the acquisition of the Property.\nThe Tenant is not a public reporting company and does not provide publicly available audited financial statements or credit ratings, and\nPhysicians has noted certain tenant covenant matters. A summary of the material lease terms — including commencement and expiration\ndates, base rent, escalations, renewal options, and operating-expense obligations — is set forth under “Summary of the Information\nStatement/Prospectus—Summary of the Property, Tenant, and Lease” beginning on page 17, and the risks relating to the Tenant\nand the single-tenant, single-property concentration are described under \"Risk Factors — Single-Tenant Concentration Risks.\"

Property Taxes and Tax Depreciation

The real estate tax rate applicable\nto the Property for 2026 is 2.6804%, and annual real estate taxes are approximately $335,000. The Tenant is responsible for real estate\ntaxes under the triple-net lease. No material improvements are currently planned. The following table summarizes the Property’s\nfederal income tax basis and tax depreciation as of June 30, 2026.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Property/component	Federal tax basis	Depreciation method	Annual rate / \n convention	Recovery period
Land	$ 1,300,000	Not depreciable	Not applicable	Not applicable
Building and improvements	$ 11,385,153	SL	$303,604	25 years
Other depreciable components, if any	$ -

Competition

Physicians operates in a competitive\nhealthcare real estate market and competes for acquisitions with REITs, private equity funds, institutional investors, health systems,\nand other real estate companies, many of which have substantially greater financial and other resources. In addition, hospitals, health\nsystems, and large physician groups that own or develop their own facilities may reduce the pool of potential medical tenants and acquisition\nopportunities. See \"Risk Factors — Competition Risks.\"

Regulation

The Property and the Tenant's\noperations are subject to extensive federal, state, and local regulation, including healthcare licensure and reimbursement requirements,\nHIPAA, the Americans with Disabilities Act, zoning and land-use requirements, and environmental laws. Although the Tenant, as the healthcare\noperator, bears primary responsibility for healthcare regulatory compliance, regulatory developments affecting the Tenant may affect its\nability to operate the Property and pay rent. See \"Risk Factors.\"

Environmental Disclosure

A Phase I Environmental Site\nAssessment of the Property, dated July 18, 2025, was completed prior to Physicians' acquisition of the Property on October 28, 2025 and\nidentified no evidence of recognized environmental conditions. No Phase II Environmental Site Assessment has been conducted with respect\nto the Property as of the date of this Information Statement/Prospectus. Physicians is not aware of any known environmental conditions,\ncontamination, hazardous substances, underground storage tanks, or other environmental liabilities associated with the Property; however,\nthe absence of a Phase II assessment means that unknown conditions may exist. Investors are advised to review the \"Risk Factors—Environmental\nRisks\" section of this Information Statement/Prospectus for a full discussion of environmental risks associated with the Property.

Employees

Physicians currently has no\nfull-time employees. Following the Business Combination, the combined company expects to be managed by its executive officers pursuant\nto the compensatory arrangements described under “Management of PCMC Following the Business Combination – Compensation\nof Directors and Executive Officers,” including fractional officer arrangements with its Chief Operating Officer and Chief Financial\nOfficer, in each case until such officers convert to full-time roles at the discretion of the Board of Directors. The combined company\ncurrently has no plans to hire additional employees, but may do so as required to manage its operations following the Business Combination.

Legal Proceedings

There is no material litigation,\narbitration or governmental proceeding currently pending against us or any of our directors and executive officers in their capacity as\nsuch.

PHYSICIANS MANAGEMENT’S DISCUSSION\nAND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and\nanalysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements\nand the related notes included elsewhere in this Registration Statement. This discussion contains forward-looking statements that involve\nrisks and uncertainties. Our actual results could differ materially from those discussed below.

Overview

Physicians Capital Management\nCorporation (“Physicians,” the “Company,” “we,” “us” or “our”) was formed\nas a Maryland corporation on January 31, 2025. We are a real estate investment company focused on the acquisition, development and management\nof medical outpatient buildings and other clinical healthcare infrastructure. We conduct our operations through our wholly owned subsidiaries,\nPC Austin Property LLC and PC Indiana Carmel LLC.

We were in the development\nand organizational stage during the initial portion of 2025 and did not generate revenue during the periods from January 31, 2025 (Date\nof Inception) to September 30, 2025. On October 28, 2025, PC Indiana Carmel LLC acquired the healthcare property located at 14585 Hazel\nDell Parkway, Carmel, Indiana (the “Property”). Following the acquisition, we commenced generating rental revenue under the\nlong-term lease relating to the Property.

For the three and nine months\nended June 30, 2026, substantially all of our revenue was derived from rental income under the lease for the Property. As a result, our\ncurrent results of operations and cash flows are significantly dependent upon the continued performance of the tenant under that lease.

Key Factors Affecting Our Results of Operations\nand Liquidity

Our results of operations\nand financial condition are principally affected by the following factors:

Rental revenue and tenant performance.

Our current revenue is derived\nfrom a single property leased to a single tenant. The lease provides for annual increases in base rent of 2.0%. Although these contractual\nrent increases are expected to increase rental revenue over time, our operating results and liquidity remain substantially dependent on\nthe tenant’s ability and willingness to perform its obligations under the lease.

Acquisition and financing activity.

Our historical results reflect\nthe transition from a development-stage company to an operating real estate business following the acquisition of the Property in October\n2025. The acquisition and our other activities have been financed through a combination of mortgage indebtedness, SAFEs, related-person\nand other borrowings and seller financing. Accordingly, interest expense and our ability to obtain additional financing are important\nfactors affecting our results and liquidity.

Fair value adjustments relating to SAFEs and\nderivative liabilities.

Certain of our financing instruments\nare accounted for as liabilities and are subject to periodic fair value measurement. Changes in the fair value of these instruments may\nresult in significant non-cash gains or losses from period to period and may cause our reported net income or loss to fluctuate independently\nof our operating performance.

Results of Operations

Results of Operations for the Three Months\nEnded June 30, 2026, compared to Three Months Ended June 30, 2025

The following table summarizes\nour consolidated results of operations for the three-month periods presented:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Three Months Ended June 30, 2026			Three Months Ended June 30, 2025
Revenues	$	197,850			$	—
Operating Expenses:
Depreciation and amortization		115,809				—
General and administrative expenses		42,680				43,102
Total Operating Expenses		158,489				43,102
Income (Loss) from Operations		39,361				(43,102	)
Other Income (Expense):
Change in derivative liabilities		219,502				—
Interest expense		(170,312	)			(3,119	)
Total Other Income (Expense)		49,190				(3,119	)
Net Income (Loss)	$	88,551			$	(46,221	)

Revenue. Revenue was\n$197,850 for the three months ended June 30, 2026, compared with no revenue for the three months ended June 30, 2025. The increase resulted\nfrom rental revenue generated by the Property following its acquisition in October 2025. We had not commenced revenue-generating operations\nduring the corresponding 2025 period.

Depreciation and amortization.\nDepreciation and amortization expense was $115,809 for the three months ended June 30, 2026, compared with no depreciation and amortization\nexpense for the three months ended June 30, 2025. The increase was attributable to depreciation of the Property and related capitalized\nassets acquired after September 30, 2025.

General and administrative\nexpenses. General and administrative expenses were $42,680 for the three months ended June 30, 2026, compared with $43,102 for the\nthree months ended June 30, 2025, a decrease of $422, or approximately 1%. General and administrative expenses were substantially unchanged\nbetween the periods.

Income (loss) from operations.\nIncome from operations was $39,361 for the three months ended June 30, 2026, compared with a loss from operations of $43,102 for the three\nmonths ended June 30, 2025. The improvement primarily resulted from the commencement of rental operations following the acquisition of\nthe Property, partially offset by depreciation and amortization expense.

Other income (expense).\nOther income was $49,190 for the three months ended June 30, 2026, compared with other expense of $3,119 for the three months ended June\n30, 2025. Other income for the 2026 period consisted principally of a $219,502 non-cash gain resulting from changes in the fair value\nof derivative liabilities, partially offset by $170,312 of interest expense. Other expense during the 2025 period consisted principally\nof interest expense.

Net income (loss).\nAs a result of the foregoing, we recorded net income of $88,551 for the three months ended June 30, 2026, compared with a net loss of\n$46,221 for the three months ended June 30, 2025.

Nine Months Ended June 30, 2026 Compared with\nthe Period from January 31, 2025 (Inception) through June 30, 2025

The comparative periods presented\nbelow are of different lengths and reflect materially different stages of our business. The nine months ended June 30, 2026 include operations\nfollowing the October 2025 acquisition of the Property, while the period from January 31, 2025 through June 30, 2025 principally reflects\nour organizational and pre-revenue activities. Accordingly, the periods are not directly comparable.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Nine Months \n Ended June 30, 2026			Period from Inception (Jan 31, 2025) to June 30, 2025
Revenues	$	525,435			$	—
Operating Expenses:
Depreciation and amortization		308,825				—
General and administrative expenses		328,264				60,422
Total Operating Expenses		637,089				60,422
Loss from Operations		(111,654	)			(60,422	)
Total Other Expense		(980,011	)			(3,211	)
Net Loss	$	(1,091,665	)		$	(63,633	)

Revenue. Revenue was\n$525,435 for the nine months ended June 30, 2026, compared with no revenue during the period from inception through June 30, 2025. The\nincrease resulted from rental revenue generated following the acquisition of the Property in October 2025.

Depreciation and amortization.\nDepreciation and amortization expense was $308,825 for the nine months ended June 30, 2026, compared with no depreciation and amortization\nexpense during the 2025 inception period. The increase was attributable to depreciation of the Property and related capitalized assets.

General and administrative\nexpenses. General and administrative expenses increased to $328,264 for the nine months ended June 30, 2026 from $60,422 during the\nperiod from inception through June 30, 2025. The increase primarily reflected the expansion of our operations following the acquisition\nof the Property and increased professional, legal, accounting and other corporate expenses associated with our financing and transactional\nactivities.

Loss from operations.\nLoss from operations was $111,654 for the nine months ended June 30, 2026, compared with $60,422 during the period from inception through\nJune 30, 2025. Although we commenced generating rental revenue during the 2026 period, that revenue was more than offset by depreciation\nand amortization and general and administrative expenses.

Other expense. Other\nexpense was $980,011 for the nine months ended June 30, 2026, compared with $3,211 during the period from inception through June 30, 2025.\nOther expense during the 2026 period was primarily attributable to a $540,992 non-cash loss resulting from changes in the fair value of\nderivative liabilities and $439,999 of interest expense, partially offset by $980 of interest income.

Net loss. As a result\nof the foregoing, our net loss was $1,091,665 for the nine months ended June 30, 2026, compared with a net loss of $63,633 during the\nperiod from inception through June 30, 2025.

Period from January 31, 2025 (Date of Inception)\nthrough September 30, 2025

The period from inception\n(January 31, 2025) to September 30, 2025 include operations of the company during the start-up phase.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Period from Inception (Jan 31, 2025) to Sept 30, 2025
Revenues	$	-
Operating Expenses:
General and administrative expenses		160,189
Total Operating Expenses		160,189
Loss from Operations		(160,189	)
Total Other Expense		(24,428	)
Net Loss	$	(184,617	)

Revenue. Revenue was\n$0 for the period from inception (January 31, 2025) to September 30, 2025.

General and administrative\nexpenses. General and administrative expenses were $160,189 for the period from inception (January 31, 2025) to September 30, 2025.\nThese primarily resulted from the start-up expenses of the Company.

Loss from operations.\nLoss from operations was $160,189 for the period from inception (January 31, 2025) to September 30, 2025.

Other expense. Other\nexpense was $24,428 for the period from inception (January 31, 2025) to September 30, 2025 made up mostly of interest expense.

Net loss. As a result\nof the foregoing, our net loss was $184,617 for the period from inception (January 31, 2025) to September 30, 2025.

Liquidity and Capital Resources

Overview

Our principal liquidity requirements\nare to fund operating expenses, service our outstanding indebtedness and, to the extent we pursue additional acquisitions, fund the acquisition\nand development of additional properties. We have historically financed our activities through mortgage financing, SAFEs, related-person\nand other borrowings and, to a lesser extent following the acquisition of the Property, cash generated from rental operations.

As of June 30, 2026, we had\ncash of $241,142, compared with $586,283 as of September 30, 2025. As of June 30, 2026, we had current assets of $254,842 and current\nliabilities of $1,167,900, resulting in a working capital deficit of $913,058.

As of September 30, 2025,\nwe had cash of $586,283 which was the end of the company’s first year end after their formation on January 31, 2025. As of September\n30, 2025, we had current assets of $736,283 and current liabilities of $179,602, resulting in working capital of $556,681.

Our ability to satisfy our\nnear-term liquidity requirements depends on cash generated from the Property, the continued availability of financing, including the Ivie\nLine of Credit described below, and our ability to refinance, extend or repay short-term obligations as they become due. We do not currently\nhave committed sources of liquidity sufficient to satisfy all of our anticipated cash requirements. These conditions, together with our\nrecurring losses and working capital deficit, could adversely affect our ability to satisfy our obligations as they become due. See “—Liquidity\nRisk.”

Sources of Liquidity and Financing Arrangements

Our principal outstanding\nfinancing arrangements as of June 30, 2026 included the Academy Bank mortgage Loan, the Ivie Line of Credit, SAFEs and certain short-term\nloans.

Academy Bank Loan.\nIn October 2025, PC Indiana Carmel LLC entered into a $8.21 million senior secured mortgage loan with Academy Bank, N.A. in connection\nwith the acquisition of the Property. The loan bears interest at a fixed rate of 6.25% per annum, is amortized over 25 years and matures\non October 1, 2030, at which time the remaining outstanding principal and accrued interest will become due. As of June 30, 2026, approximately\n$8.1 million was outstanding under the loan. The loan is secured by the Property and related collateral. Conrad B. Ivie, the combined\ncompany’s Chief Executive Officer, and Physicians have jointly and severally guaranteed the loan on a limited basis under a Limited\nGuaranty dated October 28, 2025. The Limited Guaranty covers the borrower’s environmental indemnity obligations and the lender’s\nlosses from specified events, such as fraud, misapplication of rents or proceeds, or a bankruptcy filing by the borrower or a guarantor,\nwhich could result in liability approaching the full loan balance.

Related Party Financing.\nPhysicians has relied on financing from related persons as part of its historical liquidity strategy. As of June 30, 2026, $1,523,028\nof principal was outstanding under a $2.0 million unsecured revolving credit facility provided by Ivie Health Consultants, an entity controlled\nby Ivie, Physicians’ Chief Executive Officer (the “Ivie Line of Credit”). Prior to September 30, 2026, the Ivie Line\nof Credit included a lender conversion option; effective September 30, 2026, Physicians and Ivie Health Consultants amended the Ivie Line\nof Credit to eliminate that conversion option on a prospective basis, and the Ivie Line of Credit continues as a $2.0 million unsecured\nrevolving facility payable solely in cash principal and interest in accordance with its remaining terms. Physicians also had $163,000\noutstanding to Specialty Capital Lenders, LLC and $50,000 outstanding to Kyma Capital, Inc., an affiliate of Specialty Capital Lenders.\nThe indebtedness to Specialty Capital Lenders is expected to be converted into 3,750,000 shares of Series B-1 Convertible Preferred Stock\nin connection with the Closing.

Physicians also had $390,000\noutstanding under a demand promissory note issued to Smith First Family LP. Charles Smith, the general partner of Smith First Family LP,\nhas been nominated to serve as a director of the Combined Company upon completion of the Business Combination. Mr. Smith was not a related\nparty of Physicians for purposes of Physicians’ historical financial statements when the loan was entered into; the loan is included\nhere because of Mr. Smith’s expected role with the Combined Company following the Business Combination.

For additional information\nregarding these arrangements, including their terms and the relationships among the parties, see “Certain Relationships and Related\nPerson Transactions.”

SAFEs. As of June 30,\n2026, Physicians had issued SAFEs having an aggregate carrying amount of $2,697,000, together with a related derivative liability of $35,671.\nThe SAFEs do not bear interest and have no stated maturity date. Pursuant to the Share Exchange Agreement, the outstanding SAFEs are required\nto be converted, cancelled or otherwise settled in accordance with the Closing Capitalization Schedule at or prior to the Closing. For\nadditional information, see “Description of the Transaction Structure” beginning on page 23.

The $790,000 of seller financing\nincurred in connection with the acquisition of the Property has been repaid in full and is no longer outstanding.

Material Cash Requirements

Our material cash requirements include:

scheduled principal and interest payments under the Academy Bank Loan, including the balloon payment of\nthe remaining outstanding balance at maturity on October 1, 2030;

repayment, refinancing or extension of our short-term indebtedness, including the $390,000 Smith First\nFamily LP demand note and the $213,000 of loans from Specialty Capital Lenders and Kyma Capital, to the extent such obligations are not\nconverted, assumed or otherwise satisfied in connection with the Business Combination;

principal and interest obligations under the Ivie Line of Credit; and

operating expenses and, if and when undertaken, expenditures associated with the acquisition of additional\nmedical outpatient properties.

As of the date of this Registration\nStatement , we have not entered into binding commitments to acquire additional properties.

We expect to seek to satisfy\nthese requirements through a combination of rental cash flows from the Property, available borrowings, additional debt or equity financing\nand, if the Business Combination is completed, the capital resources available to the Combined Company. There can be no assurance that\nadditional financing will be available when needed or, if available, that it will be available on acceptable terms.

Cash Flows

The following table summarizes our cash flows\nfor the periods presented:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Nine Months Ended June 30, 2026			Period from Inception (Jan 31, 2025) to June 30, 2025
Net cash provided by (used in) operating activities	$	170,501			$	(175,422	)
Net cash used in investing activities		(4,489,091	)			—
Net cash provided by financing activities		3,747,182				198,845
Net Increase (Decrease) in Cash	$	(345,141	)		$	23,423

Operating Activities

Net cash provided by operating\nactivities was $170,501 for the nine months ended June 30, 2026, compared with net cash used in operating activities of $175,422 during\nthe period from inception through June 30, 2025.

The change primarily reflected\nthe commencement of rental operations following the acquisition of the Property, together with the effect of non-cash items included in\nour net loss, including changes in the fair value of derivative liabilities and depreciation and amortization, and changes in operating\nassets and liabilities.

Investing Activities

Net cash used in investing\nactivities was $4,489,091 for the nine months ended June 30, 2026, compared with no net cash used in investing activities during the period\nfrom inception through June 30, 2025. Cash used in investing activities during the 2026 period principally related to the acquisition\nof the Property and related costs, partially offset by the release of amounts previously held in escrow.

Financing Activities

Net cash provided by financing\nactivities was $3,747,182 for the nine months ended June 30, 2026, compared with $198,845 during the period from inception through June\n30, 2025.

Financing cash flows during\nthe nine months ended June 30, 2026 principally consisted of proceeds from the issuances of SAFEs and proceeds from related-person and\nother borrowings, partially offset by repayments of indebtedness. These financing activities were undertaken principally to fund the acquisition\nof the Property and our working capital requirements.

Cash Flows

The following table summarizes our cash flows\nfor the periods presented:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Period from Inception (Jan 31, 2025) to Sept 30, 2025
Net cash provided by (used in) operating activities	$	(86,699	)
Net cash used in investing activities		(320,000	)
Net cash provided by financing activities		992,982
Net Increase (Decrease) in Cash	$	586,283

Operating Activities

Net cash used in operating\nactivities was $86,699 for the period from inception (January 31, 2025) to September 30, 2025.

Investing Activities

Net cash used in investing\nactivities was $320,000 for the period from inception (January 31, 2025) to September 30, 2025 representing amounts held in escrow.

Financing Activities

Net cash provided by financing\nactivities was $992,982 for the period from inception (January 31, 2025) to September 30, 2025. The Company received $377,982 in related\nparty loans, $582,000 in SAFE Note receipts and a $33,000 loan.

The above resulted in a net\nincrease in cash for the period from inception (January 31, 2025) to September 30, 2025 of $586,283.

Tenant Credit Discussion

The combined company's financial\nperformance will be entirely dependent on the Tenant's ability and willingness to pay rent under the triple-net lease. The legal obligor\nunder the lease is Intuitive Health of Hamilton County, LLC, which is the operating entity for the Riverview Health Emergency Room &\nUrgent Care – Carmel facility. Intuitive Health of Hamilton County, LLC is not a publicly reporting company, and its financial statements,\ncredit ratings, and creditworthiness are not publicly disclosed. Physicians has noted certain tenant covenant issues with respect to Intuitive\nHealth of Hamilton County, LLC.

The Tenant's ability to pay\nrent is dependent upon, among other factors: (i) patient volumes at the facility; (ii) reimbursement rates from Medicare, Medicaid, and\nprivate insurers; (iii) the Tenant's operating cost structure; (iv) the financial support, if any, from any parent company or guarantor;\nand (v) the competitive dynamics of the Carmel, Indiana urgent care and emergency services market. The combined company will not have\naccess to the Tenant's financial statements or other non-public financial information and will not be able to independently verify the\nTenant's financial condition. Investors should carefully consider the risks associated with single-tenant concentration and Tenant credit\nrisk, as described in \"Risk Factors — Single-Tenant Concentration Risks.\"

Known Trends and Uncertainties Affecting Liquidity

Our future liquidity is expected\nto be affected by several material trends and uncertainties.

First, our rental revenue\nis currently derived from a single property and a single tenant. Although the lease provides for a 2.0% annual increase in base rent,\nany failure by the tenant to make required payments could materially adversely affect our cash flows and ability to service our indebtedness.

Second, the Academy Bank Loan\nmatures on October 1, 2030 and requires payment of the outstanding balance at maturity. Our ability to refinance or repay that obligation\nwill depend on, among other factors, the operating performance and value of the Property and prevailing credit market and interest rate\nconditions.

Third, we have relied on related-person\nand other short-term financing to fund a portion of our liquidity requirements. Our ability to continue accessing such financing is not\nassured. To the extent our existing sources of financing are unavailable or insufficient and we are unable to obtain additional financing,\nwe may be unable to satisfy our obligations as they become due or pursue our growth strategy.

The completion of the Business\nCombination is expected to affect the composition of our capitalization, including through the conversion, cancellation, assumption or\nother settlement of certain of our outstanding financing arrangements as described elsewhere in this Registration Statement. However,\nthe Business Combination is subject to closing conditions and there can be no assurance that it will be completed. Accordingly, we do\nnot rely on completion of the Business Combination as the sole basis for our ability to satisfy our liquidity requirements.

Liquidity Risk

For the nine months ended\nJune 30, 2026, we incurred a net loss of $1,091,665, and as of June 30, 2026, we had a working capital deficit of $913,058 and a stockholders’\ndeficit of $1,266,282.

These conditions could adversely\naffect our ability to satisfyobligations as they become due, and there can be no assurance that additional financing will be available\non acceptable terms or at all.

Our plans to address our liquidity\nrequirements include generating cash flows from rental operations, seeking additional debt or equity financing, utilizing available financing\narrangements and completing the Business Combination. Our ability to implement these plans is subject to risks and uncertainties, and\nthere can be no assurance that additional financing will be available on acceptable terms, or at all, or that the Business Combination\nwill be completed. See “Risk Factors—Shell Company Risks” beginning on page 31.

Off-Balance Sheet Arrangements

As of June 30, 2026, we did\nnot have any off-balance sheet arrangements that have had, or are reasonably likely to have, a material current or future effect on our\nfinancial condition, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Estimates

The preparation of our consolidated\nfinancial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported\nin our consolidated financial statements and related disclosures.

Our most significant estimates\nrelate to the valuation of the SAFEs and derivative liabilities, which are measured using Level 3 inputs. The valuation of these instruments\nrequires judgments regarding, among other matters, the probability and timing of potential financing, liquidity and business combination\nevents and the terms on which the instruments may convert or otherwise be settled. Changes in these assumptions could materially affect\nthe amounts recognized in our consolidated financial statements.

For additional information\nregarding our significant accounting policies and the valuation of these instruments, see Notes 1 and 4 to our consolidated financial\nstatements included elsewhere in this Registration Statement.

Recently Issued Accounting Pronouncements

See Note 1 to our consolidated\nfinancial statements included elsewhere in this Registration Statement for information regarding recently issued accounting pronouncements\nand their expected effect, if any, on our consolidated financial statements.

Quantitative and Qualitative Disclosures About\nMarket Risk

Physicians meets the eligibility\ncriteria for the scaled disclosure accommodations available to smaller reporting companies. Accordingly, pursuant to Item 305(e) of Regulation\nS-K, the quantitative and qualitative disclosures about market risk otherwise required by Item 305 have been omitted.

MANAGEMENT\nOF PCMC FOLLOWING THE BUSINESS COMBINATION

Biographical Information

The following table sets forth\ninformation regarding the individuals who are expected to serve as directors and executive officers of the combined company upon consummation\nof the Business Combination. The combined company's Board of Directors is expected to consist of Conrad Ivie, M.D., Charles Smith, and\nQuynh Hoa T. Tran, who do not satisfy the independence requirements. Any director compensation policy adopted in connection with the recruitment\nof future independent directors will be described in the combined company's subsequent Exchange Act filings. As a result of his beneficial\nownership of PCMC capital stock and the voting rights of the Series A Voting Preferred Stock, Ivie is expected to have the right to designate\na majority of the combined company’s directors. PCMC’s current sole executive officer and director, Quynh Hoa T. Tran, is\nexpected to resign from all officer positions effective as of the Closing but continue to serve as a director of the combined company.\nBecause this change in a majority of PCMC’s directors is expected to occur other than at a meeting of stockholders, this Information\nStatement/Prospectus constitutes the information statement being furnished to PCMC’s stockholders pursuant to Rule 14f-1 under the\nExchange Act, not less than ten days prior to the date on which the change will occur. Biographical information for each person expected\nto serve as a director or executive officer of the combined company is set forth following the table.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name	Age	Title	Director/Officer Since
Conrad Ivie, M.D.	43	Chief Executive Officer/Director	January, 2025 (Physicians)
Quynh Hoa T. Tran	68	Director	March 11, 2024, (Former President of PCMC)
Charles Smith	69	Director	-
Robert Wilson		Chief Financial Officer	-
David Hartunian	55	Chief Operating Officer	August, 2025 (Physicians)

Conrad B. Ivie, M.D., M.B.A.,\nage 43, is expected to serve as Chairman of the Board and Chief Executive Officer of the Combined Company upon completion of the Business\nCombination. Ivie founded Physicians Capital Management Corporation in January 2025 and has served as its Chief Executive Officer since\nits formation. Since August 2015, Ivie has practiced as an orthopedic surgeon specializing in hip and knee reconstruction at Tennessee\nOrthopaedic Alliance East, an orthopedic medical practice based in Knoxville, Tennessee. Since January 2020, Ivie has served as President\nof Park West Surgery Center, a physician-owned ambulatory surgery center. Since October 2019, he has served as President of TOC Properties,\na medical real estate development company, where he has overseen the development of an ambulatory surgery center and medical office complex.\nSince April 2023, Ivie has served as President of Alliance Management Services, an ambulatory surgery center operations and management\ncompany, and since January 2023, he has served as Founder and President of Ivie Health Consultants, a consulting firm serving medical\ntechnology and orthopedic device companies. Ivie has also served as a consultant to Stryker Orthopaedics since 2018. He currently serves\nas a director of Visie, Inc. and Dominion Hip Solutions, each a privately held medical technology company. Ivie received an M.D. from\nthe University of Tennessee Health Science Center College of Medicine, an M.B.A. from the University of Tennessee College of Business\nand a B.S. in Biology from the University of Central Missouri. He also completed a fellowship in adult hip and knee reconstruction at\nthe Anderson Orthopaedic Research Institute.

We believe Ivie is qualified\nto serve as a member of the Combined Company’s board of directors based on his experience in healthcare operations, medical real\nestate development, ambulatory surgery center management and the orthopedic industry, as well as his experience as the founder and Chief\nExecutive Officer of Physicians.

Quynh Hoa T. Tran, age\n68, has served as the sole director and as President and Chief Executive Officer of PCMC since March 24, 2024. Ms. Tran is expected\nto serve as a director of the Combined Company upon completion of the Business Combination. Her experience encompasses executive leadership,\ncorporate strategy, marketing, business development, technology investing, and public-company and nonprofit board service. During the\npast five years, Ms. Tran has been a private investor and has served on the advisory boards of several technology startups. Since January\n2025, she has also served as a Board Member and President of the Immigrant Resettlement & Cultural Center (“IRCC”), a\nCalifornia nonprofit organization founded in 1978 that operates the Viet Museum in San José. In this capacity, she provides leadership\nfor the organization’s governance, strategic direction, and mission to preserve and share Vietnamese American history, cultural\nheritage, and the experiences of refugees and immigrants. Ms. Tran previously served as Chief Executive Officer of the American Red Cross—Silicon\nValley, Managing Partner of GlobAll Connect LLC, and Chief Marketing and Business Development Officer of Kodak NexPress. These roles span\nnonprofit leadership, international business, and technology commercialization and complement her experience working with emerging technology\ncompanies. She also previously served on the board of directors of MapInfo Corporation, a Nasdaq-listed software company, providing her\nwith prior public-company board experience. Ms. Tran received a Bachelor of Science degree and a Master of Business Administration degree\nfrom San Francisco State University.

We believe Ms. Tran is qualified\nto serve as a member of the Combined Company’s board of directors based on her executive leadership, strategic planning, marketing\nand business development experience; her experience as a private investor and advisor to technology startups; and her prior public-company\nboard service. Her background across commercial and nonprofit organizations provides additional perspective on organizational leadership,\ngovernance, and stakeholder engagement.

Charles Smith, age 69,\nis expected to serve as a director of the Combined Company upon completion of the Business Combination. Since 1992, Mr. Smith has operated\nCharles Smith CPA, an accounting and consulting practice based in Rockwall, Texas, through which he provides accounting, tax, financial\nconsulting and business advisory services to privately held businesses across a variety of industries. Mr. Smith has been a Certified\nPublic Accountant since 1981 and is currently licensed in Texas. Mr. Smith received a B.S. in Business, with a concentration in Accounting,\nfrom Boston University in 1979.

We believe Mr. Smith is qualified\nto serve as a member of the Combined Company’s board of directors based on his experience in accounting, tax, financial consulting\nand business advisory matters, which is expected to provide the board with financial and accounting expertise relevant to the Combined\nCompany’s operations as a public company.

Robert Wilson, age 66,\nis expected to serve as Chief Financial Officer of the Combined Company upon completion of the Business Combination. Mr. Wilson has more\nthan 35 years of experience in executive management, investment management and corporate finance. From January 2008 to July 2015\nMr Wilson was executive vice president of a TSX listed company Asia Bio Chem Group where he was responsible for capital raising, M&A,\nfinancial and regulatory reporting and IR. In 2015, Mr. Wilson founded Temperance Capital Income Fund, a royalty debt fund, which\nwas sold to a private equity firm in 2019. From December 2019 to March 2023, Mr. Wilson served as Chief Financial Officer of High\nFusion Inc. (formerly Nutritional High International Inc.), a company listed on the Canadian Securities Exchange engaged in developing\nand manufacturing branded cannabis products for the medical and adult recreational markets under licenses in California. In that role,\nhe was responsible for financial reporting, divestitures, debt restructuring and settlement. From April 2023 to October 2023,\nMr. Wilson served as Chief Financial Officer of Australis Capital Inc., a company listed on the Canadian Securities Exchange, engaged\nin the cultivation, processing and sale of cannabis in the United States. In that role, he was responsible for management of the financial\naudit, and an ongoing corporate restructuring. From October 2023 to September 2024, Mr. Wilson served as Chief Financial Officer\nof NextMarkets Trading Limited, an MiFID licensed investment firm offering leveraged trading products to retail and professional clients\nacross the EU, with a German parent (nextmarkets AG) and a Seychelles hedging entity sold in 2024. At NextMarkets Mr. Wilson was\nresponsible for financial reporting, compliance and management of the restructuring and sale process. Since November 2024,\nMr. Wilson has been an advisor to numerous businesses including a US cybersecurity business and a Canadian health and wellness company.\n

Earlier in his career, Mr.\nWilson held positions in investment banking, investment management and venture capital with First Marathon Securities, BMO Nesbitt Burns,\nMackie Research Capital, Yorkton Securities and Working Ventures Canada Fund. Mr. Wilson received a Bachelor of Commerce (Honours)\ndegree from Carleton University in 1985.

David Hartunian, age 55, is expected\nto continue to serve as Chief Operating Officer of the Combined Company upon completion of the Business Combination. Since August 2025,\nMr. Hartunian has served as Chief Operating Officer of Physicians, where he oversees asset and portfolio management, property operations,\nleasing, acquisitions, due diligence, capital planning and transaction execution. Since 2013, Mr. Hartunian has also served as the owner\nand Principal Broker of The Hart Groups, a California-based commercial real estate brokerage and advisory firm providing services relating\nto commercial real estate leasing, investment sales, property valuation, tenant and landlord representation, acquisitions, dispositions\nand related advisory matters. From February 2005 through December 2011, Mr. Hartunian served as Asset Manager and Portfolio Manager of\nJade Enterprises REIT, a privately held real estate investment organization with a portfolio of commercial properties in California and\nNevada, where he oversaw approximately 220 properties and was responsible for asset management, leasing, budgeting, property operations\nand capital improvements. Mr. Hartunian received a B.S. in Business Management from the W. P. Carey School of Business at Arizona State\nUniversity.

Compensation of Directors and Executive Officers

As a smaller reporting company,\nPCMC provides the scaled executive and director compensation disclosure permitted by Item 402 of Regulation S-K. Historical compensation\ninformation for Physicians is also presented because Physicians is expected to be the accounting acquirer and its business will become\nthe principal business of the combined company. The table below presents compensation awarded to, earned by or paid to PCMC’s named\nexecutive officers for the fiscal years ended September 30, 2025 and 2024 and to Physicians’ named executive officers for the period\nfrom its inception on January 31, 2025 through September 30, 2025. The named executive officers include the principal executive officer\nof each company and any other officer required to be included under Item 402. The PCMC securities issuable to Ivie in exchange for his\nPhysicians shares are transaction consideration, not compensation for services, and are excluded from this table.

Summary Compensation Table

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name and principal position	Year	Salary ($)		Bonus ($)		Stock awards ($)	Option awards ($)	All other compensation ($)		Total ($)

PCMC — Quynh Hoa T. Tran, President	2025		0		0		—		0		0	—

PCMC — Quynh Hoa T. Tran, President	2024		0		0		—		0		0	—

Physicians — Conrad B. Ivie, M.D., Chief Executive Officer	2025		0		0		—		0		—	—

Outstanding Equity Awards at Fiscal Year-End

As of September 30, 2025,\nthe named executive officers held no outstanding options, restricted stock units or other unvested equity awards. The contemplated pre-closing\nPhysicians grant to Mr. Hartunian described below was not an outstanding award at that fiscal-year-end.

Director Compensation

Neither PCMC nor Physicians\npaid compensation specifically for service as a director during the periods presented, and neither maintains a nonemployee director compensation\nprogram. Compensation for services in another capacity is addressed above. Any material director compensation arrangement adopted before\nClosing will be disclosed when its terms are determined.

Anticipated Compensation Arrangements Following the Business Combination

Mr. Hartunian has served as\nPhysicians’ Chief Operating Officer since August 2025 without having received cash or equity compensation. He has no written employment,\nconsulting or equity award agreement. Physicians intends to grant him an equity interest in Physicians before the Closing in recognition\nof services and to incentivize continued service. No award has been approved or granted, and its amount, form, vesting conditions and\nother terms have not been determined. If granted, his Physicians interest would participate in the exchange within the fixed allocation\nof PCMC securities to Physicians equityholders, as reflected in the Seller Allocation Schedule to be finalized at Closing; the grant would\nnot increase aggregate PCMC exchange consideration. A grant may affect the allocation among Physicians equityholders and individual beneficial-ownership\nand financial-statement disclosures.

Following the Business Combination,\nthe combined company expects to enter into an employment agreement with Conrad B. Ivie, M.D., as Chief Executive Officer providing for\nan annual base salary of $100,000 beginning only after completion of one or more equity financings generating at least $3.0 million in\naggregate gross proceeds (a “Qualifying Raise”). His salary thereafter would be subject to annual review, with any increase\napproved by the compensation committee or independent directors. The combined company expects to enter into fractional-officer arrangements\nwith Chief Operating Officer David Hartunian and Chief Financial Officer Robert Wilson providing for $48,000 in annual compensation each\nbeginning upon a Qualifying Raise. If either fractional officer later assumes a full-time role, the board would establish the applicable\ncompensation at that time. These arrangements are anticipated rather than executed agreements; no salary under a proposed arrangement\nwould accrue before its applicable commencement event.

The contemplated pre-closing\ngrant by Physicians to Mr. Hartunian is distinct from any award by PCMC at closing. PCMC does not currently expect to adopt an equity\nincentive plan or grant new combined-company equity awards to officers at Closing. The combined company expects to consider adopting an\nequity incentive plan after Closing under which officers, employees and other eligible service providers may receive awards, subject to\napplicable approvals. No severance, change-in-control or deferred compensation arrangement is currently in effect. Any material director\ncompensation policy established before Closing will be reflected in the transaction disclosure.

Election of Directors and Officers.

Directors are elected to serve until the next annual\nmeeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting\nof the Board following the next annual meeting of stockholders and until their successors have been elected and qualified.

Audit Committee.

We do not have an Audit Committee\n(or any committees of the Board). Because the Board does not have a standing audit committee, it has not designated an “audit\ncommittee financial expert” as defined in Item 407(d)(5) of Regulation S-K. The Board believes that, in light of the Company’s\nsize and the limited scope of its current operations, the cost of establishing and maintaining a separately designated audit committee\nfinancial expert is not currently justified.

Director Independence.

We do not currently have any\nindependent directors, and none of our directors is expected to qualify as an “independent director” under applicable Exchange\nAct rules or the listing standards of the exchange or trading market on which PCMC common stock is then quoted or listed upon the Closing.\nAs a result of Ivie's expected beneficial ownership of a majority of PCMC's outstanding voting power following the Closing, we expect\nto be a “controlled company” under applicable listing standards, which would exempt us from certain board independence requirements\nto the extent our common stock is listed on an exchange providing such an exemption. We intend to appoint one or more independent directors\nto our Board of Directors as our business and governance needs evolve following the Closing, although we have not committed to a specific\ntimetable for doing so.

Director Nomination Procedures.

We do not have a nominating\ncommittee, and our Board as a whole participates in the consideration of director nominees. Given the size of the Company and its Board,\nthe Board has not adopted a formal policy with regard to the consideration of director candidates recommended by stockholders, and there\nhave been no material changes to the procedures by which stockholders may recommend nominees to the Board.

Board Leadership Structure.

We have chosen to combine\nthe Chief Executive Officer and Board Chairman. As of the date hereof, our sole director is also our Chief Executive Officer and Chief\nFinancial Officer.

Code of Ethics.

Our Board has not adopted\na Code of Ethics due to the Company’s size and lack of employees.

Compensation Committee Interlocks and Insider\nParticipation.

We do not have a Compensation\nCommittee, and compensation decisions for our executive officers are made by the full Board. During the last completed fiscal year, none\nof our executive officers served as a member of the board of directors or compensation committee of any other entity that had an executive\nofficer serving as a member of our Board.

Section 16 Reporting and Compliance

Based solely on a review of\nForms 3, 4, and 5 and amendments thereto filed with the SEC, and on written representations from reporting persons, the Company believes\nthat all Section 16(a) filing requirements applicable to its officers, directors, and 10% beneficial owners during the fiscal year ended\nSeptember 30, 2025 were complied with in a timely manner, except that Repository Services LLC (“Repository’), a beneficial\nowner of approximately 70% of the Company’s outstanding common stock at the time the Company’s common stock became registered\nunder Section 12 of the Exchange Act did not file a Form 3 at such time. Repository has filed a Form 3 and a Schedule 13D as of the date\nhereof.

CERTAIN\nRELATIONSHIPS AND RELATED PERSON TRANSACTIONS

The following is a description\nof transactions since Physicians' inception in which Physicians or PCMC has been a party and in which any officer, director, 5% or greater\nshareholder, or any of their immediate family members has had or may have a direct or indirect material interest:

PCMC

Repository Services LLC Share Position

Repository Services LLC (“Repository”)\nis the record holder of 23,946,307 shares of the Company’s common stock (the “Share Position”), which it acquired pursuant\nto a Stock Purchase Agreement dated August 7, 2020, effective as of September 30, 2020. Brian Brick is Repository’s manager and\na controlling member.

On or about October 15, 2020,\nRepository became the record owner of shares that had previously been held for its benefit in the names of Stephen Brock; K. Brock &\nS. Brock General Partners, Trustee of the Brock Family Trust; K. Brock & S. Brock General Partners, Brock Family Trust UADTD June\n24, 1998; and the Brock Irrevocable Trust.

Between August 12, 2020 and\nSeptember 24, 2020, Repository privately negotiated arrangements with a limited number of investors, including Quynh Hoa T. Tran, under\nwhich each investor paid Repository (not the Company) for an economic interest in a portion of the Share Position. Ms. Tran paid $30,000\nfor her interest, which at the time was purely economic the right to share in the value, appreciation, and other economic benefits of\nan allocated portion of the Share Position, without a fixed number of underlying shares.

Repository has since calculated\nand allocated specific share numbers to convert each investor’s economic interest, including Ms. Tran’s, into a defined portion\nof the Share Position. At Closing, Ms. Tran is expected to be allocated and become the beneficial owner of 758,963 shares of the Company’s\ncommon stock in respect of her investment (and will receive an additional 100,000 shares from Repository for no consideration), together\nrepresenting approximately 0.8% of the Company’s pro forma outstanding common stock.

Specialty Capital Lenders LLC Indebtedness

On August 3, 2020, Specialty\nCapital Lenders LLC (“Specialty”) was assigned a $350,000 promissory note of the Company (the “Specialty Note”)\nby the Company’s former noteholder and former chief executive officer. Ronald J. Stauber is Specialty’s manager and controlling\nmember. As of September 30, 2025, the balance of the promissory note outstanding was $350,000. The balance of accrued interest payable\non the note was $94,529 and $84,029 as of September 30, 2025 and 2024.

On August 30, 2025 and October\n24, 2025, the Company entered into promissory notes with Physicians (collectively, the “Physicians Note”) in connection with\nshort-term financing arrangements in the principal amounts of $33,000 and $130,000, respectively. Under the Physicians Note, Physicians\nagreed to repay the outstanding principal, together with simple interest at a rate of 10% per annum, on demand or, if not earlier demanded,\non March 31, 2026.

On March 31, 2026, the Company\nand Specialty entered into a Note Transfer and Debt Settlement Agreement, effective as of February 15, 2026 (the “Settlement Agreement”).\nPursuant to the Settlement Agreement, the Company assigned and transferred to Specialty all of the Company’s right, title and interest\nin and to the Physicians Note, including the $163,000 outstanding principal balance and $5,545 of accrued interest thereon. Accordingly,\nthe aggregate assigned receivable was $168,545.

The assignment of the Physicians\nNote did not extinguish, forgive or otherwise discharge Physicians’ obligations under the Physicians Note. Rather, following the\nassignment, Specialty became the holder of the Physicians Note, and Physicians remained obligated to Specialty for the $163,000 assigned\nprincipal amount, together with accrued and future interest payable in accordance with the terms of the Physicians Note. As a result of\nthe assignment, the Company no longer held a receivable from Physicians and, as of June 30, 2026, the balance receivable on the Physicians\nNote by the Company was zero.

As consideration for the assignment\nof the Physicians Note, the $168,545 aggregate assigned receivable was applied as a partial offset against the amounts owed by the Company\nto Specialty under the Specialty Note. Immediately before giving effect to the offset, the Specialty Note reflected $350,000 of principal\nand $98,029 of accrued interest, for an aggregate obligation of $448,029. The $168,545 offset was applied first against accrued interest\nof $98,029 and then against outstanding principal in the amount of $70,516. Accordingly, following the offset, the Specialty Note had\na remaining principal balance of $279,484 and no accrued interest outstanding as of the effective date of the Settlement Agreement.

In connection with the Settlement\nAgreement, the Company and Specialty amended the Specialty Note. The amended Specialty Note bears interest at 4% per annum on the remaining\nprincipal balance of $279,484, provides that no interest accrues from February 1, 2026 through June 30 ,\n2026, and matures on December 31, 2026. The amendment reduced the Company’s near-term interest and repayment obligations by providing\nan interest-free period, reducing the stated interest rate on the remaining indebtedness, and establishing a new maturity date.

The Settlement Agreement did\nnot result in a material immediate net effect on the Company’s net assets, assuming the Physicians Note receivable and the corresponding\nSpecialty Note obligation were carried at their stated amounts. However, the Settlement Agreement eliminated the Company’s $168,545\nreceivable from Physicians, reduced the Company’s aggregate obligation to Specialty by the same amount, and substituted Specialty\nfor the Company as the creditor under the Physicians Note. The transaction also changed the economic terms of the Company’s remaining\nobligation to Specialty as described above.

At the Closing of the proposed\nBusiness Combination, Specialty is expected to receive 3,750,000 shares of the Company’s Series B-1 Convertible Preferred Stock\nin full satisfaction, cancellation and extinguishment of all indebtedness then owing by the Company to Specialty under the amended Specialty\nNote, including the revised principal amount of $279,484 and all accrued and unpaid interest thereon through the Closing Date, and all\nindebtedness then owing by Physicians to Specialty under the Physicians Note (aggregate principal amount of $163,000 and all accrued and\nunpaid interest thereon). The Series B-1 Convertible Preferred Stock will be convertible into an aggregate of 15,000,000 shares of the\nCompany’s common stock, based on a conversion ratio of four shares of common stock for each share of Series B-1 Convertible Preferred\nStock.

On an as-converted basis,\nthe shares issuable to Specialty are expected to represent approximately 6.1% of the Company’s outstanding common stock on a fully\ndiluted basis. Based on the aggregate payoff amounts of the Specialty Note and the Physicians Note of approximately $460,984 as of September\n30, 2026, the transaction implies an approximate value of $0.031 per common-share equivalent,\nwhich is substantially below recent trading prices of the Company’s common stock. The debt-cancellation transaction was negotiated\nwith Specialty, an entity controlled by Ronald J. Stauber, and may not have been consummated on terms equivalent to those that could have\nbeen obtained in an arm’s-length transaction.

Physicians

Related-Party Loans.

As described above, Physicians\nhas outstanding indebtedness involving related persons and, in one case, a person who is expected to become a related person upon completion\nof the Business Combination.

As of June 30, 2026, Physicians\nhad outstanding indebtedness of $1,523,028 of principal under the Ivie Line of Credit (a carrying amount of $1,464,212, net of a related\ndebt discount of $58,816) , payable to Ivie Health Consultants, an entity controlled by Ivie,\nPhysicians’ Chief Executive Officer. Prior to September 30, 2026, the Ivie Line of Credit included a lender conversion option entitling\nIvie Health Consultants to convert outstanding amounts into equity securities of Physicians on terms 5% more favorable than those available\nto the Physicians SAFE holders. Effective September 30, 2026, Physicians and Ivie Health Consultants amended and restated the Ivie Line\nof Credit to eliminate this conversion option on a prospective basis; as amended, the Ivie Line of Credit remains a $2.0 million unsecured\nrevolving credit facility payable solely in cash principal and interest in accordance with its remaining terms, and is no longer convertible\ninto equity securities of Physicians, PCMC, or the combined company. For a description of the terms of the Ivie Line of Credit, including\nthe applicable interest rates, maturity date and repayment terms, see “Management’s Discussion and Analysis of Financial\nCondition and Results of Operations of Physicians—Sources of Liquidity and Financing Arrangements—Related Party Financing.”\nBecause Ivie controls both Physicians and Ivie Health Consultants, the Ivie Line of Credit was not negotiated on an arm’s-length\nbasis and may not reflect terms that would have been available from an unaffiliated lender. The PCMC Board of Directors reviewed the Ivie\nLine of Credit and related arrangements and determined that their terms are fair and reasonable to the Combined Company, taking into account,\namong other things, the availability of capital from unaffiliated sources and the Combined Company’s anticipated liquidity needs.

Physicians also has outstanding\nindebtedness of (i) $163,000 payable to Specialty Capital Lenders, LLC — a company controlled by Ronald J. Stauber, PCMC's legal\ncounsel, who is also a 50% member of Repository Services LLC (“Repository”), PCMC's majority stockholder, which indebtedness\nis expected to be converted into 3,750,000 shares of Series B-1 Convertible Preferred Stock in connection with the Closing; (ii) $50,000\npayable to Kyma Capital, Inc., an affiliate of Repository, under a short-term loan; and (iii) $390,000 payable to Smith First Family LP\nunder a demand promissory note dated April 14, 2026, bearing interest at a rate of 10% per annum. Charles Smith is the general partner\nof Smith First Family LP.

Mr. Smith is not currently\na director or executive officer of, or a beneficial owner of more than 5% of the outstanding voting securities of, Physicians or PCMC\nand was not a related party of Physicians for purposes of its historical financial statements when the Smith First Family LP loan was\nentered into. Mr. Smith has been nominated to serve as a director of the Combined Company upon completion of the Business Combination.\nAccordingly, the Smith First Family LP loan is disclosed in this section in light of Mr. Smith’s expected role as a director of\nthe Combined Company. The Smith First Family LP loan remains outstanding and is expected to be assumed by the Combined Company in connection\nwith the Business Combination.

Separately, the $790,000 of\nseller financing obtained in connection with Physicians’ acquisition of the Property, which was personally guaranteed by Ivie, has\nbeen satisfied in full and is no longer outstanding.

Statement of Policy Regarding Transactions\nwith Related Persons

PCMC’s common stock\nis currently quoted on the OTCID market operated by OTC Markets Group Inc. OTCID does not require PCMC to maintain a standing audit committee,\nand PCMC does not currently maintain, and does not expect to establish following the completion of the Business Combination, a separate\nstanding audit committee. In the absence of a separate audit committee, the full Board of Directors will perform the functions otherwise\ncustomarily performed by an audit committee, including the oversight of PCMC’s independent registered public accounting firm, to\nthe extent required by applicable law and SEC rules.

Effective upon completion\nof the Business Combination, PCMC will adopt a written related-party transactions policy. Subject to the exceptions specified in that\npolicy, the policy will provide that no related-party transaction may be entered into without the prior approval of a majority of PCMC’s\ndisinterested directors. For purposes of the policy, a “related party” will include PCMC’s directors, executive officers,\ndirector nominees, beneficial owners of more than 5% of any class of PCMC’s voting securities, the immediate family members of any\nsuch person, and any entity in which any such person has a material interest or serves as an executive officer, general partner, managing\nmember or in a similar capacity.

DESCRIPTION OF CAPITAL STOCK

Authorized Capital Under Nevada Law

PCMC is a corporation organized\nunder the laws of the State of Nevada. The following is a summary of PCMC's capital stock as authorized under its Articles of Incorporation\n(as amended) and the Nevada Revised Statutes (\"NRS\"). This summary does not purport to be complete and is qualified in its entirety\nby reference to PCMC's Articles of Incorporation, Certificate of Designations, and Bylaws, copies of which are filed as Exhibits 3.1 through\n3.5, 3.7 and 3.6, respectively, to this Registration Statement, and by the applicable provisions\nof the NRS.

PCMC's Articles of Incorporation\nauthorize the issuance of 500,000,000 shares of common stock, $0.001 par value per share, and 50,000,000 shares of preferred stock, $0.001\npar value per share. As of the date hereof there were 34,276,816 shares of common stock issued and outstanding and no shares of preferred\nstock issued and outstanding.

Common Stock

Each outstanding share of\nPCMC common stock entitles the holder thereof to one vote on all matters submitted to a vote of stockholders, including the election of\ndirectors. Holders of common stock do not have cumulative voting rights. Subject to the rights, if any, of the holders of outstanding\nshares of preferred stock, holders of common stock are entitled to receive dividends, if any, as may be declared from time to time by\nthe Board of Directors out of legally available funds. In the event of any voluntary or involuntary liquidation, dissolution, or winding\nup of PCMC, the holders of common stock are entitled to share ratably in the net assets available for distribution after payment of all\nliabilities and the satisfaction of all liquidation preferences of any outstanding preferred stock. Holders of common stock have no preemptive,\nconversion, redemption, or subscription rights.

Preferred Stock

PCMC's Articles of Incorporation\nauthorize the Board of Directors to issue up to 50,000,000 shares of preferred stock in one or more series and to determine the voting\npowers, designations, preferences, limitations, restrictions, and relative rights of each series of preferred stock, without shareholder\napproval. The issuance of preferred stock could adversely affect the voting power of holders of PCMC common stock and could have the effect\nof delaying, deferring, or preventing a change in control of PCMC. As of the date of this Information Statement/Prospectus, there are\nno shares of preferred stock issued and outstanding.

Article 4 expressly authorizes\nthe Board, without further stockholder approval (except as may be required by applicable law, our Articles of Incorporation and Bylaws,\nor any securities exchange on which our securities may then be listed), to create one or more classes or series of preferred stock and\nto establish the designations, powers, preferences and rights of, and the qualifications, limitations or restrictions applicable to, each\nsuch class or series by adopting and filing certificates of designation under NRS 78.195 and 78.1955.

This “blank-check”\npreferred stock authority is intended to give the Board broad flexibility to structure future equity or equity-linked financings or other\ntransactions, including securities with dividend or liquidation preferences, conversion or redemption features, or other terms negotiated\nwith investors.

As of the date hereof, for purposes of the\nShare Exchange Agreement, the Company approved and adopted the Certificate of Designation designating the following series of preferred\nstock with the rights, preferences, privileges, and limitations set forth below and in the forms to be filed with the Nevada Secretary\nof State (a) Series A Voting Preferred Stock: 1,000,000 authorized shares, (b) Series B-1 Convertible Preferred Stock 25,000,000 authorized,\nand (c) Series B-2 Convertible Preferred Stock 10,000,000 authorized shares.

(a) No fractional shares of Series A Preferred\nshall be issued. Shares of Series B-1 Preferred and Series B-2 Preferred may be issued in fractional shares.

(b) Voting Rights.

(1) Voting with Common. The holders\nof Series A Preferred Stock shall, as a class, be entitled to a number of votes equal to two (2) times the sum of (i) the total number\nof shares of Common Stock issued and outstanding at the time of any election or vote by the shareholders, plus (ii) the number of votes\nallocated to shares of any other class of Preferred Stock then issued and outstanding that has voting rights. Except as otherwise provided\nherein or as required by law, the holders of Series B-1 Preferred and Series B-2 Preferred shall vote together with the holders of the\nCommon Stock as a single class on all matters submitted to a vote of the shareholders.

(2) One Vote Per Share for B-1 and B-2.\nOn each such matter, each share of Series B-1 Preferred and Series B-2 Preferred shall entitle the holder thereof to one (1) vote per\nshare, being the same number of votes as one share of Common Stock.

(c) Dividends. Except as required by applicable\nlaw, the holders of Series B-1 Preferred and Series B-2 Preferred shall not be entitled to receive any dividends or distributions unless\nand until their shares have been converted into Common Stock in accordance with the applicable Certificate of Designation, after which\nthey shall participate in dividends solely in their capacity as holders of Common Stock and on the same basis as the Common Stock.

(d) Liquidation. Upon any voluntary or involuntary\nliquidation, dissolution or winding-up of the Company, the holders of Series B-1 Preferred and Series B-2 Preferred shall not be entitled\nto any liquidation preference and shall participate, if at all, only to the extent they have converted their shares into Common Stock\nin accordance with the applicable Certificate of Designation, and then solely in their capacity as holders of Common Stock and on the\nsame basis as the Common Stock.

(e) Conversion and Adjustments (B-1 and B-2 Only).

(1) Conversion Ratio. Each one share\nof Series B-1 Preferred shall be convertible into four fully paid and nonassessable shares of Common Stock and each one share of Series\nB-2 Preferred shall be convertible into eight fully paid and nonassessable shares of Common Stock (the “Conversion Ratio”),\nsubject only to proportional adjustments for stock splits, stock dividends, combinations and similar recapitalizations affecting the Common\nStock.

(2) Optional Conversion of Series B-1\nPreferred (18-Month). Each share of Series B-1 Preferred shall be convertible, at the option of the holder thereof, at any time on or\nafter the date that is eighteen (18) months following the original issue date of such share, into that number of shares of Common Stock\ndetermined by applying the Conversion Ratio then in effect.

(3) Optional Conversion of Series B-2\nPreferred (24-Month). Each share of Series B-2 Preferred shall be convertible, at the option of the holder thereof, at any time on or\nafter the date that is twenty-four (24) months following the original issue date of such share, into that number of shares of Common Stock\ndetermined by applying the Conversion Ratio then in effect.

(4) Adjustment for Stock Splits and\nSimilar Events. In the event the Company shall (i) pay a dividend or make a distribution on its outstanding shares of Common Stock in\nshares of Common Stock, (ii) subdivide or split its outstanding shares of Common Stock, or (iii) combine or consolidate its outstanding\nshares of Common Stock into a smaller number of shares, then in each such case the Conversion Ratio shall be adjusted proportionately\nso that each one hundred (100) shares of Series B-1 Preferred and Series B-2 Preferred shall thereafter be convertible into the number\nof shares of Common Stock that a holder of one hundred (100) shares of Common Stock would have owned immediately following such event.

(5) Automatic Conversion Upon Reorganization\nEvent. If the Company undergoes any reorganization, recapitalization, reclassification, consolidation, merger, share exchange, or sale\nof all or substantially all of its assets in which the Common Stock is converted into or exchanged for securities, cash or other property\n(a \"Reorganization Event\"), each outstanding share of Series B-1 Preferred and Series B-2 Preferred shall automatically convert\ninto Common Stock at the then-applicable Conversion Ratio immediately prior to consummation of the Reorganization Event, whether or not\nthe applicable 18-month or 24-month holding period has elapsed, and each holder shall receive the same per-share consideration payable\nin respect of Common Stock in the Reorganization Event; provided that the holders of a majority of the outstanding shares of the applicable\nseries, voting as a separate class, may instead approve assumption of that series by the surviving or acquiring entity on substantially\nequivalent terms.

(f) Conversion of Series A Preferred Stock. Each\nshare of Series A Voting Preferred Stock shall be convertible, at the option of the holder, at any time and from time to time, into one\n(1) fully paid and nonassessable share of Common Stock, subject to proportional adjustment for stock splits, combinations, and similar\nrecapitalizations affecting the Common Stock. A holder electing to convert must convert all, and not less than all, of such holder's shares\nof Series A Voting Preferred Stock in a single conversion. In addition, upon the earlier to occur of (i) the approval by The Nasdaq Stock\nMarket LLC (or any successor national securities exchange) of PCMC’s initial application to list its Common Stock for trading, or\n(ii) the first date on which shares of PCMC’s Common Stock are listed for trading on any national securities exchange, each outstanding\nshare of Series A Voting Preferred Stock shall automatically convert into one (1) share of Common Stock, whereupon all shares of Series\nA Voting Preferred Stock shall be cancelled and the rights, preferences, and privileges of the Series A Voting Preferred Stock, including\nthe voting rights described above, shall terminate.

(g) Protective Provisions.\nSo long as any shares of Series A Voting Preferred Stock are outstanding, the Company may not, without the prior written consent of holders\nof a majority of the outstanding Series A Voting Preferred Stock, alter or change the rights, preferences or privileges of the Series\nA Voting Preferred Stock in a manner adverse to its holders. So long as any shares of Series B-1 Preferred or Series B-2 Preferred, as\napplicable, are outstanding, the Company may not, without the prior written consent of holders of a majority of the outstanding shares\nof the applicable series, voting as a separate class, amend, alter or repeal any provision of the Company's Articles of Incorporation\n(including the applicable Certificate of Designation) or Bylaws in a manner that adversely affects the rights, preferences, privileges\nor powers of that series. Certain provisions of the NRS could discourage or delay a change in control of PCMC, including the following:

Control Share Acquisitions (NRS 78.378 to 78.3793).

Sections 78.378 through 78.3793\nof the NRS govern the acquisition of a “controlling interest” in certain Nevada corporations. These provisions apply to an\n“issuing corporation,” which is defined as a Nevada corporation that, as of the applicable date, (i) has 200 or more stockholders\nof record, at least 100 of whom have had addresses in Nevada appearing on the corporation’s stock ledger at all times during the\nimmediately preceding 90-day period, and (ii) conducts business in Nevada directly or through an affiliated corporation.

A “controlling interest”\ngenerally means ownership of outstanding voting shares sufficient to enable the acquiring person, individually or in association with\nothers, directly or indirectly, to exercise (i) one-fifth or more but less than one-third, (ii) one-third or more but less than a majority,\nor (iii) a majority or more of the voting power of the corporation in the election of directors. Subject to certain exceptions, an acquiring\nperson generally may exercise voting rights with respect to “control shares” only to the extent such voting rights are conferred\nby the stockholders of the issuing corporation in accordance with the procedures prescribed by the NRS.

Although the Company is incorporated\nin Nevada, the Company does not currently satisfy the statutory definition of an “issuing corporation” under NRS 78.3788 and,\naccordingly, the control share acquisition provisions of NRS 78.378 through 78.3793 do not currently apply to the Company. If the Company\nsatisfies the statutory requirements for an “issuing corporation” in the future, these provisions may become applicable unless\nthe Company has otherwise validly elected not to be subject to them in accordance with the NRS.

Business Combinations with Interested Stockholders\n(NRS 78.411 to 78.444).

Sections 78.411 through 78.444\nof the NRS generally restrict certain “combinations” between a Nevada corporation having 200 or more stockholders of record,\nreferred to as a “resident domestic corporation,” and an “interested stockholder,” generally defined as a person\nwho beneficially owns, directly or indirectly, 10% or more of the corporation’s outstanding voting power. Subject to certain exceptions,\nthese provisions prohibit a resident domestic corporation from engaging in a combination with an interested stockholder for two years\nafter the person first becomes an interested stockholder unless, among other things, the board of directors approved the combination or\nthe transaction by which the person became an interested stockholder before the person first became an interested stockholder.

PCMC has not elected to opt\nout of NRS 78.411 through 78.444. As of the date hereof, PCMC has approximately 90 stockholders of record, which is below the 200-stockholder-of-record\nthreshold required to constitute a “resident domestic corporation” under these provisions, and PCMC therefore does not believe\nthese provisions currently apply to it. In addition, to the extent PCMC is or becomes a “resident domestic corporation” subject\nto these provisions, because the PCMC Board approved the Business Combination before Ivie became an interested stockholder, these provisions\ndo not prohibit the Business Combination. The provisions may, however, apply to certain future combinations involving PCMC and an interested\nstockholder and could have the effect of delaying, deferring or preventing certain transactions involving a change in control of PCMC.

Comparison of Rights of Physicians Stockholders\nand PCMC Shareholders

In connection with the Business Combination,\nthe shareholders of Physicians will surrender their equity interests in a privately held Maryland corporation and receive securities of\nPCMC, a public reporting company organized under the laws of the State of Nevada. As a result, the rights of the former Physicians shareholders\nwill change in certain material respects. Because each Physicians shareholder is a voluntary signatory to the Share Exchange Agreement\nand has consented to the exchange in an individual capacity, a full statutory comparison of shareholder voting and approval mechanics\nis of limited relevance; however, the following summary highlights certain material differences in the rights and circumstances of holders\nbefore and after the Business Combination. This summary does not purport to be complete and is qualified in its entirety by reference\nto PCMC’s Articles of Incorporation and Bylaws, the applicable provisions of the Nevada Revised Statutes (the “NRS”)\nand the Maryland General Corporation Law (the “MGCL”), and the certificates of designation governing the PCMC Preferred Stock,\ncopies or forms of which are filed as exhibits to this Registration Statement.

Governance and Reporting.

Prior to the Business Combination,\nPhysicians shareholders hold interests in a private company that is not subject to the reporting, disclosure, corporate governance and\ninternal control requirements of the federal securities laws. Following the Business Combination, former Physicians shareholders will\nhold securities of a public company that is subject to the periodic and current reporting requirements of the Exchange Act, the requirements\nof the Sarbanes-Oxley Act, and the other obligations applicable to public reporting companies, and that is subject to the restrictions\napplicable to current and former shell companies described elsewhere in this Information Statement/Prospectus. As a public-company security\nholder, a former Physicians shareholder will benefit from the availability of public disclosure regarding PCMC but will also be subject\nto the risks and limitations associated with holding securities of a small, single-asset former shell company.

Differences Between Maryland and Nevada Corporate\nLaw.

The rights of Physicians shareholders\nare currently governed by the MGCL and Physicians’ governing documents, while the rights of PCMC shareholders (including former\nPhysicians shareholders after the Closing) are governed by the NRS and PCMC’s Articles of Incorporation and Bylaws. Although the\nMGCL and the NRS contain many comparable provisions, they differ in certain respects relevant to shareholder rights, including the standards\ngoverning director and officer liability and exculpation, the scope of mandatory and permissive indemnification, the mechanics of shareholder\nvoting and action by written consent, the availability and procedures for appraisal or dissenters’ rights, and the anti-takeover\nprovisions applicable to control share acquisitions and business combinations with interested stockholders. See ”—Authorized\nCapital Under Nevada Law” for a description of certain NRS provisions applicable to PCMC.

Nature of Consideration.

In the Business Combination, Physicians\nshareholders will surrender shares of Physicians common stock and will receive a combination of PCMC common stock and, in the case of\nIvie, PCMC Preferred Stock. The PCMC common stock carries one vote per share and the economic and other rights described under ”—Common\nStock.” The PCMC Preferred Stock being issued to Ivie has rights, preferences and privileges that differ materially from those\nof the Physicians common stock being surrendered, including, in the case of the Series A Voting Preferred Stock, enhanced voting rights,\nand, in the case of the Series B-1 and Series B-2 Convertible Preferred Stock, conversion, dividend participation and liquidation rights\ndescribed under ” —Preferred Stock.” As a result, the relative voting power and economic interests of the former\nPhysicians shareholders following the Closing will differ from their relative interests in Physicians prior to the Business Combination.

Trading Symbol and Market

Our common stock is currently\nquoted on the OTCID market operated by OTC Markets Group Inc. under the symbol PCMC. Prior to July 1, 2025, our common stock was quoted\non the Pink Sheets. There is no market for our preferred stock, and no shares of preferred stock have been issued or are outstanding.

There is no established public\ntrading market for the shares of Physicians common stock. Following the Business Combination, the PCMC common stock received by former\nPhysicians shareholders will be quoted on the OTCID market operated by OTC Markets Group Inc. under the symbol “PCMC,” although\nthe trading market for PCMC common stock is limited and illiquid, the common stock is a penny stock, and resales are subject to the restrictions\napplicable to securities of current and former shell companies, including, in the case of Ivie and the Employee Stockholders, the restrictions\napplicable to restricted securities held by affiliates under Rule 144. Accordingly, while the PCMC common stock is quoted on a public\nmarket, holders should not assume that a liquid trading market will exist or be sustained. See “Risk Factors - Liquidity and Market\nRisks” and “Securities Act Restrictions on Resale of PCMC Common Stock.”

SECURITIES\nACT RESTRICTIONS ON RESALE OF PCMC COMMON STOCK

Pursuant to Rule 144 under\nthe Securities Act (“Rule 144”), a person who is not, and has not been for at least three months, an affiliate of PCMC may\nresell restricted shares of PCMC Common Stock after having beneficially owned and fully paid for such shares for at least six months without\nregistration under the Securities Act, provided that PCMC is, and has been for at least 90 days immediately before the sale, subject to\nthe reporting requirements of Section 13 or 15(d) of the Exchange Act and has satisfied the current-public-information requirement of\nRule 144, including by having filed all reports required under Section 13 or 15(d) of the Exchange Act during the 12 months preceding\nthe sale (or for such shorter period as PCMC was required to file such reports), other than Form 8-K reports, and submitted all required\nInteractive Data Files during that period.

Persons who have beneficially\nowned restricted shares of PCMC Common Stock who are affiliates of PCMC at the time of, or at any time during the three months preceding,\na sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only\na number of securities that does not exceed the greater of:

\n \n \n \n \n

●

1% of the total number of PCMC Common Stock then outstanding; or

\n \n \n \n \n

●

the average weekly reported trading volume of PCMC Common Stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales by affiliates of PCMC\nunder Rule 144 are also subject to the applicable manner-of-sale requirements, notice requirements on Form 144 and other conditions\nof Rule 144. A Form 144 notice generally is required only if the proposed sale during any three-month period exceeds 5,000 shares or has\nan aggregate sales price greater than $50,000.

Restrictions on the Use of Rule 144 by\nShell Companies or Former Shell Companies

Rule 144 is not available\nfor the resale of securities initially issued by an issuer that is, or at any time previously was, a shell company (other than a business\ncombination related shell company). However, Rule 144 also includes an important exception to this prohibition if the following conditions\nare met:

\n \n \n \n \n

●

the issuer of the securities has ceased to be a shell company;

\n \n \n \n \n

●

the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

\n \n \n \n \n

●

the issuer of the securities has filed all Exchange Act reports and other materials required to be filed under Section 13 or Section 15(d) of the Exchange Act, as applicable, during the preceding twelve months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and

\n \n \n \n \n

●

at least one year has elapsed from the time that the issuer filed current Form 10 type information reflecting its status as an entity that is not a shell company.

Accordingly, provided that\nPCMC has ceased to be a shell company, is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, has\ntimely filed all required Exchange Act reports and other materials during the applicable period (other than Current Reports on Form 8-K),\nand has filed current Form 10 information with the SEC reflecting that PCMC is no longer a shell company, Rule 144 may become available\nfor resales of PCMC Common Stock by Ivie and the Employee Stockholders no earlier than one year after the filing of such Form 10 information.\nAny such resale will remain subject to the other applicable requirements of Rule 144, including, for persons who are affiliates of PCMC\nat the time of sale or were affiliates during the preceding three months, the current-public-information, volume, manner-of-sale and Form\n144 notice requirements, as applicable.

MARKET FOR COMMON STOCK

Trading Market

PCMC's common stock is currently\ntraded on the OTCID maintained by the OTC Markets Group, Inc under the symbol PCMC. As of the date hereof, there is a limited established\npublic trading market for PCMC's common stock. The following table sets forth the high and low sales prices (or bid prices, as applicable)\nfor PCMC's common stock for each fiscal quarter during the periods indicated: For the periods prior to the fiscal year commencing October\n1, 2024, the following table sets forth the high and low bid prices per share of common stock. The prices represent inter-dealer quotations\nwithout retail markup, markdown, or commission and may not necessarily represent actual transactions. For the period commencing on October\n1, 2024, the table sets forth the high closing bid and low closing bid prices per share of common stock and reflect unsolicited customer\norders.

	Price Range
Commencement Period	High		Low

Fiscal Year Commencing October 1, 2023

First Quarter		0.195		0.061
Second Quarter		0.19		0.095
Third Quarter		0.16		0.11
Fourth Quarter		0.2		0.08

Fiscal Year Commencing October 1, 2024
First Quarter		0.27		0.21
Second Quarter		0.29		0.192
Third Quarter		0.3		0.209
Fourth Quarter		0.2		0.067

Fiscal Year Commencing October 1, 2025

First Quarter		0.48		0.20
Second Quarter		0.43		0.21
Third Quarter		0.47		0.25

Shareholders may experience\ndifficulty buying or selling shares of PCMC common stock and should consider their investment as illiquid for an indefinite period. See\n\"Risk Factors - Liquidity and Market Risks.\"

Holders of Record

As of the date hereof, approximately\n90 stockholders of record (including Cede & Co., the nominee of The Depository Trust Company) held our shares of common stock. The\nactual number of beneficial shareholders of our common stock is greater than the number of record holders due to shares held in \"street\nname\" by brokers, dealers, banks, and other intermediaries.

Dividend Policy

PCMC has not paid any cash\ndividends on its common stock since its inception and does not intend to pay any cash dividends on its common stock in the foreseeable\nfuture. The combined company intends to retain all available cash flow to service its debt obligations and fund its operations. Any future\ndetermination to pay dividends will be at the discretion of the combined company's board of directors, subject to applicable law and the\nterms of the Academy Bank Loan agreement and other debt instruments.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS\nAND MANAGEMENT

The following table sets forth information\nregarding the beneficial ownership of PCMC common stock as of October 10, 2026 (the most recent practicable date), and on a pro forma\nbasis after giving effect to the Business Combination, for (i) each person known to PCMC to beneficially own more than 5% of PCMC's outstanding\ncommon stock, (ii) each director and executive officer of PCMC, and (iii) all directors and executive officers of PCMC as a group. Beneficial\nownership is determined in accordance with Rule 13d-3 under the Exchange Act and includes voting or investment power with respect to the\nshares, together with any shares the holder has the right to acquire within 60 days, including upon conversion of convertible securities.\nThe Series A Voting Preferred Stock is convertible at the option of the holder, at any time, into common stock on a one-for-one basis.\nAccordingly, the 1,000,000 shares of common stock are issuable upon conversion of Dr. Ivie's Series A Voting Preferred Stock are included\nin his pro forma beneficial ownership. The Series B-1 and Series B-2 Convertible Preferred Stock first become convertible 18 and 24 months,\nrespectively, after issuance, so no shares issuable upon their conversion are included in the table. Fully diluted, as-converted holdings\nand combined voting power are set forth in footnote (9). Except as otherwise indicated, the persons named in the table have sole voting\nand investment power with respect to all shares shown as beneficially owned by them.(1)

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name of Beneficial Owner	Relationship	Shares \nBeneficially \nOwned \n(Current)	% \nCurrent	Shares \nBeneficially \nOwned (Pro \nForma)	% Pro \nForma
Legacy PCMC
5% or Greater Holders
Repository Services LLC (2)(3)	Stockholder	23,946,307	69.9%	23,946,307	23.3%
Ronald J. Stauber (2)(4)	50% Member of Repository Services LLC; (Manager of Specialty Capital Lenders LLC)	23,946,307	69.9%	23,946,307	23.3%
Brian Brick (2)	50% Member of Repository Services LLC	23,946,307	69.9%	23,946,307	23.3%
Specialty Capital Lenders LLC (4)	Holder of Series B-1 Convertible Preferred Stock (pro forma)	—	—	—	—
Directors and Executive Officers
Quynh Hoa T. Tran (6)	Director and President	—	—	858,963	0.8%
All directors and executive officers as a group (1 person)		—	—	858,963	0.8%

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name of Beneficial Owner	Relationship	Shares \nBeneficially \nOwned \n(Current)	% \nCurrent	Shares \nBeneficially \nOwned (Pro \nForma)	% Pro \nForma
Legacy Physicians
Conrad Ivie (5)	Chief Executive Officer and Director	—	—	69,566,368	67.0%
Combined Company
Charles Smith (7)	Director (following the Closing)	—	—	100,000	0.1%
All directors and executive officers as a group, pro forma (3 persons) (8)		—	—	70,525,331	67.9%
Physicians stockholders (aggregate) (5)	Physicians equityholders receiving PCMC shares in the Business Combination	—	—	69,566,368	67.0%
Pre-existing PCMC stockholders (aggregate)	Existing PCMC stockholders	34,276,816	100.0%	34,276,816	33.3%

(1)

Current percentages are based on 34,276,816 shares of PCMC common stock\noutstanding as of October 10, 2026. Pro forma percentages are based on 102,843,184 shares of common stock expected to be outstanding immediately\nafter the Closing, consisting of 34,276,816 shares currently outstanding and 68,566,368 shares to be issued in the Business Combination.\nFor purposes of calculating the pro forma percentages of Dr. Ivie, the Physicians stockholders (aggregate) and the pro forma directors\nand executive officers group only, the 1,000,000 shares of common stock issuable upon conversion of Dr. Ivie's Series A Voting Preferred\nStock are deemed outstanding (103,843,184 shares in total). Shares that a person has the right to acquire within 60 days are deemed outstanding\nfor that person but not for purposes of computing the percentage ownership of any other person.

(2)

Pursuant to a Stock Purchase Agreement dated as of August 7, 2020, Repository Services LLC (\"Repository\")\nhas been the record holder of 23,946,307 shares of PCMC common stock since September 30, 2020. Ronald J. Stauber and Brian Brick each\nown a 50% membership interest in Repository and share voting and dispositive power over the shares it holds. Accordingly, each may be\ndeemed to beneficially own all of the shares held by Repository. The shares shown for Mr. Stauber and Mr. Brick are the same shares shown\nfor Repository and are not additive. Each of Mr. Stauber and Mr. Brick disclaims beneficial ownership of those shares except to the extent\nof his pecuniary interest therein. The shares shown for Mr. Stauber do not include 50,598 shares to be delivered by Repository to Daniel\nStauber, the adult son of Mr. Stauber, who does not share his household; each disclaims beneficial ownership of the shares held by the\nother.

(3)

At or within twenty days after the Closing, Repository expects to deliver\nan aggregate of 17,959,730 shares of PCMC common stock from its existing holdings, as follows: (a) 12,016,911 shares to seven persons\nwho previously made capital contributions to PCMC aggregating $475,000 under the Advance Agreements, pursuant to separate share transfer\nagreements entered into with Repository on August 15, 2026. The contributions were recorded by PCMC as additional paid-in capital, did\nnot provide for repayment, interest or the issuance of any securities, and did not give the contributors any claim against PCMC. Repository\nhas agreed to transfer the shares from its existing holdings in recognition of those contributions; (b) 5,742,819 shares to six investors\nwho invested through Repository in 2020; and (c) 100,000 shares to each of Ms. Tran and Mr. Smith for no consideration. PCMC was not a\nparty to these arrangements, did not issue any shares in connection with them, and has no continuing obligation to issue shares, repay\nthe contributions, or otherwise satisfy any claims arising from them. Following those deliveries, Repository will retain 5,986,577 shares,\nor 5.8% of the pro forma outstanding common stock. No recipient of shares from Repository will beneficially own 5% or more of the pro\nforma outstanding common stock; the largest such holdings will be those of Abla Ortinau (3,794,814 shares, 3.7%), Lon M. White, through\nMaverick Techmed LLC (3,415,333 shares, 3.3%), J'ne Tomlin, individually and through Virtue Investments LLC (3,162,345 shares, 3.1%),\nand Charles Crawley (2,529,876 shares, 2.5%).

(4)

At the Closing, Specialty Capital Lenders LLC (\"Specialty\") will receive 3,750,000 shares of\nSeries B-1 Convertible Preferred Stock, convertible into 15,000,000 shares of common stock beginning 18 months after issuance, in cancellation\nof the Specialty Note and the Physicians Note. Specialty will hold no common stock, and no shares issuable upon conversion of its Series\nB-1 Convertible Preferred Stock are included in the table. Mr. Stauber is the manager of Specialty and may be deemed to beneficially own\nthe securities it holds.

(5)

Dr. Ivie currently holds all 10,000,000 outstanding shares of Physicians common stock and no shares of\nPCMC common stock. Following the Closing, Dr. Ivie will beneficially own 69,566,368 shares of common stock (67.0%), consisting of 68,566,368\noutstanding shares and 1,000,000 shares issuable upon conversion of his 1,000,000 shares of Series A Voting Preferred Stock. He will also\nhold 15,942,612 shares of Series B-1 Convertible Preferred Stock (convertible into 63,770,448 shares of common stock) and 7,971,306 shares\nof Series B-2 Convertible Preferred Stock (convertible into 63,770,448 shares of common stock), which are not included in the table. Because\nDr. Ivie is the sole stockholder of Physicians, the Physicians stockholders (aggregate) row reflects only his holdings.

(6)

Ms. Tran currently holds no shares of record. The pro forma figure consists of 858,963 shares to be delivered\nto her by Repository at or within twenty days after the Closing, consisting of 758,963 investment-based shares and 100,000 shares transferred\nfor no consideration.

(7)

Mr. Smith currently holds no shares of record. The pro forma figure consists of 100,000 shares to be delivered\nto him by Repository for services, for no consideration, at or within twenty days after the Closing.

(8)

Consists of Dr. Ivie, who will serve as Chief Executive Officer and a director, and Ms. Tran and Mr. Smith,\neach of whom will serve as a director of PCMC following the Closing.

(9)

On a fully diluted, as-converted basis of 246,384,080 shares of common\nstock (assuming conversion of all Series A Voting Preferred Stock, Series B-1 Convertible Preferred Stock and Series B-2 Convertible Preferred\nStock), Dr. Ivie would hold 197,107,264 shares (80.0%), Repository would hold 23,946,307 shares (9.7%), or 5,986,577 shares (2.4%) after\nthe deliveries described in footnote (3), and Specialty would hold 15,000,000 shares (6.1%). The Series A Voting Preferred Stock votes\nas a class with two times the combined voting power of the common stock and all other voting preferred stock, and the Series B-1 and Series\nB-2 Convertible Preferred Stock vote at one vote per share. Giving effect to these voting rights, Dr. Ivie will hold approximately 90.3%\nof the combined voting power, Repository approximately 6.1% (approximately 1.5% after the deliveries described in footnote (3)), and Specialty\napproximately 1.0%.

Beneficial Ownership of Repository Services LLC and Underlying\nInvestors

Repository Services LLC (\"Repository\")\nis the record holder of 23,946,307 shares of PCMC common stock. At or within twenty days after the Closing, Repository expects to deliver\n17,959,730 of those shares, representing 75% of its holdings, to the persons listed below. These deliveries are transfers by Repository\nfrom its existing holdings. PCMC is not a party to them and will not issue any shares in connection with them. The investment-based allocations\nare derived pro rata from an aggregate investment pool of $702,000, at approximately 25.29876 shares per dollar invested. The table below\nshows the shares to be delivered to each recipient and the percentage of PCMC common stock each recipient will hold on a pro forma basis,\nbased on 102,843,184 shares expected to be outstanding immediately after the Closing. No recipient will beneficially own 5% or more of\nPCMC's pro forma outstanding common stock.

Recipient	Basis of Delivery (g)	Shares to Be \nDelivered	% of Pro \nForma \nOutstanding
Abla Ortinau	Capital contributor; $150,000	3,794,814	3.7%
Lon M. White (a)	2020 investor; $135,000	3,415,333	3.3%
J'ne Tomlin (b)	Capital contributor; $50,000 individually and $75,000 through Virtue Investments LLC	3,162,345	3.1%
Charles Crawley	Capital contributor; $100,000	2,529,876	2.5%
Thomas Joseph Cara Trust	Capital contributor; $50,000	1,264,938	1.2%
Brock Tomlin (c)	Capital contributor; $25,000. 2020 investor (as an assignee); $15,000	1,011,950	1.0%
Quynh Hoa T. Tran (d)	2020 investor; $30,000; plus 100,000-share transfer for no consideration	858,963	0.8%
Brent Krulac	2020 investor; $25,000	632,469	0.6%
Brandon Farrey	Capital contributor; $25,000	632,469	0.6%
Siri M. Khalsa	2020 investor; $20,000	505,975	0.5%
Charles Smith (e)	Transfer for services; no consideration	100,000	0.1%
Daniel Stauber (f)	2020 investor; $2,000	50,598	*
Total to be delivered		17,959,730	17.5%
Retained by Repository		5,986,577	5.8%
Total held by Repository prior to deliveries		23,946,307	23.3%

(a)

Represents shares delivered to Maverick Techmed LLC, which Mr. White controls.

(b)

Consists of 1,264,938 shares delivered to Ms. Tomlin individually and 1,897,407 shares delivered to Virtue\nInvestments LLC, of which Ms. Tomlin is the manager and sole member.

(c)

Consists of 632,469 shares for his own investment and 379,481 shares as assignee of the investment of\nan original investor.

(d)

Ms. Tran is the sole director and President of PCMC and will continue as a director following the Closing.\nConsists of 758,963 investment-based shares and 100,000 shares transferred for no consideration.

(e)

Mr. Smith will serve as a director of PCMC following the Closing. Shares are transferred for services,\nfor no consideration.

(f)

Daniel Stauber is the adult son of Ronald J. Stauber, a 50% member of Repository. Each disclaims beneficial\nownership of the shares held by the other.

* Less than 0.1%.

(g)

\"2020 investor\" refers to investors who invested through Repository\nin 2020. \"Capital contributor\" refers to the seven persons who made capital contributions to PCMC under the Advance Agreements\nand entered into share transfer agreements with Repository on August 15, 2026, as described in footnote (3) to the Security Ownership\ntable.

LEGAL MATTERS

Certain legal matters relating\nto the validity of the shares of PCMC Common Stock covered by this Registration Statement will be passed upon for PCMC by Dieterich\n& Associates, Los Angeles, California. In connection with the Business Combination, the following legal opinions will be provided:\n(i) an opinion as to the validity of the shares of Common Stock to be issued, filed as Exhibit 5.1 to this Registration Statement.

EXPERTS

The financial statements of\nPublic Company Management Corporation as of September 30, 2025 and 2024, and for each of the years then ended, and for which the report\nthereon contains an explanatory paragraph which describes the conditions that raise substantial doubt about the ability of PCMC to continue\nas a going concern, appearing in this prospectus and registration statement have been audited by L J Soldinger Associates, LLC, an independent\nregistered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon\nsuch report given on the authority of such firm as an expert in accounting and auditing.

The financial statements of\nPhysicians Capital Management Corporation as of September 30, 2025 and for the period from January 31, 2025 (Inception) through September\n30, 2025, appearing in this prospectus and registration statement have been audited by L J Soldinger Associates, LLC, an independent registered\npublic accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report\ngiven on the authority of such firm as an expert in accounting and auditing.

WHERE\nYOU CAN FIND MORE INFORMATION

PCMC files annual, quarterly,\nand current reports and other information with the SEC as required by the Exchange Act. Such reports and other information contain business\nand financial information about PCMC. Because PCMC is a reporting shell company, its Exchange Act reports are not incorporated by reference\ninto this Information Statement/Prospectus or the Registration Statement of which it forms a part; instead, all required information regarding\nPCMC is included directly in this Information Statement/Prospectus. You may access PCMC’s SEC filings free of charge on the SEC’s\nwebsite at http://www.sec.gov. The information contained on, or that can be accessed through, the website are not part of, and are not\nincorporated by reference into, this Information Statement/Prospectus.

Physicians’ is not subject\nto Exchange Act reporting requirements and does not file reports or other information with the SEC. Physicians maintains a website at\nphysicianscapital.com. Information contained on or available through Physicians’ website shall not be deemed to be incorporated\nin this Information Statement/Prospectus and does not form a part of this Information Statement/Prospectus.

Information and statements\ncontained in this Information Statement/Prospectus or any Annex to this Information Statement/Prospectus are qualified in all respects\nby reference to the copy of the relevant contract or other Annex filed as an exhibit to the Registration Statement of which this Information\nStatement/Prospectus forms a part, which includes exhibits incorporated by reference from other filings made with the SEC.

All information contained\nin this Information Statement/Prospectus relating to PCMC has been supplied by PCMC and all such information relating to Physicians has\nbeen supplied by Physicians. Information provided by one does not constitute any representation, estimate or projection of any other.

INDEX OF FINANCIAL STATEMENTS

		Page

PUBLIC COMPANY MANAGEMENT CORP.
Audited Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID: 318)		83
Balance Sheet as of September 30, 2025 and 2024		84
Statement of Operations for the Year Ended September 30, 2025 and 2024		85
Statement of Changes in Shareholders’ (Deficit) Equity for the Year Ended September 30, 2025 and 2024		86
Statement of Cash Flows for the Year Ended September 30, 2025 and 2024		87
Notes to Financial Statements		88
Unaudited Financial Statements:
Condensed Balance Sheets as of June 30, 2026 (Unaudited) and September 30, 2025		96
Unaudited Condensed Statements of Operations for the Three and Nine Months Ended June 30, 2026		97
Unaudited Condensed Statement of Changes in Shareholders’ (Deficit) Equity for the Three and Nine Months Ended June 30, 2026		98
Unaudited Condensed Statement of Cash Flows for the Nine Months Ended June 30, 2026		99
Notes to Unaudited Condensed Financial Statements		100

PHYSICIANS CAPITAL MANAGEMENT CORPORATION
Audited Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID: 318)		106
Balance Sheet as of September 30, 2025 and for the Period from January 25, 2025 (inception) through September 30, 2025		107
Statement of Operations for the Period from January 25, 2025 (inception) through September 30, 2025		108
Statement of Changes in Shareholders’ Equity for the Period from January 25, 2025 (inception) through September 30, 2025		109
Period from January 25, 2025 (inception) through September 30, 2025		110
Notes to Financial Statements		111

Unaudited Financial Statements:
Condensed Balance Sheets as of June 30, 2026 (Unaudited) and September 30, 2025		118
Unaudited Condensed Statements of Operations for the Three and Nine Months Ended June 30, 2026		119
Unaudited Condensed Statements of Operations for the Three Months Ended June 30, 2025 and the Period from January 31, 2025 (Date of Inception) to June 30, 2025		119
Unaudited Condensed Statement of Changes in\n Shareholders’ Equity for the Three and Nine Months Ended June 30, 2026 and the Three Months Ended June 30, 2025 and the Period\n from January 31, 2025 (Date of Inception) to June 30, 2025		120
Unaudited Condensed Statement of Cash Flows for the Nine Months Ended June 30, 2026 and the Period from January 31, 2025 (Date of Inception) to June 30, 2025		121
Notes to Unaudited Condensed Financial Statements		122

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING\nFIRM

To the Board of Directors and
\nStockholders of Public Company Management Corporation

Opinion on the Financial Statements

We have audited the accompanying balance sheet\nof Public Company Management Corporation (the Company) as of September 30, 2025 and 2024, and the related statements of operations, stockholders’\ndeficit, and cash flows for the year than ended, and the related notes (collectively referred to as the financial statements). In our\nopinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30,\n2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period September 30, 2025, in\nconformity with accounting principles generally accepted in the United States of America.

Substantial Doubt About the Company’s\nAbility to Continue as a Going Concern

The accompanying financial statements have been\nprepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company has incurred losses\nsince inception, incurred a net loss of $103,817 during the current year, had a working capital deficit of $207,161 and an accumulated\ndeficit of approximately $5,736,177 as of September 30, 2025, and currently has no ongoing operations. These facts raise substantial doubt\nas to the Company’s ability to continue as a going concern. Management’s plans regarding these matters are also described\nin Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Emphasis of Matter\n- Restatement of Financial Statements

As discussed in Note\n9 to the financial statements, the accompanying financial statements as of September 30, 2024 and for the year then ended, have been restated\nto correct misstatements.

Basis for Opinion

These financial statements are the responsibility\nof the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our\naudits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are\nrequired to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and\nregulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the\nstandards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial\nstatements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged\nto perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding\nof internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s\ninternal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess\nthe risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond\nto those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.\nOur audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating\nthe overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising\nfrom the current period audit of the financial statements that were communicated or required to be communicated to the audit committee\nand that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,\nsubjective, or complex judgments. We determined that there were no critical audit matters.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

/s/ L J Soldinger Associates, LLC

We have served as the Company’s auditor since 2025.

Deer Park, IL

February 4, 2026

PCAOB ID No. 318

PUBLIC COMPANY MANAGEMENT CORPORATION

BALANCE SHEETS


	September 30, 2025			September 30, 2024

Assets
Current assets
Cash	$	234,405			$	100,035
Note receivable		33,237				-
Total Assets	$	267,642			$	100,035

Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable and accrued expenses	$	25,475			$	18,118
Accounts payable and accrued expenses - related party		4,799				45,232
Accrued expenses		-				6,000
Accrued interest payable – related party		94,529				84,029
Note payable – related party		350,000				350,000
Total Current Liabilities		474,803				503,379
Total Liabilities		474,803				503,379

Stockholders’ deficit
Preferred Stock, 50,000,000 authorized at $0.001 par value; zero 0 shares\nissued and outstanding at September 30, 2025 and September 30, 2024		-				-
Common Stock, 500,000,000 authorized at $0.001 par value; 34,276,816 shares\nissued and outstanding at September 30, 2025 and September 30, 2024		34,277				34,277
Additional paid-in capital		5,494,739				5,194,739
Accumulated deficit		(5,736,177	)			(5,632,360	)
Total stockholders’ deficit		(207,161	)			(403,344	)
Total liabilities and stockholders’ deficit	$	267,642			$	100,035

The accompanying notes are an integral part of\nthese financial statements.

PUBLIC COMPANY MANAGEMENT CORPORATION

STATEMENTS OF OPERATIONS


	For the Year Ended
	Sept 30,			Sept 30,
	2025			2024

Revenues
Revenues	$	-			$	-

Operating expenses
General and administrative expenses		93,554				71,017
Total Operating Expenses		93,554				71,017

Loss from operations		(93,554	)			(71,017	)

Other income (expense)
Interest income		237				-
Interest expense		(10,500	)			(10,500	)
Total Other Expense		(10,263	)			(10,500	)

Loss before income taxes		(103,817	)			(81,517	)
Provision for income taxes		-				-
Net loss	$	(103,817	)		$	(81,517	)

Basic and Diluted loss per share
Basic and diluted income per share	$	(0.00	)		$	(0.00	)

Weighted average number of shares outstanding basic and diluted		34,276,816				34,276,816

The accompanying notes are an integral part of\nthese financial statements.

PUBLIC COMPANY MANAGEMENT CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS’\nDEFICIT

FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

For the Year Ended September 30, 2025

\n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


	Preferred Stock		Common Stock			Additional Paid-In	Accumulated	Total Stockholders’
	Shares		Amount			Shares	Amount	Capital		Deficit			(Deficit)

Balances at September 30, 2024		-		$	-		34,276,816	$	34,277		$	5,194,739		$	(5,632,360	)	$	(403,344	)
Contributed capital												300,000						300,000
Net loss		-			-		-		-			-			(103,817	)		(103,817	)
Balances at September 30, 2025		-		$	-		34,276,816	$	34,277		$	5,494,739		$	(5,736,177	)	$	(207,161	)

For the Year Ended September 30, 2024


	Preferred Stock		Common Stock			Additional Paid-In	Accumulated	Total Stockholders’
	Shares		Amount			Shares	Amount	Capital		Deficit			(Deficit)

Balances at September 30, 2023		-		$	-		34,276,816	$	34,277		$	5,094,739		$	(5,550,843	)	$	(421,827	)
Contributed capital												100,000						100,000
Net loss		-			-		-		-			-			(81,517	)		(81,517	)
Balances at September 30, 2024		-		$	-		34,276,816	$	34,277		$	5,194,739		$	(5,632,360	)	$	(403,344	)

The accompanying notes are an integral part\nof these financial statements.

PUBLIC COMPANY MANAGEMENT CORPORATION

STATEMENTS OF CASH FLOWS


	For the Years Ended
	September 30,
	2025			2024
Cash flows from operating activities
Net loss	$	(103,817	)		$	(81,517	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities
Other assets		(33,237	)			-
Accounts payable and accrued expenses		1,357				12,286
Accounts payable and accrued expenses – related party		(40,433	)			-
Accrued interest payable – related party		10,500				10,500
Net cash used in operating activities		(165,630	)			(58,731	)

Cash flows from investing activities		-				-

Cash flows from financing activities		-
Contributed capital		300,000				100,000
Net cash provided by financing activities		300,000				100,000
Net increase in cash		134,370				41,269

Cash, beginning of period		100,035				58,766

Cash, end of period	$	234,405			$	100,035


SUPPLEMENTAL DISCLOSURE:
Interest paid	$	-			$	-
Income taxes paid	$	-			$	-

The accompanying notes are an integral part of\nthese financial statements.

PUBLIC COMPANY MANAGEMENT CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1 – NATURE OF BUSINESS AND SUMMARY\nOF ACCOUNTING POLICIES

Nature of Business

Public Company Management Corporation\n(\"Company”), a Nevada corporation, was formed on October 26, 2000. On October 1, 2004, MyOffiz, Inc. (\"MyOffiz\")\nentered into an Exchange Agreement with the certain controlling shareholders of GoPublicToday.com, Inc., Pubco WhitePapers, Inc., and\nPublic Company Management Services, Inc. The Company was the holding company for, and conducted its operations through, its subsidiary\ncompanies. The terms \"we\" and \"our\" refers to the Company and its subsidiaries unless otherwise stated.

Pursuant to the Exchange Agreement,\nMyOffiz acquired approximately 92.1% of the outstanding shares of GoPublicToday.com, Inc., all of the outstanding shares of Pubco WhitePapers,\nInc., and all of the outstanding shares of Public Company Management Services, Inc in exchange for the new issuance of an aggregate of\n15,326,650 of MyOffiz's common stock. Subsequent to the Exchange Agreement, MyOffiz obtained 100% of the partially owned subsidiaries,\nchanged its fiscal year end from June 30 to September 30, and changed its name to Public Company Management Corporation.

The Company was a management consulting\nfirm that educated and assisted small businesses to improve their management, corporate governance, regulatory compliance, and other business\nprocesses, with a focus on capital market participation. The Company offered the following services to its clients at various stages of\nthe business lifecycle:

\n \n \n \n \n

Educational products to improve business processes or explore entering the capital markets;

\n \n \n \n \n

Startup consulting to early-stage companies planning for growth;

\n \n \n \n \n

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

\n \n \n \n \n

Compliance services to fully reporting, publicly traded companies.

The Company generated revenues primarily\nfrom consulting services that it provided to private company clients seeking to become fully reporting, publicly traded companies. The\nCompany also generated revenue from regulatory compliance services that the Company was providing to public company clients that are required\nto file periodic and other reports with the Securities and Exchange Commission (“SEC”). The Company would be paid a flat fee\nfor these services, which generally consisted of cash and restricted shares of the Company’s clients’ common stock.

Predicated upon the economic recession\nof 2008, commencing with the subprime mortgage crisis and bank crisis, a significant increase in housing foreclosures ultimately caused\nthe stock market to crash in September 2008. At that time, and prior, the Company faced competition from a large number of consulting\nfirms, investment banks, venture capitalists, merchant banks, financial advisors, and other similar management consulting and regulatory\ncompliance services firms. Due to (i) the inability to raise funds in the marketplace and (ii) the intense competition in every aspect\nof the Company’s business, the Company was unable to operate profitably.

Basis of Preparation

The accompanying financial statements\ninclude the financial information of Public Company Management Corporation (“PCMC”, the “Company”) have been\nprepared in accordance with the instructions to financial reporting as prescribed by the Securities and Exchange Commission (the\n“SEC”). The preparation of these financial statements and accompanying notes in conformity with U.S. generally accepted\naccounting principles (“GAAP”). In the opinion of management, the financial statements contained in this report include\nall known accruals and adjustments necessary for a fair presentation of the financial position, results of operations, and cash\nflows for the periods reported herein.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires\nthe use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, disclosures of contingent\nliabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual\nresults could differ from those estimates.

Cash and Cash Equivalents

PCMC considers all highly liquid investments purchased\nwith an original maturity of three months or less to be cash and cash equivalents.

Note Receivable

On August 30, 2025, the Company entered into a promissory note with\nPhysicians Capital Management Corporation, a Maryland corporation, in connection with a short-term financing arrangement. Under the terms\nof the note, Physicians Capital agreed to repay principal of $33,000 plus simple interest at a rate of 10% per annum, with all unpaid\nprincipal and accrued interest due on demand or, if not demanded earlier, on March 31, 2026. As of September 30, 2025, the outstanding\nprincipal balance of the note receivable was $33,000 and accrued interest receivable totaled $237.

Stock-Based Compensation

The Company accounts for stock-based compensation to employees in accordance\nwith ASC 718 requiring employee equity awards to be accounted for under the fair value method. Accordingly, share-based compensation is\nmeasured at grant date, based on the fair value of the award and is recognized as expense over the requisite employee service period.\nThe Company accounts for stock-based compensation to other than employees in accordance with ASU 2019-07 Equity instruments issued to\nother than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the\nequity instruments and is recognized as expense over the service period. The Company estimates the fair value of share-based payments\nusing the Black-Scholes option-pricing model for common stock options and the closing price of the company’s common stock for common\nshare issuances. No share based payments were issued during the years ended September 30, 2025 or 2024.

Revenue Recognition

The core principles of revenue recognition under\nASC 606 include the following five criteria:

\n \n \n \n \n

Identify the contract with the customer

Contract with our customers may be oral,\nwritten, or implied. A written and signed invoice stating the terms and conditions is the Company’ preferred method. The terms of\na written contract may be contained within the body of an invoice or in an email. No work is commenced without an understanding between\nthe Company and our client that a valid contract exists.

\n \n \n \n \n

Identify the performance obligations in the contract

Our sales and account management teams\ndefine the scope of services to be offered, to ensure all parties are in agreement and obligations are being delivered to the customer\nas promised. The performance obligation may not be fully identified in a mutually signed contract, but may be outlined in email correspondence,\nface-to-face meetings, additional proposals or scopes of work, or phone conversations.

\n \n \n \n \n

Determine the transaction price

Pricing is discussed and identified\nby the operations team prior to submitting an invoice to the customer.

\n \n \n \n \n

Allocate the transaction price to the performance obligations in the contract

If a contract involves multiple obligations,\nthe transaction pricing is allocated accordingly, during the performance obligation phase.

\n \n \n \n \n

Recognize revenue when (or as) we satisfy a performance obligation

The Company recognizes revenue when\nwe satisfy a performance obligation by transferring a promised good or service to a customer.

Accounts Receivable and Allowance for Doubtful\nAccounts

The Company establishes an allowance for bad debts\nthrough a review of several factors including historical collection experience, current aging status of the customer accounts, and financial\ncondition of our customers. The Company does not generally require collateral for our accounts receivable. There were no accounts receivable\nand allowance for doubtful accounts as of September 30, 2025 and 2024.

Contributed capital

The Company received unsecured advances from unrelated parties for\nworking capital which the Company has no legal obligation to repay so have been booked to additional paid-in capital. Accordingly, these\nadvances were reflected in the financial statements as addition paid-in-capital.

Property and Equipment

Property and equipment are carried at the cost of acquisition or construction\nand depreciated over the estimated useful lives of the assets. Costs associated with repair and maintenance are expensed as incurred.\nCosts associated with improvements which extend the life, increase the capacity or improve the efficiency of our property and equipment\nare capitalized and depreciated over the remaining life of the related asset. Gains and losses on dispositions of equipment are reflected\nin operations. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The Company had\nno property and equipment and no depreciation for the years ended September 30, 2025 and 2024.

Impairment of Long-Lived Assets

The Company reviews the carrying value of its long-lived assets annually\nor whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate.\nThe Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset\nto its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured\nand recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset.\nFair value is determined based on either expected future cash flows at a rate we believe incorporates the time value of money. The Company\nhad no long-term assets and no indications of impairments were identified in the years ended September 30, 2025 or 2024.

Basic and Diluted Net Loss per Share

\n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of basic and diluted net (loss) per share
	Sept 30,			Sept 30,
	2025			2024
Numerator:
Net Loss attributable to common shareholders of PCMC	$	(103,817	)		$	(81,517	)
Net Loss attributable to PCMC	$	(103,817	)		$	(81,517	)

Denominator:
Weighted average common and common equivalent shares outstanding – basic and diluted		34,276,816				34,276,816

Earnings (Loss) per Share attributable to PCMC
Basic	$	(0.00	)		$	(0.00	)
Diluted	$	(0.00	)		$	(0.00	)

When an entity has a net loss, it is prohibited\nfrom including potential common shares in the computation of diluted per share amounts. Accordingly, we have utilized basic shares outstanding\nto calculate both basic and diluted loss per share for the twelve months ended September 30, 2025 and 2024. The number of potential anti-dilutive\nshares excluded from the calculation shares for the period ended September 30, 2025 is 0 zero.

Income Taxes

Uncertain tax position

The Company also follows the guidance related to accounting for income\ntax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position\nonly after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions\nmeeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater\nthan 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits\nwas recorded as of September 30, 2025 and 2024.

Fair Value of Financial Instruments

The ASC guidance for fair value measurements and\ndisclosure establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy\ngives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and\nthe lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1 Inputs – Quoted prices for\nidentical instruments in active markets.

Level 2 Inputs – Quoted prices for\nsimilar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived\nvaluations whose inputs are observable or whose significant value drivers are observable.

Level 3 Inputs – Instruments with\nprimarily unobservable value drivers. The Company has no Level 3 Inputs.

The Company’s financial instruments consist\nof cash and cash equivalents, accounts payable and debt. The carrying amount of these financial instruments approximates fair value due\neither to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial\nstatements.

Related Party Transactions

The Company follows ASC 850, Related\nParty Disclosures, for the identification of related parties and disclosure of related party transactions. Related party note and\ninterest balances as of September 30, 2025 and 2024 were $444,529 and $434,029, respectively and related party accrued liabilities as\nof September 30, 2025 and 2024 of $4,799 and $45,232, respectively (see Note 4. Related Party Transactions). Related parties were paid\nconsulting fees of $45,670 and $40,700 for the years ended September 30, 2025 and 2024, respectively.

Research and Development

The Company spent no money for research and development\ncost for the years ended September 30, 2025 and 2024.

Advertising Cost

The Company spent no money for advertisement for\nthe years ended September 30, 2025 and 2024.

Depreciation

The Company had no depreciation expense for the years ended September\n30, 2025 and 2024, respectively.

NOTE 2 – GOING CONCERN

As shown in the accompanying financial statements,\nPCMC has an accumulated deficit of $5,736,177 since its inception and had a working capital deficit of $207,161 and negative cash flows\nfrom operations and limited business operations as of September 30, 2025. These conditions raise substantial doubt as to PCMC’s\nability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if PCMC is unable\nto continue as a going concern.

PCMC continues to review its expense structure\nreviewing costs and their reduction to move towards profitability. Management plans to continue raising funds through debt and equity\nfinancing to fund expenditures or other cash requirements. There can be no assurance that additional financing will be available to the\nCompany on acceptable terms or at all. These financial statements do not give effect to adjustments to assets would be necessary for the\nCompany be unable to continue as going concern

NOTE 3 – NOTES PAYABLE

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of notes payable

Original

Due

Interest

Dec 31,

Sept 30,

Name

Note Date

Date

Rate

2024

Related Party:

Specialty Capital Lenders LLC – Related Party

9/30/2016

12/31/2026

350,000

During the years ending September 30, 2025 and\n2024, the Company had $10,500 and $10,500 in interest expense, respectively.

On September 30, 2016, the Company\nissued a Promissory Note to Stephen Brock, the Company’s Chief Executive Officer and Director, in the principal amount of three\nhundred fifty thousand dollars USD ($350,000.00) (see Note 6. Related Party Promissory Note). The unpaid principal accrues interest at\nthe rate of three percent (3.00%) per annum, and the note, as extended, matures on December 31, 2026 (the “Maturity Date”).\nOn the Maturity Date, the Company must pay the holder the promissory note the outstanding principal balance together with all accrued\nand unpaid interest.

On August 3, 2020, the promissory note\nwas assigned by Brock to Specialty Capital Lenders LLC.

As of September 30, 2020, the Company\nhad entered into an Obligation Extension Agreement (“Extension Agreement”) with Specialty Capital Lenders LLC. Pursuant to\nthe terms of the Extension Agreement, the original principal will continue to accrue interest at the rate of three (3%) percent per annum\nbeginning on October 1, 2020. The Extension Agreement shall terminate as of December 31, 2026 at which time all unpaid principal and accrued\ninterest will be due and payable to Specialty Capital Lenders LLC.

The Company may, at its sole discretion,\nat any time prepay all or any part of the principal amount of the Promissory Note, without premium, but with all accrued interest to the\ndate of prepayment. Partial prepayments will be applied to accrued interest and then to principal.

As of September 30, 2025 and 2024, the Company owed $350,000 in principal,\nand owed $94,529 and $84,029 in accrued interest, respectively.

NOTE 4 – COMMITMENTS AND CONTINGENCIES

The Company is obligated for payments under related\nparty accrued expenses and notes payable.

NOTE 5 – RELATED PARTY TRANSACTIONS

On August 3, 2020 Specialty Capital Lenders LLC\nwas assigned a $350,000 promissory note by the former note holder and CEO of the Company. As of September 30, 2025, the balance of the\npromissory note outstanding was $350,000. The balance of accrued interest payable on the note was $94,529 and $84,029 as of September\n30, 2025 and 2024, respectively.

As of September 30, 2025 and 2024, the Company\nowed $4,799 and $45,232, respectively, to related parties for funds advanced to the Company for general and administrative expenses.

Related parties were paid consulting fees of $45,670\nand 40,700 for the years ended September 30, 2025 and 2024, respectively.

NOTE 6 – CONTRIBUTED CAPITAL

In the years ended September 30, 2025 and 2024,\nthe Company received proceeds of $300,000 and $100,000, respectively, in unsecured advances from unrelated parties for working capital\nwhich the Company has no legal obligation to repay. Accordingly, these advances are reflected in these financial statements as additional\npaid-in capital.

NOTE 7 – STOCKHOLDERS’ EQUITY

Preferred Stock

The Company has 50,000,000 shares of preferred\nstock authorized, $0.001 par value. As of September 30, 2025 and 2024, the Company has no preferred stock outstanding.

Common Stock

The Company has 500,000,000 shares of common stock\nauthorized, $0.001 par value. As of September 30, 2025 and 2024, the Company had 34,276,816 shares of common stock outstanding.

The Company issued no shares of common stock in\neach of the years ended September 30, 2025 and 2024.

NOTE 8 – INCOME TAXES

The Company follows ASC 740, Accounting for Income\nTaxes. In the years ended September 30, 2025 and 2024, deferred income taxes reflect the net tax effects of (a) temporary differences\nbetween the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting\npurposes, and (b) net operating loss carry forwards. For federal income tax purposes, the Company uses the accrual basis of accounting,\nthe same that is used for financial reporting purposes.

As of September 30, 2025 and 2024, the Company's\naccumulated deficit was $5,736,177 and $5,632,360, respectively.

Federal income tax returns have not been examined\nand reported upon by the Internal Revenue Service and returns of the years since September 30, 2022 are still open.

Net deferred tax assets consist of\nthe following components as of September 30, 2025 and 2024:

\n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of deferred tax assets
	2025			2024
Deferred tax assets:
NOL Carryover	$	60,487			$	38,685
Valuation allowance		(60,487	)			(38,685	)
Net deferred tax asset	$	-			$	-

The income tax provision differs from\nthe amount of income tax determined by applying the U.S. federal income tax rates to pretax income from continuing operations for the\nyears ended September 30, 2025 and 2024 due to the following:

\n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of income tax reconciliation
	2025			2024
Federal Tax (21%)	$	(21,802	)		$	(17,119	)
Change in Valuation allowance		21,802				17,119
Income tax provision	$	-			$	-

NOTE 9 – RESTATEMENT

The Company determined that a During 2024, the\nCompany discovered that $6,000 of consulting service expenses incurred in the year ended September 30, 2024 were not accrued. As a result,\nthe 2024 financial statements understated expenses and overestimated net income. Additionally, the Company discovered $175,000 short term\nadvances made to the Company were recorded as a liability when they should have been recorded as additional paid-in-capital. The Company\nhas restated its September 30, 2024 financial statements to correct these errors.

\n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule\n of error correction and period adjustment
	September 30, 2024 (As originally filed)			Adjustments		September 30, 2024 (As Restated)

Assets
Current assets
Cash	$	100,035					$	100,035
Note receivable		-						-
Total Assets	$	100,035					$	100,035

Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable and accrued expenses	$	18,118					$	18,118
Accounts payable and accrued expenses - related party		45,232						45,232
Accrued expenses		-			6,000			6,000
Short term payables		175,000			(175,000	)		-
Accrued interest payable – related party		84,029						84,029
Note payable – related party		350,000			-			350,000
Total Current Liabilities		672,379			(169,000	)		503,379
Total Liabilities		672,379			(169,000	)		503,379

Stockholders’ deficit
Preferred Stock, 50,000,000 authorized at $0.001 par value; zero 0 shares issued and outstanding at September 30, 2025 and September 30, 2024		-						-
Common Stock, 500,000,000 authorized at $0.001 par value; 34,276,816 shares issued and outstanding at September 30, 2025 and September 30, 2024		34,277						34,277
Additional paid-in capital		5,019,739			175,000			5,194,739
Accumulated deficit		(5,626,360	)		(6,000	)		(5,632,360	)

Total stockholders’ deficit		(572,344	)		169,000			(403,344	)
Total liabilities and stockholders’ deficit	$	100,035			-		$	100,035

\n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


	Sept 30,					Sept 30,
	2024			Adjustments		2024

Revenues
Revenues	$	-					$	-

Operating expenses
General and administrative expenses		65,017			6,000			71,017
Total Operating Expenses		65,017			6,000			71,017

Loss from operations		(65,017	)		6,000			(71,017	)

Other income (expense)
Interest expense		(10,500	)		-			(10,500	)
Total Other Expense		(10,500	)		-			(10,500	)

Loss before income taxes		(75,517	)		(6,000	)		(81,517	)
Provision for income taxes		-			-
Net loss	$	(75,517	)		(6,000	)	$	(81,517	)

Basic and Diluted loss per share
Basic and diluted income per share	$	(0.00	)		-		$	(0.00	)

Weighted average number of shares outstanding basic and diluted		34,276,816			-			34,276,816

NOTE 10 – SUBSEQUENT EVENTS

On October 24, 2025, the Company loaned Physicians\nCapital Management Corporation $130,000 on the same terms as the previous $33,000 loan as described in Note 1.

The Company has evaluated subsequent events as\nof the date of the financial statements were available to be issued and has determined that there are no other disclosable subsequent\nevents.

PUBLIC COMPANY MANAGEMENT CORPORATION

BALANCE SHEETS


	June 30, 2026 (unaudited)			September 30,\n 2025 *

Assets
Current assets
Cash	$	6,692			$	234,405
Note receivable		-				33,237
Total Current Assets		6,692				267,642

Total Assets	$	6,692			$	267,642

Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable and accrued expenses	$	31,560			$	25,475
Accounts payable and accrued expenses - related party		18,499				4,799
Accrued interest payable – related party		-				94,529
Note payable – related party		279,484				350,000
Total Current Liabilities		329,543				474,803
Total Liabilities		329,543				474,803

Stockholders’ deficit
Preferred Stock, 50,000,000 authorized at $0.001 par value; zero 0 shares issued and outstanding at June 30, 2026 and September 30, 2025		-				-
Common Stock, 500,000,000 authorized at $0.001 par value; 34,276,816 shares issued and outstanding at June 30, 2026 and September 30, 2025		34,277				34,277
Additional paid-in capital		5,494,739				5,494,739
Accumulated deficit		(5,851,867	)			(5,736,177	)
Total stockholders’ deficit		(322,851	)			(207,161	)
Total liabilities and stockholders’ deficit	$	6,692			$	267,642

\n\n

Derived from audited information

The accompanying notes are an integral part of\nthese financial statements.

PUBLIC COMPANY MANAGEMENT CORPORATION

STATEMENTS OF OPERATIONS

(UNAUDITED)

\n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


	For the Three Months Ended			For the Nine Months Ended
	June 30,			June 30,			June 30,		June 30,
	2026			2025			2026		2025

Revenues
Revenues	$	-			$	-		$	-		$	-

Operating expenses
General and administrative expenses		24,560				23,239			117,498			59,481
Total Operating Expenses		24,560				23,239			117,498			59,481

(Loss) from operations		(24,560	)			(23,239	)		(117,498	)		(59,481	)

Other income (expense)
Interest income		-				-			5,308			-
Interest expense		-				(2,625	)		(3,500	)		(7,875	)
Total Other Expense		-				(2,625	)		1,808			(7,875	)

Net (loss)	$	(24,560	)		$	(25,864	)	$	(115,690	)	$	(67,356	)

Basic and Diluted income (loss) per share
Basic and diluted income per share	$	(0.00	)			(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average number of shares outstanding basic and diluted		34,276,816				34,276,816			34,276,816			34,276,816

The accompanying notes are an integral part of\nthese financial statements.

PUBLIC COMPANY MANAGEMENT CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS’\nDEFICIT

FOR THE THREE AND NINE MONTHS ENDED JUNE 30,\n2026 AND 2025

(UNAUDITED)

For the Three Months Ended June 30, 2026


	Preferred Stock		Common Stock			Additional Paid-In	Accumulated	Total Stockholders’
	Shares		Amount			Shares	Amount	Capital		Deficit			(Deficit)

Balances at March 31, 2026		-		$	-		34,276,816	$	34,277		$	5,494,739		$	(5,827,307	)	$	(298,291	)

Net loss		-			-		-		-			-			(24,560	)		(24,560	)
Balances at June 30, 2026		-		$	-		34,276,816	$	34,277		$	5,494,739		$	(5,851,867	)	$	(322,851	)

For the Three Months Ended June 30, 2025

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Preferred Stock		Common Stock			Additional Paid-In	Accumulated \nDeficit	Total Stockholders’ \n(Deficit)
	Shares		Amount			Shares	Amount	Capital		Restated			Restated

Balances at March 31, 2025		-		$	-		34,276,816	$	34,277		$	5,194,739		$	(5,673,852	)	$	(444,836	)

Net loss		-			-		-		-			-			(25,864	)		(25,864	)
Balances at June 30, 2025		-		$	-		34,276,816	$	34,277		$	5,194,739		$	(5,699,716	)	$	(470,700	)

For the Nine Months Ended June 30, 2026

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Preferred Stock		Common Stock			Additional Paid-In	Accumulated	Total Stockholders’
	Shares		Amount			Shares	Amount	Capital		Deficit			(Deficit)

Balances at September 30, 2025		-		$	-		34,276,816	$	34,277		$	5,494,739		$	(5,736,177	)	$	(207,161	)

Net loss		-			-		-		-			-			(115,690	)		(115,690	)
Balances at June 30, 2026		-		$	-		34,276,816	$	34,277		$	5,494,739		$	(5,851,867	)	$	(322,851	)

For the Nine Months Ended June 30, 2025

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Preferred Stock		Common Stock			Additional Paid-In	Accumulated \nDeficit	Total Stockholders’ \n(Deficit)
	Shares		Amount			Shares	Amount	Capital		Restated			Restated

Balances at September 30, 2024		-		$	-		34,276,816	$	34,277		$	5,194,739		$	(5,632,360	)	$	(403,344	)

Net loss		-			-		-		-			-			(67,356	)		(67,356	)
Balances at June 30, 2025		-		$	-		34,276,816	$	34,277		$	5,194,739		$	(5,699,716	)	$	(470,700	)

The accompanying notes are an integral part\nof these financial statements.

PUBLIC COMPANY MANAGEMENT CORPORATION

STATEMENTS OF CASH FLOWS

(UNAUDITED)

\n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


	For the Nine Months Ended
	June 30,
	2026			2025 Restated
Cash flows from operating activities
Net loss	$	(115,690	)		$	(67,356	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities
Accrued interest receivable		(5,308	)			-
Accounts payable and accrued expenses		6,085				(1,143	)
Accounts payable and accrued expenses – related party		13,700				(40,433	)
Accrued interest payable – related party		3,500				7,875
Net cash used in operating activities		(97,713	)			(101,057	)

Cash flows from investing activities
Note receivable, related party		(130,000	)			-
Net cash used in investing activities		(130,000	)			-

Cash flows from financing activities		-
Contributed capital		-				275,000
Net cash used in financing activities		-				275,000
Net decrease in cash		(227,713	)			173,943

Cash, beginning of period		234,405				100,035

Cash, end of period	$	6,692			$	273,978


SUPPLEMENTAL DISCLOSURE:
Interest paid	$	-			$	-
Income taxes paid	$	-			$	-

NON-CASH TRANSACTIONS
Note receivable and accrued interest offset against Note Payable and accrued interest – related party	$	168,545			$	-

The accompanying notes are an integral part of\nthese financial statements.

PUBLIC COMPANY MANAGEMENT CORPORATION

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JUNE 30, 2026

NOTE 1 – NATURE OF BUSINESS AND SUMMARY\nOF ACCOUNTING POLICIES

Nature of Business

\n \n \n \n \n

Educational products to improve business processes or explore entering the capital markets;

\n \n \n \n \n

Startup consulting to early-stage companies planning for growth;

\n \n \n \n \n

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

\n \n \n \n \n

Compliance services to fully reporting, publicly traded companies.

The Company generated revenues primarily\nfrom consulting services that it provided to private company clients seeking to become fully reporting, publicly traded companies. The\nCompany also generated revenue from regulatory compliance services that the Company was providing to public company clients that are required\nto file periodic and other reports with the Securities and Exchange Commission. The Company would be paid a flat fee for these services,\nwhich generally consisted of cash and restricted shares of the Company’s clients’ common stock.

Basis of Preparation

The accompanying financial statements include\nthe financial information of Public Company Management Corporation (“PCMC”, the “Company”) have been prepared\nin accordance with the instructions to financial reporting as prescribed by the Securities and Exchange Commission. They do not include\nall information and footnotes required by United States generally accepted accounting principles (US GAAP) for complete financial statements.\nHowever, except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements\nfor the year ended September 30, 2025 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange\nCommission on February 4, 2026. These unaudited financial statements are condensed and should be read in conjunction with those financial\nstatements included in the Form 10-K and interim disclosures generally do not repeat those in the annual statements. In the opinion of\nmanagement, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been\nmade. Operating results for the three and nine months ended June 30, 2026 are not necessarily indicative of the results that may be expected\nfor the year ending September 30, 2026.

100

Restatement of Financial Statements

The Company identified an error in its accounting\nrelated to payments made for services in the three months ended September 30, 2024, which affected the results for the three months ended\nDecember 31, 2024. Please refer to Note 9 of the Company’s financial statements for the years ended September 30, 2025 and 2024\nthat were included with the Company’s Form 10-K filed on February 4, 2026 for additional details regarding the restatement.

Restatement Adjustments

The Company’s accompanying restated financial\nstatements for the nine months ended December 31, 2024 incorporate adjustments related to its general and administrative expenses. The\ntable below presents the effect of the restatement adjustments:

\n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of error correction and period adjustment
	Nine Months Ended June 30, \n2025			Adjustments			Nine Months Ended June 30, \n2025 Restated
General and administrative expenses	$	(65,481	)		$	6,000		$	(59,481	)
Other expense		(7,875	)			-			(7,875	)
Net income	$	(7,356	)		$	6,000		$	(67,356	)

Net cash flows used in operating, investing and\nfinancing activities for the nine months ended June 30, 2025 did not materially change as a result of the misstatement.

Use of Estimates

The preparation of financial statements in conformity\nwith GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, disclosures\nof contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting\nperiod. Actual results could differ from those estimates.

Cash and Cash Equivalents

PCMC considers all highly liquid investments purchased\nwith an original maturity of three months or less to be cash and cash equivalents.

Note Receivable

On August 30, 2025, and October 24, 2025, the\nCompany entered into a promissory note with Physicians Capital Management Corporation, a Maryland corporation, in connection with a short-term\nfinancing arrangement of $33,000 and $130,000, respectively. Under the terms of the notes, Physicians Capital agreed to repay principal\nplus simple interest at a rate of 10% per annum, with all unpaid principal and accrued interest due on demand or, if not demanded earlier,\non March 31, 2026.

Stock-Based Compensation

The Company accounts for stock-based compensation\nto employees in accordance with ASC 718 requiring employee equity awards to be accounted for under the fair value method. Accordingly,\nshare-based compensation is measured at grant date, based on the fair value of the award and is recognized as expense over the requisite\nemployee service period. The Company accounts for stock-based compensation to other than employees in accordance with ASU 2019-07 Equity\ninstruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on\nthe fair value of the equity instruments and is recognized as expense over the service period. The Company estimates the fair value of\nshare-based payments using the Black-Scholes option-pricing model for common stock options and the closing price of the company’s\ncommon stock for common share issuances. No share-based payments were issued during the nine months ended June 30, 2026 and 2025.

101

Revenue Recognition

The core principles of revenue recognition under\nASC 606 include the following five criteria:

\n \n \n \n \n

Identify the contract with the customer

\n \n \n \n \n

Identify the performance obligations in the contract

\n \n \n \n \n

Determine the transaction price

Pricing is discussed and identified\nby the operations team prior to submitting an invoice to the customer.

\n \n \n \n \n

Allocate the transaction price to the performance obligations in the contract

If a contract involves multiple obligations,\nthe transaction pricing is allocated accordingly, during the performance obligation phase.

\n \n \n \n \n

Recognize revenue when (or as) we satisfy a performance obligation

The Company recognizes revenue when\nwe satisfy a performance obligation by transferring a promised good or service to a customer.

Accounts Receivable and Allowance for Doubtful\nAccounts

Contributed capital

The Company received unsecured advances from unrelated\nparties for working capital which the Company has no legal obligation to repay so have been booked to additional paid-in capital.

Property and Equipment

Property and equipment are carried at the cost\nof acquisition or construction and depreciated over the estimated useful lives of the assets. Costs associated with repair and maintenance\nare expensed as incurred. Costs associated with improvements which extend the life, increase the capacity or improve the efficiency of\nour property and equipment are capitalized and depreciated over the remaining life of the related asset. Gains and losses on dispositions\nof equipment are reflected in operations. Depreciation is calculated using the straight-line method over the estimated useful lives of\nthe assets.

Impairment of Long-Lived Assets

The Company reviews the carrying value of its\nlong-lived assets annually or whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset\nmay no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected\nto result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an\nimpairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value\nof the long-lived asset. Fair value is determined based on either expected future cash flows at a rate we believe incorporates the time\nvalue of money. The Company had no long-term assets and no indications of impairments were identified in the reported periods in 2026\nor 2025.

102

Basic and Diluted Net (Loss) per Share

Schedule of basic and diluted net (loss) per share
	Nine			Three			Nine		Three
	Months Ended			Months Ended			Months Ended		Months Ended
	June 30,			June 30,			June 30,		June 30,
	2026			2026			2025		2025
Numerator:
Net Loss attributable to common shareholders of PCMC	$	(115,690	)		$	(24,560	)	$	(67,356	)	$	(25,864	)

Denominator:
Weighted average common and common equivalent shares outstanding – basic and diluted		34,276,816				34,276,816			34,276,816			34,276,816

Loss per Share attributable to PCMC
Basic and Diluted	$	(0.00	)		$	(0.00	)	$	(0.00	)	$	(0.00	)

When an entity has a net loss, it is prohibited\nfrom including potential common shares in the computation of diluted per share amounts. Accordingly, we have utilized basic shares outstanding\nto calculate both basic and diluted loss per share for the three and nine months ended June 30, 2026 and 2025. The number of potential\nanti-dilutive shares excluded from the calculation shares for the period ended June 30, 2026 is zero 0.

Income Taxes

Uncertain tax position

The Company also follows the guidance related\nto accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement\nbenefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following\nan audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest\nbenefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability\nfor unrecognized tax benefits was recorded as of June 30, 2026 and September 30, 2025.

Fair Value of Financial Instruments

Level 1 Inputs – Quoted prices for\nidentical instruments in active markets.

Level 3 Inputs – Instruments with\nprimarily unobservable value drivers. The Company has no Level 3 Inputs.

Related Party Transactions

The Company follows ASC 850, Related\nParty Disclosures, for the identification of related parties and disclosure of related party transactions. Related party note and\ninterest balances as of June 30, 2026 and September 30, 2025 were $279,484 and $444,529, respectively (See NOTE 3) and related party accrued\nliabilities as of June 30, 2026 and September 30, 2025 of $18,499 and $4,799, respectively (see Note 5. Related Party Transactions).

Research and Development

The Company incurred no expenses for research\nand development cost for the three and nine months ended June 30, 2026 and 2025.

103

Advertising Cost

The Company incurred no expenses for advertisement\nfor the three and nine months ended June 30, 2026 and 2025.

Depreciation

The Company had no depreciation expense for the\nthree and nine months ended June 30, 2026 and 2025.

NOTE 2 – GOING CONCERN

As shown in the accompanying financial statements,\nPCMC has an accumulated deficit of $5,851,867 since its inception and had a working capital deficit of $322,851 and negative cash flows\nfrom operations and limited business operations as of June 30, 2026. These conditions raise substantial doubt as to PCMC’s ability\nto continue as a going concern. The financial statements do not include any adjustments that might be necessary if PCMC is unable to continue\nas a going concern.

PCMC continues to review its expense structure\nreviewing costs and their reduction to move towards profitability. Management plans to continue raising funds through debt and equity\nfinancing to fund expenditures or other cash requirements. There can be no assurance that additional financing will be available to the\nCompany on acceptable terms or at all. These financial statements do not give effect to adjustments to assets that would be necessary\nif the Company is unable to continue as going concern.

NOTE 3 – NOTES PAYABLE

\n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of notes payable
	Original	Due	Interest			June 30,		Sept 30,
Name	Note Date	Date	Rate			2026		2025

Related Party:
Specialty Capital Lenders LLC – Related Party	9/30/2016	12/31/2026		3	%		-		350,000
Specialty Capital Lenders LLC – Related Party	9/30/2016	12/31/2026		4	%		279,484		1-
TOTAL							279,484		350,000

During the nine months ending June 30, 2026 and\n2025, the Company had $3,500 and $7,875 in interest expense, respectively.

On September 30, 2016, the Company\nissued a Promissory Note to Stephen Brock, the Company’s prior Chief Executive Officer and Director, in the principal amount of\nthree hundred fifty thousand dollars USD ($350,000) (see Note 5. Related Party Transactions). The unpaid principal accrues interest at\nthe rate of three percent (3.00%) per annum, and the note, as extended, matures on December 31, 2026 (the “Maturity Date”).\nOn the Maturity Date, the Company must pay the holder the promissory note the outstanding principal balance together with all accrued\nand unpaid interest. On August 3, 2020, the promissory note was assigned by Brock to Specialty Capital Lenders LLC.

On March 31, 2026, the Company entered into a\nNote Transfer and Debt Settlement Agreement, where the Company assigned, to be effective as of February 15, 2026, this Note Receivable\nand accrued interest of $163,000 and $5,545, respectively, to Specialty Capital Lenders LLC (“Specialty”) in partial satisfaction\nof the Note Payable to Specialty (See NOTE 1 – Note Receivable). At March 31, 2026, the balance receivable on this Note Receivable\nwas revised and effective February 15, 2026, the Note Payable to Specialty was reduced by a corresponding amount of $168,545. Concurrently\nwith this Agreement, the Company revised the Note with Specialty whereby the $350,000 note and the accrued interest in the amount of $98,029\nwere offset by the $168,545 with the revised principal amount being $279,484, bearing 4% interest, with no interest accruing from February\n15 to July 31, 2026, and the Note due date is December 31, 2026.

As of June 30, 2026 and September 30, 2025, the\nCompany owed $279,484 and $350,000 in principal, respectively, and owed $0 and $94,529 in accrued interest, respectively.

NOTE 4 – COMMITMENTS AND CONTINGENCIES

The Company is obligated for payments under related\nparty accrued expenses and notes payable.

NOTE 5 – RELATED PARTY TRANSACTIONS

104

As of June 30, 2026 and September 30, 2025, the\nCompany owed $18,499 and $4,799, respectively, to related parties for funds advanced to the Company for general and administrative expenses.

Related parties were paid consulting fees of $10,000\nand $0 for the three months ended June 30, 2026 and 2025, respectively, and incurred $30,825 and $26,870 for the nine months ended June\n30, 2026 and 2025, respectively.

NOTE 6 – CONTRIBUTED CAPITAL

In the nine months ended June 30, 2026 and\n2025, the Company received proceeds of $nil 0 and $275,000, respectively, in unsecured advances from related and unrelated parties\nfor working capital which the Company has no legal obligation to repay. Accordingly, these advances are reflected in these financial\nstatements as additional paid-in capital.

NOTE 7 – STOCKHOLDERS’ EQUITY

Preferred Stock

The Company has 50,000,000 shares of preferred\nstock authorized, $0.001 par value. As of June 30, 2026 and September 30, 2025, the Company has no preferred stock outstanding.

Common Stock

The Company has 500,000,000 shares of common stock\nauthorized, $0.001 par value. As of June 30, 2026 and September 30, 2025, the Company had 34,276,816 shares of common stock outstanding.

The Company issued no shares of common stock in\nthe nine months ended June 30, 2026 and 2025.

NOTE 8 – INCOME TAXES

The Company follows ASC 740, Accounting for Income\nTaxes. During 2009, there was a change in control of the Company. Under section 382 of the Internal Revenue Code such a change in control\nnegates much of the tax loss carry forward and deferred income tax. Deferred income taxes reflect the net tax effects of (a) temporary\ndifferences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax\nreporting purposes, and (b) net operating loss carry forwards. For federal income tax purposes, the Company uses the accrual basis of\naccounting, the same that is used for financial reporting purposes.

The Company’s effective tax rate was 0%\nfor the nine months ended June 30, 2026 and 2025, as the Company incurred losses in both periods and maintained a full valuation allowance\nagainst its deferred tax assets.

Federal income tax returns have not been examined\nand reported upon by the Internal Revenue Service and returns of the years since September 30, 2022 are still open.

NOTE 9 – SUBSEQUENT EVENTS

On June 30, 2026, the\nCompany entered into a Share Exchange Agreement with Physicians pursuant to which the Company agreed to acquire all of the issued and\noutstanding shares of Physicians Capital Management Corporation (“Physicians”) in exchange for newly issued equity securities\nof the Company. The transaction is subject to a number of customary closing conditions, including completion of due diligence, regulatory\nand corporate approvals, and satisfaction of covenants by both parties. As of the date of this report, the transaction has not closed,\nand there can be no assurance that the share exchange will be completed on the terms contemplated, or at all. The financial statements\npresented do not include the accounts of Physicians.

The Company has evaluated subsequent events as\nof the date of the financial statements were available to be issued and has determined that there are no additional disclosable subsequent\nevents.

105

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING\nFIRM

To the Board of Directors and

Shareholder of Physicians Capital Management Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated\nbalance sheet of Physicians Capital Management Corporation (the \"Company\") as of September 30, 2025 , and the related consolidated\nstatement of operations, changes in stockholder's deficit, and cash flows for the period January 31 , 2025 (\" Inception\") through\nSeptember 30, 2025 , and the related notes (collectively referred to as the \" financial statements\"). In our opinion, the financial\nstatements present fairly, in all material respects, the financial position of the Company as of September 30, 2025, and the period from\nInception through September 30, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility\nof the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We\nare a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to\nbe independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations\nof the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the\nstandards of the PCAOB and in accordance auditing standards generally accepted in the United States of America. Those standards require\nthat we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,\nwhether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over\nfinancial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but\nnot for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly,\nwe express no such opinion.

Our audits included performing procedures to assess\nthe risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond\nto those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.\nOur audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating\nthe overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ L J Soldinger Associates, LLC

Deer Park, Illinois

February 20, 2026

We have served as the Company’s auditor since 2025

PCAOB ID: 318
\n

106

PHYSICIANS CAPITAL MANAGEMENT CORPORATION

CONSOLIDATED BALANCE SHEET


	September 30, 2025
Assets
Current assets
Cash	$	586,283
Escrow deposit receivable		150,000
Total current assets		736,283

Other assets
Prepaid deposits		246,267

Total Assets	$	982,550

Liabilities and Stockholder’s Deficit
Current Liabilities
Accounts payable and accrued expenses	$	139,994
Accounts payable and accrued expenses – related party		6,608
Note Payable		33,000
Total Current Liabilities		179,602

Non-Current Liabilities
SAFE Note liability		584,433
Derivative liability		87,952
Convertible note payable – related party – net of debt discount		305,180
Total Non-Current Liabilities		977,565
Total Liabilities	$	1,157,167

Stockholder’s deficit
Common Stock, 10,000,000 authorized at $0.001 par value; 10,000,000 shares issued and outstanding at September 30, 2025		10,000
Additional paid-in capital		-
Accumulated deficit		(184,617	)
Total stockholder’s deficit		(174,617	)
Total liabilities and stockholder’s deficit	$	982,550

The accompanying notes are an integral part of\nthese financial statements.

107

PHYSICIANS CAPITAL MANAGEMENT CORPORATION

CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE PERIOD FROM JANUARY 31, 2025 (DATE OF\nINCEPTION) TO SEPTEMBER 30, 2025


	For the Period from Jan 31, \n 2025 (date of inception) to
	Sept 30, 2025

Revenues
Revenues	$	-

Operating expenses
General and administrative expenses		160,189
Total Operating Expenses		160,189

Loss from operations		(160,189	)

Other expense
Change in derivative liabilities		(12,380	)
Interest expense		(12,048	)
Total Other Expense		(24,428	)
Loss before income taxes		(184,617	)
Provision for income taxes		-

Net loss	$	(184,617	)

Basic and Diluted loss per share
Basic and diluted income per share	$	(0.02	)

Weighted average number of shares outstanding basic and diluted		8,636,364

The accompanying notes are an integral part of\nthese financial statements.

108

PHYSICIANS CAPITAL MANAGEMENT CORPORATION

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER’S\nDEFICIT

FOR THE PERIOD FROM JANUARY 31, 2025 (DATE OF\nINCEPTION) TO SEPTEMBER 30, 2025

For the Period from Jan 31, 2025 (date of inception)\nto September 30, 2025

\n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


	Common Stock		Amount			Additional Paid In Capital		Accumulated Deficit	Total Stockholder’s (Deficit)

Balances at January 31, 2025		-		$	-		$	-	$	-		$	-
Common stock issued for services		10,000,000			10,000			-		-			10,000
Net loss		-			-			-		(184,617	)		(184,617	)
Balances at September 30, 2025		10,000,000		$	10,000		$	-	$	(184,617	)	$	(174,617	)

The accompanying notes are an integral part\nof these financial statements.

109

PHYSICIANS CAPITAL MANAGEMENT CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM JANUARY 31, 2025 (DATE OF\nINCEPTION) TO SEPTEMBER 30, 2025


	For the Period from Jan 31, 2025 (date of inception) to Sept 30, 2025
Cash flows from operating activities
Net loss	$	(184,617	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services		10,000
Change in derivatives		12,380
Debt discount amortization		5,203
Change in operating assets and liabilities:
Accounts payable and accrued expenses		63,727
Accrued interest payable – related party		6,608
Net cash used in operating activities		(86,699	)

Cash flows from investing activities		-
Escrow deposits		(320,000	)
Net cash used in investing activities		(320,000	)

Cash flows from financing activities
Proceeds from notes payable – related party		377,982
Proceeds from convertible SAFE’s		582,000
Proceeds from short term note payable		33,000
Net cash provided by financing activities		992,982
Net increase in cash		586,283

Cash, beginning of period		-

Cash, end of period	$	586,283


SUPPLEMENTAL DISCLOSURE:
Interest paid	$	-
Income taxes paid	$	-

Non-cash investing and financing activities:
Initial Recognition of derivative liability	$	78,005
Non-cash prepaid deposits	$	72,267

The accompanying notes are an integral part of\nthese financial statements.

110

PHYSICIANS CAPITAL MANAGEMENT CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

NOTE 1 – NATURE OF BUSINESS AND SUMMARY\nOF ACCOUNTING POLICIES

Nature of Business

Physicians Capital Management Corporation\n(“Company”), a Maryland corporation, was formed on January 31, 2025 as a real estate investment company. The terms “we”\nand “our” refers to the Company and its subsidiaries unless otherwise stated.

The Company has two wholly owned subsidiaries,\nPC Austin Property LLC and PC Indiana Carmel LLC, both of which were formed for the purpose of buying real estate assets.

Basis of Preparation

The accompanying consolidated financial statements\ninclude the financial information of Physicians Capital Management Corporation (“PCMC”, the “Company”) and its\ntwo wholly owned subsidiaries and have been prepared in accordance with the instructions to financial reporting as prescribed by the Securities\nand Exchange Commission (the “SEC”). The preparation of these financial statements and accompanying notes are in conformity\nwith U.S. generally accepted accounting principles (“GAAP”). In the opinion of management, the financial statements contained\nin this report include all known accruals and adjustments necessary for a fair presentation of the financial position, results of operations,\nand cash flows for the periods reported herein. All significant inter-company balances have been eliminated in consolidation.

Use of Estimates

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with\nan original maturity of three months or less to be cash equivalents. Cash equivalents include cash and short-term investments. Short-term\ninvestments are stated at cost, which approximates fair value, and consists of investments in money market accounts. At September 30,\n2025, there are no restrictions on the use of the Company’s cash.

Property and Equipment

Real Estate Assets

Subsequent to year end, the Company purchased\nreal estate assets. The Company adopted the following policy regarding real estate assets. Real estate assets are stated at cost, less\naccumulated depreciation. Amounts capitalized to real estate assets consist of the cost of acquisition or construction, and any tenant\nimprovements or major improvements and betterments which extend the useful life of the related asset. All repairs and maintenance are\nexpensed as incurred. Additionally, the Company capitalizes interest when development of a real estate asset is in progress.

The estimated useful lives of the Company’s\nreal estate assets by class are as follows:

\n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of estimated useful lives
Buildings		25 years
Building improvements		10-25 years
Land improvements		20-25 years
Tenant Improvements		Lease term

111

Management continually monitors events and changes\nin circumstances that could indicate that the carrying amounts of long-lived assets, including real estate assets, may not be recoverable.\nWhen indicators of potential impairment are present, the Company assesses recoverability by comparing the carrying amount of the asset\nto the estimated undiscounted future cash flows expected to result from the use and eventual disposition of the asset, in accordance with\nASC 360, Property, Plant, and Equipment. If the carrying amount of the asset exceeds the estimated undiscounted future cash flows,\nan impairment loss is recognized in an amount equal to the excess of the carrying amount over the asset’s fair value. For the period\nfrom January 31, 2025 (date of inception) to September 30, 2025, management concluded that no impairment indicators were present and no\nimpairment losses were recorded.

Notes Payable

All loans are measured at the stated principal amount, which approximates\nfair value. Interest is charged to interest expense as it accrues, except for interest qualifying for capitalization relating to properties\nunder development.

Revenue Recognition

All leases on real estate assets held by the Company or its subsidiaries\nare classified as operating leases, and the related rental income is recognized on a straight-line basis over the terms of the respective\nleases. Tenant reimbursements are recognized as revenue in the period that the related operating cost is incurred and therefore contractually\nearned and billable pursuant to the terms of the underlying lease. Rents paid in advance, which do not qualify for revenue recognition,\nare deferred to future periods.

Revenues earned relating to lease termination agreements are recognized\nat the time the tenant loses the right to lease the space and when the Company has earned the right to receive such payments.

Loan Fees

The Company incurred financing fees and is amortizing\nthese over the life of the loan.

Note Payable

The Company received loans from a third\nparty in the amount of $33,000.\nThe note carries an interest rate of 10 ten percent per annum and is due March 31, 2026.

The Company received revolving credit line loans\nfrom a related party for working capital with a balance of $377,982 at September 30, 2025. The credit line carries an interest rate of\n6 six percent per annum and is due December 31, 2028.

Basic and Diluted Net (Loss) per Share

\n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of basic and diluted net (loss) per share
	Sept 30,
	2025
Numerator:
Net Loss attributable to common shareholders of PCMC	$	(184,617	)

Denominator:
Weighted average common and common equivalent shares outstanding – basic and diluted		8,636,364

Loss per Share attributable to PCMC
Basic	$	(0.02	)
Diluted	$	(0.02	)

When an entity has a net loss, it is prohibited\nfrom including potential common shares in the computation of diluted per share amounts. Accordingly, we have utilized basic shares outstanding\nto calculate both basic and diluted loss per share for the period ended September 30, 2025. The number of potential anti-dilutive shares\nexcluded from the calculation shares for the period ended September 30, 2025 cannot be readily determined because it depends on amounts\nand terms of future financings.

Income Taxes

Uncertain tax position

112

Fair Value of Financial Instruments

Level 1 Inputs – Quoted prices for\nidentical instruments in active markets.

Level 3 Inputs – Instruments with\nprimarily unobservable value drivers. The Company evaluated the terms and conversion features of the SAFE Note liabilities and the bifurcated\nderivative liability pertaining to the related party convertible line of credit and determined that the classification of these instruments\nshould be Level 3 as of September 30, 2025.

SAFE Notes

SAFE Notes represent instruments that provide\na form of financing to the Company and possess characteristics of both a debt and equity instrument. The Company accounts for the SAFE\nNotes in accordance with the guidance in ASC 480, “Distinguishing Liabilities from Equity” and ASC 815-40, “Derivatives\nand Hedging”. For the SAFE Notes outstanding as of September 30, 2025, the Company first assessed whether the instrument meets the\ndefinition of a liability under ASC 480. The SAFE Notes includes terms that would affect the conversion of the note into shares\nbased on the next round of financing. Since the instrument neither represents, nor is it indexed to an obligation to repurchase its own\nshares, the instrument does not represent any conditional obligation to settle the fixed monetary amount of the debt in a variable number\nof shares, the instrument is not a liability under ASC 480. The Company then assessed whether the instrument represents either an equity,\nderivative or a liability instrument per the guidance under ASC 815-40 and noted that due to the contingent settlement essentially representing\na repayment of a fixed monetary amount, it would neither represent an instrument indexed to its own equity nor would it meet the definition\nof a derivative. Therefore, the note would be accounted for as a liability which requires initial and subsequent measurements at fair\nvalue. This liability is subject to re-measurement at each balance sheet date until a triggering event, equity financing, change in control\nor dissolution occurs, and any change in fair value is recognized in the Company’s consolidated statements of operations.

The fair value estimate includes significant inputs\nnot observable in market, which represents a Level 3 measurement within the fair value hierarchy. The valuation uses probabilities considering\npay-offs under various scenarios as follows: (i) an equity financing where the SAFE Notes will convert into safe preferred stock or common\nstock at varying dates; and (ii) dissolution event where the SAFE Notes holders will be entitled to the purchase amount subject to liquidation\npriority. Issuance cost incurred during the period January 31, 2025 (Inception) to September 30, 2025, were expensed as incurred and presented\nseparately in the statement of operations (See Note 4).

Derivatives

The Company reviews the terms of convertible debt\nissued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be\nbifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more\nthan one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative\ninstruments are accounted for as a single, compound derivative instrument.

Bifurcated embedded derivatives are initially\nrecorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or\nexpense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted\nfor as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The\nremaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded\nat a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the\ninstrument, is amortized over the life of the instrument through periodic charges to interest expense.

The Company has determined the Related Party Revolving\nLine of Credit financing agreement is a debt instrument which contains an embedded conversion feature that is required to be bifurcated\nas a derivative liability (level 3). FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of\nproceeds from the issuance of debt into its debt and bifurcated derivative components. The Company applies this guidance to allocate the\nRevolving Line of Credit proceeds between the line of credit note and the respective bifurcated derivative, using the residual method\nby allocating the principal first to fair value of the bifurcated derivative and then to the debt (See Note 3).

113

The following tables summarizes the liabilities\nmeasured at fair value on a recurring basis as of September 30, 2025: 

\n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of Fair value liabilities measured at fair value\n on recurring basis
	Level 1		Level 2			Level 3		Total
Liabilities
SAFE Notes	$	-		$	-		$	584,433	$	584,433
Bifurcated Derivative Liability		-			-			87,952		87,952
Total financial liabilities	$	-		$	-		$	672,385	$	672,385

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	SAFE Notes at fair value		Bifurcated Derivative Liability
Balance as at January 31, 2025 (Inception)	$	-		$	-
Issuance of SAFE Notes		582,000			78,005
Change in fair value		2,433			9,947
Balance as at September 30, 2025	$	584,433		$	87,952

Related Party Transactions

The Company follows ASC 850, Related\nParty Disclosures, for the identification of related parties and disclosure of related party transactions. Related party note balances\nas of September 30, 2025 were $377,982 and related party accrued liabilities (interest) as of September 30, 2025 of $6,608 (see Note 3.\nNotes Payable).

Research and Development

The Company incurred no expenses for research\nand development cost for the period from inception (January 31, 2025) to September 30, 2025.

Advertising Cost

The Company incurred no expenses for advertisement\nfor the period from inception (January 31, 2025) to September 30, 2025.

Depreciation

The Company had no depreciation expense for the\nperiod from inception (January 31, 2025) to September 30, 2025.

NOTE 2 – RELATED PARTY TRANSACTIONS

The Company follows ASC 850, Related\nParty Disclosures, for the identification of related parties and disclosure of related party transactions. Related party note balances\nas of September 30, 2025 were $305,180, net of $72,802 discount, and related party accrued interest as of September 30, 2025 of $6,608\n(see Note 3. Notes Payable). These obligations are due to Ivie Health Consultants, a company controlled by the CEO of the Company. See\nNote 3 below.

NOTE 3 – NOTES PAYABLE

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of notes payable
Name	Original \nNote Date	Due \nDate	Interest \nRate	Jan 31, 2025 \n(Date of Inception)	Sept 30, \n2025

Related Party:
Revolving Credit Line – Related Party	Inception to 9/30/2025	12/31/2028	6%	-0-	$	377,982

Note payable	7/10/2025 to 8/26/2025	3/31/2026	10%	-0-		33,000

Totals				-0-	$	410,982

Revolving credit line – Related Party\n

During the fiscal year ended September 30, 2025,\nthe Company entered in to a revolving credit line of up to $2,000,000 from the sole shareholder and CEO of the Company whereby funds were\nadvanced or expenses paid on behalf of the Company. As of September 30, 2025, the balance of the credit line outstanding was $305,180,\nnet of $72,802 discount. The balance of accrued interest on the note was $6,608 as of September 30, 2025.

114

The Company may, at its sole discretion, at any\ntime prepay all or any part of the principal amount of the revolving credit line, without premium, but with all accrued interest to the\ndate of prepayment. Partial prepayments will be applied to accrued interest and then to principal. The credit note is convertible at an\nadditional 5% discount to the most favorable SAFE Note discount, at the option of the lender. The Lender may advance up to $2,000,000\nat a stated interest rate of 6% per annum, with all principal and accrued interest due December 31, 2028. At issuance, the Company evaluated\nthe convertible feature of the Revolving Credit Line and determined it was required to be bifurcated as an embedded derivative and did\nnot qualify for equity classification. The discount resulting from the initial fair value of the embedded derivative has and will continue\nto be amortized to interest expense using the effective interest method. Non-cash interest expense during the period from Inception through\nSeptember 30, 2025, was $5,203 and pertained to this discount. The value of the bifurcated derivative liability as of September 30, 2025,\nwas $87,952.

As of September 30, 2025, the Company owed $377,982\nin principal and owed $6,608 in accrued interest.

Note Payable

During the fiscal year ended September 30, 2025,\nthe Company entered in to a note payable for $33,000. As of September 30, 2025, the balance of the note payable outstanding was $33,000.\nThe balance of accrued interest on the note was $237 as of September 30, 2025.

NOTE 4 – SAFE NOTE LIABILITY

Convertible SAFE Notes

The Company received $582,000 in convertible SAFE\nNotes in the period ended September 30, 2025. (“SAFE Notes”). The SAFE Notes are convertible into Safe Preferred Stock or\nCommon Shares at a discount to the price at which the Company completes its next equity financing or business combination (“Equity\nFinancing”). The discount on the SAFE Notes is 30%. (“Discount Rate”). For the period ending September 30, 2025 all\nof the SAFE Notes have a 30% discount. The SAFE Notes have no interest rate or maturity date, description of dividend and participation\nrights. The SAFE Notes were classified as a liability based on evaluating characteristics of the instrument and are presented at fair\nvalue as a non-current liability in the Company’s balance sheet. As of the date of initial measurement, the management assigned\nzero probability for a change in control event or a dissolution event. The fair value of the SAFE Notes was $584,433 as of September 30,\n2025.

If there is an Equity Financing before the termination\nof the SAFE Notes, (i) on the initial closing of such Equity Financing, these SAFE Notes will automatically convert into the number of\nshares of Safe Preferred Stock or Common Shares equal to the Purchase Amount of the SAFE Notes multiplied by the Discount Rate. In connection\nwith the automatic conversion of this SAFE Notes into shares of Safe Preferred Stock or Common Stock, the Investor will execute and deliver\nto the Company all of the transaction documents related to the Equity Financing; provided further, that such documents (i) are\nthe same documents to be entered in to with the purchasers of Standard Preferred Stock or Common Stock, with appropriate variations for\nthe Safe Preferred Stock if applicable, and (ii) have customary exceptions to any drag-along applicable to the Investor, including, without\nlimitation, limited representations and warranties and limited liability and indemnification obligations on the part of the Investor.

Business Combination. In the event that the Company\nenters into a merger, acquisition, or other business combination (an “Acquisition”) with another entity (the “Target\nCompany”), the Investor shall have the right to convert the investment into equity of the entity resulting from the Acquisition\n(the “Acquiring Company”), only if, immediately following the closing of the Acquisition, the Company and/or its existing\nshareholders collectively own less than seventy percent (70%) of the total voting power or economic interest in the Acquiring Company\n(the “Minority Ownership Threshold”). This conversion right shall be subject to the following terms and conditions: (i) the\nCompany shall deliver to the Investor written notice of the Acquisition, including a summary of the material terms and conditions, within\nthirty (30) days after the execution of a definitive Acquisition agreement, (ii) the Investor shall have thirty (30) days from receipt\nof such notice to elect, in writing, to exercise the conversion right. Such election shall be irrevocable once made, (iii) the conversion\nshall be based on the valuation of the Acquiring Company as set forth in the Acquisition agreement, and the Investor shall receive equity\nsecurities of the same class and series, and on the same terms, as issued to other equity holders of the Acquiring Company on a pro rata\nbasis, (iv) the conversion shall be conditioned upon the execution of all required documentation, including any amendments to this Agreement\nand any ancillary agreements required by the Acquiring Company, and (v) the conversion shall also be subject to the satisfaction of all\nconditions precedent to the closing of the Acquisition, including regulatory approvals and requisite approvals of equity holders. For\nthe avoidance of doubt, the Investor shall not be entitled to convert the investment pursuant to this provision if, immediately following\nthe closing of the Acquisition, the Company and/or its shareholders hold seventy percent (70%) or more of the total voting power or economic\ninterest in the Acquiring Company.

Liquidity Event. If there is a Liquidity Event\nbefore the termination of this SAFE Notes, the Investor will automatically be entitled (subject to the liquidation priority set forth\nin Section 1I below) to receive a portion of Proceeds, due and payable to the Investor immediately prior to, or concurrent with, the consummation\nof such Liquidity Event, equal to the greater of (i) the Purchase Amount (the “Cash-Out Amount”) or (ii) the amount payable\non the number of shares of Common Stock equal to the Purchase Amount divided by the Liquidity Price (the “Conversion Amount”).\nIf any of the Company’s securityholders are given a choice as to the form and amount of Proceeds to be received in a Liquidity Event,\nthe Investor will be given the same choice, provided that the Investor may not choose to receive a form of consideration that the\nInvestor would be ineligible to receive as a result of the Investor’s failure to satisfy any requirement or limitation generally\napplicable to the Company’s securityholders, or under any applicable laws.

115

Notwithstanding the foregoing, in connection with\na Change of Control intended to qualify as a tax-free reorganization, the Company may reduce the cash portion of Proceeds payable to the\nInvestor by the amount determined by its board of directors in good faith for such Change of Control to qualify as a tax-free reorganization\nfor U.S. federal income tax purposes, provided that such reduction (A) does not reduce the total Proceeds payable to such Investor and\n(B) is applied in the same manner and on a pro rata basis to all securityholders who have equal priority to the Investor.

NOTE 5 – ESCROW DEPOSITS

During the year ended September 30, 2025, the\nCompany entered in to two letters of intent (LOI) to purchase commercial properties each of which had an escrow deposit of $150,000. Subsequent\nto the year end, one of these letters of intent was advanced to a purchase of property and the funds offset against the purchase price\nand the other LOI was cancelled, and the funds were returned plus interest. (See Note 8). The $150,000 that was refunded after September\n30, 2025 is reflected as a current receivable and the other $150,000 escrow deposit is reflected in the other assets section of the balance\nsheet. Additionally, during the year ended September 30, 2025, the Company incurred deposits of loan fees of $20,000, legal fees of $76,267\nwhich were credited at the closing of the property by PC Indiana Carmel LLC (See Note 8) and these costs are also reflected in the other\nassets section of the balance sheet.

NOTE 6 – STOCKHOLDER’S EQUITY

Common Stock

The Company has 10,000,000 shares of common stock\nauthorized, $0.001 par value (“Common Shares”). As of September 30, 2025, the Company had 10,000,000 Common Shares outstanding.

The Company issued 10,000,000 Common Shares to\nthe founder of the Company for services on March 5, 2025 valued at $10,000.

NOTE 7 – INCOME TAXES

The Company follows ASC 740, Accounting for Income\nTaxes. Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities\nfor financial reporting purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry forwards. For\nfederal income tax purposes, the Company uses the accrual basis of accounting, the same that is used for financial reporting purposes.

In December 2017, the Tax Cuts and Jobs Act (the\n\"Act\") was enacted, which, among other changes, reduced the federal statutory corporate tax rate from 35% to 21%, effective\nJanuary 1, 2018. The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax\nbasis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected\nto be recovered. As of September 30, 2025, the Company has not reflected any amounts as a deferred tax asset due to the uncertainty of\nfuture profits to offset any net operating loss.

The Company's deferred tax assets consisted of\nthe following as of September 30, 2025:

\n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n

Schedule of deferred tax assets
	Sept 30, 2025
Net operating loss	$	38,770
Valuation allowance		(38,770	)
Net deferred tax asset		-

The income tax provision differs from the amount\nof income tax determined by applying the U.S. federal income tax rates to pretax income from continuing operations for the period from\nInception through September 30, 2025 due to the following:

\n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n

Schedule of income tax reconciliation
	2025
Current Federal Tax (21%)	$	(38,770	)
Change in valuation allowance		38,770
	$	-

Uncertain tax position

The Company follows the guidance related to accounting\nfor income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of\na tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit.\nFor tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit\nthat has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized\ntax benefits was recorded as of September 30, 2025.

116

NOTE 8 – SUBSEQUENT EVENTS

SAFE Notes

Subsequent to year end, the Company received $1,590,000 in additional\nmoneys related to its SAFE Notes.

Note Payable

Subsequent to year end, the Company received\n$130,000\nin additional funds from a note payable, accruing interest at 10 ten percent per annum and due March\n31, 2026.

Acquisition of Property by PC Indiana Carmel LLC

Subsequent to year end on October 28, 2025 the\nCompany closed the acquisition of real estate assets with an emergency room and urgent care center operated by Riverview Health of Hamilton\nCounty, Indiana (“Indiana Property”). The acquisition included a lease which the Company entered into with Riverview Health,\nthe operator of the center.

The acquisition of the Indiana Property represented a purchase price\nof $12.25 million plus $0.44 million in costs and fees which was allocated based on relative fair value of land and buildings under ASC\n805-50 and ASC 360 as follows:

\n \n \n \n \n \n \n

	Land			$	1,300,000
	Buildings			$	11,383,972

The total consideration for the Indiana Property of $12,683,972 was\nfinanced as follows:

$8.21 million, 5 year Loan from Academy Bank which bears interest at 6.25% and repayable in monthly payments\nof principal and interest based on a 25 year amortization period.

$2,097,000 funds from the SAFE Notes

$1,341,972 funds from related party loans

$790,000 loan from the property seller OPHIN LLC which is personally guaranteed by the Company’s\nChief Executive Officer (see below)

Accrued expenses of $245,000.

Costs and fees

Subsequent to year end, the Company incurred costs and fees associated\nwith the acquisition of the Indiana Property as follows:

$39,160 costs and fees associated with the Academy Bank financing. Such expenses shall be capitalized\nand amortized over the term of the financing:

$435,153 costs and fees associated with the acquisition of the Indiana Property. Such expenses shall be\ncapitalized as part of the cost of the property and amortized over the useful life of the property:

Related Party Transactions

Subsequent to year end, the Company entered in to the following related\nparty transactions:

On October 27, 2025 the Company and the CEO, Conrad Ivie entered in to a Promissory note agreement with\nOPHIN LLC in the amount of $790,000. This Promissory note represented the consideration loaned by OPHIN LLC, the seller of the Indiana\nProperty as partial consideration for the purchase if the Indiana Property by the Company.

As indicated in Note 3, as at September 30, 2025 the Company had an outstanding balance of $377,982 due\nunder a line of credit from Ivie Health Consultants, a company controlled by the CEO. Subsequent to year end, additional funds were advanced\nunder this line of credit from Ivie Health in the amount of $1,300,046 bringing the total as at the date of issue of these financial statements\nto $1,678,028, which is convertible as described in Note 3.

The Company entered in to an acquisition fee agreement with company management in the amount of $245,000,\nwhich is included as part of the basis of the property purchased. This fee accrues no interest, is due in thirty-six months and is convertible\nat the market price of the Company’s common stock.

117

PHYSICIANS CAPITAL MANAGEMENT CORPORATION

CONSOLIDATED BALANCE SHEET

(UNAUDITED)

\n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


	June 30, 2026			September 30, \n 2025*
Assets
Current assets
Cash	$	241,142			$	586,283
Escrow deposit receivable		-				150,000
Other current assets		13,700
Total current assets		254,842				736,283

Property, Plant and Equipment
Land and buildings, net		12,381,549				-

Other assets
Loan costs		33,938				-
Prepaid deposits		-				246,267

Total Assets	$	12,670,329			$	982,550

Liabilities and Stockholder’s Deficit
Current Liabilities
Accounts payable and accrued expenses	$	337,674			$	139,994
Accounts payable and accrued expenses – related party		76,212				6,608
Notes payable		213,000				33,000
Notes payable		390,000				-
Long term debt, current		151,014				-
Total Current Liabilities		1,167,900				179,602

Non-Current Liabilities
SAFE Note liability and related derivative		2,732,671				584,433
Derivative liability		595,706				87,952
Long term debt		7,976,122				-
Convertible note payable – related party – net of debt discount		1,464,212				305,180
Total Non-Current Liabilities		12,768,711				977,565
Total Liabilities	$	13,936,611			$	1,157,167

Stockholder’s deficit
Common Stock, 10,000,000 authorized at $0.001 par value; 10,000,000 shares issued and outstanding at June 30, 2026 and September 30, 2025		10,000				10,000
Accumulated deficit		(1,276,282	)			(184,617	)
Total stockholder’s deficit		(1,266,282	)			(174,617	)
Total liabilities and stockholder’s deficit	$	12,670,329			$	982,550

\n\n

Derived from audited information.

The accompanying notes are an integral part of\nthese financial statements.

118

PHYSICIANS CAPITAL MANAGEMENT CORPORATION

CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE PERIOD FROM JANUARY 31, 2025 (DATE OF\nINCEPTION) TO JUNE 30, 2025

AND THE THREE MONTHS ENDED JUNE 30, 2025

AND THE THREE AND NINE MONTHS ENDED JUNE 30,\n2026

(UNAUDITED)

\n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


	Three Months \n Ended			Three Months \n Ended			Nine Months \n Ended		For the Period \n from Jan 31, 2025 \n (date of inception) \n to
	June 30, 2026			June 30, 2025			June 30, 2026		June 30, 2025

Revenues
Revenues		197,850			$	-		$	525,435		$	-

Operating expenses
Depreciation and amortization		115,809				-			308,825			-
General and administrative expenses		42,680				43,102			328,264			60,422
Total Operating Expenses		158,489				43,102			637,089			60,422

Income (Loss) from operations		39,361				(43,102	)		(111,654	)		(60,422	)

Other expense
Interest income		-				-			980			-
Change in derivative liabilities		219,502				-			(540,992	)		-
Interest expense		(170,312	)			(3,119	)		(439,999	)		(3,211	)
Total Other Expense		49,190				(3,119	)		(980,011	)		(3,211	)
Income (Loss) before income taxes		88,551				(46,221	)		(1,091,665	)		(63,633	)
Provision for income taxes		-				-			-			-

Net Income (Loss)	$	88,551			$	(46,221	)	$	(1,091,665	)	$	(63,633	)

Basic and Diluted loss per share
Basic and diluted income per share		0.01			$	(0.00	)	$	(0.11	)	$	(0.01	)

Weighted average number of shares outstanding basic and diluted		10,000,000				10,000,000			10,000,000			7,800,000

The accompanying notes are an integral part of\nthese financial statements.

119

PHYSICIANS CAPITAL MANAGEMENT CORPORATION

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER’S\nDEFICIT

FOR THE PERIOD FROM JANUARY 31, 2025 (DATE OF\nINCEPTION) TO SEPTEMBER 30, 2025

AND FOR THE NINE MONTHS ENDED JUNE 30, 2026

(UNAUDITED)

Three Months Ended June 30, 2026

\n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


	Common Stock		Amount			Additional Paid In Capital		Accumulated Deficit	Total Stockholder’s (Deficit)

Balances at March 31, 2026		10,000,000		$	10,000		$	-	$	(1,364,833	)	$	(1,354,833	)

Net income		-			-			-		88,551			88,551
Balances at June 30, 2026		10,000,000		$	10,000		$	-	$	(1,276,282	)	$	(1,266,282	)

Three Months Ended June 30, 2025

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Common Stock		Amount			Additional Paid In Capital		Accumulated Deficit	Total Stockholder’s (Deficit)

Balances at March 31, 2025		10,000,000		$	10,000		$	-	$	(17,412	)	$	(7,412	)

Net loss		-			-			-		(46,221	)		(46,221	)
Balances at June 30, 2025		10,000,000		$	10,000		$	-	$	(63,633	)	$	(53,633	)

Nine Months Ended June 30, 2026

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Common Stock		Amount			Additional Paid In Capital		Accumulated Deficit	Total Stockholder’s (Deficit)

Balances at September 30, 2025		10,000,000		$	10,000		$	-	$	(184,617	)	$	(174,617	)

Net income		-			-			-		(1,091,665	)		(1,091,665	)
Balances at June 30, 2026		10,000,000		$	10,000		$	-	$	(1,276,282	)	$	(1,266,282	)

Period from January 31, 2025 (Date of Inception)\nto June 30, 2025

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Common Stock		Amount			Additional Paid In Capital		Accumulated Deficit	Total Stockholder’s (Deficit)

Balances at January 31, 2025, date of inception		-		$	-		$	-	$	-		$	-
Common stock issued for services		10,000,000			10,000			-		-			10,000
Net loss		-			-			-		(63,633	)		(63,633	)
Balances at June 30, 2025		10,000,000		$	10,000		$	-	$	(63,633	)	$	(53,633	)

The accompanying notes are an integral part\nof these financial statements.

120

PHYSICIANS CAPITAL MANAGEMENT CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM JANUARY 31, 2025 (DATE OF\nINCEPTION) TO JUNE 30, 2025

AND FOR THE NINE MONTHS ENDED JUNE 30, 2026

(UNAUDITED)

\n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


	For the Nine \n Months Ended June 30, 2026			For the Period from Jan 31, 2025 (date of inception) to June 30, 2025
Cash flows from operating activities
Net loss	$	(1,091,665	)		$	(63,633	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		303,604				-
Common stock issued for services		-				10,000
Change in derivatives		540,992				78,005
Debt discount amortization		13,986				(76,992	)
Change in operating assets and liabilities:
Short term receivable		(13,700	)			-
Short term escrow deposits		150,000				(125,000	)
Accounts payable and accrued expenses		197,680				-
Accrued interest payable – related party		69,604				2,198
Net cash used in operating activities		170,501				(175,422	)

Cash flows from investing activities
Purchase of Property		(4,489,091	)			-
Escrow deposits		226,267				-
Net cash used in investing activities		(4,262,824	)			-

Cash flows from financing activities
Proceeds from notes payable – related party		1,145,046				198,845
Proceeds from convertible SAFE Notes		2,115,000				-
Proceeds from short term note payable		570,000				-
Net cash provided by financing activities		3,747,182				198,845
Net increase (decrease) in cash		(345,141	)			23,423

Cash, beginning of period		586,283				-

Cash, end of period	$	241,142			$	23,423

SUPPLEMENTAL DISCLOSURE:
Interest paid	$	-			$	-
Income taxes paid	$	-			$	-

Non-cash investing and financing activities:
Property acquired through mortgage payable	$	8,210,000			$	-
Initial Recognition of derivative liability	$	-			$	78,005
Non-cash prepaid deposits	$	-			$	72,267

The accompanying notes are an integral part of\nthese financial statements.

121

PHYSICIANS CAPITAL MANAGEMENT CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

JUNE 30, 2026

NOTE 1 – NATURE OF BUSINESS AND SUMMARY\nOF ACCOUNTING POLICIES

Nature of Business

Physicians Capital Management Corporation\n(\"Company”), a Maryland corporation, was formed on January 31, 2025 as a real estate investment company. The terms \"we\"\nand \"our\" refers to the Company and its subsidiaries unless otherwise stated.

The Company has two wholly owned subsidiaries,\nPC Austin Property LLC and PC Indiana Carmel LLC, both of which were formed for the purpose of buying real estate assets.

Basis of Preparation

Use of Estimates

Cash and Cash Equivalents

Property and Equipment

Real Estate Assets

Subsequent to year end, the Company purchased real estate assets. The\nCompany adopted the following policy regarding real estate assets.

Real estate assets are stated at cost, less accumulated\ndepreciation. Amounts capitalized to real estate assets consist of the cost of acquisition or construction, and any tenant improvements\nor major improvements and betterments which extend the useful life of the related asset. All repairs and maintenance are expensed as incurred.\nAdditionally, the Company capitalizes interest when development of a real estate asset is in progress.

The estimated useful lives of the Company’s real estate assets\nby class are as follows:

\n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of estimated useful lives
Buildings		25 years
Building improvements		10-25 years
Land improvements		20-25 years
Tenant Improvements		Lease term

122

Notes Payable

Revenue Recognition

Revenues earned relating to lease termination agreements are recognized\nat the time the tenant loses the right to lease the space and when the Company has earned the right to receive such payments.

Loan Fees

The Company incurred financing fees and is amortizing\nthese over the life of the loan.

Note Payable

The Company received the following loans in the\namount of $603,000. The notes carries an interest rate of ten percent per annum.

The Company's short-term notes payable consisted\nof the following as of June 30, 2026 and September 30, 2025:

\n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of short-term notes payable
	June 30, \n 2026		September 30, \n 2025
Short-term loan	$	390,000		$	-
Short-term loans – related party		213,000			33,000
Total	$	603,000		$	33,000

Basic and Diluted Net (Loss) per Share

\n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of basic and diluted net (loss) per share
	Nine Months \n Ended			Three Months \n Ended			Period from Jan \n 31, 2025 (Date of \n Inception) to		Three Months \n Ended
	June 30,			June 30,			June 30,		June 30,
	2026			2026			2025		2025
Numerator:
Net Income (Loss) attributable to common shareholders of PCMC	$	(1,091,665	)		$	88,551		$	(63,633	)	$	(46,221	)

Denominator:
Weighted average common and common equivalent shares outstanding – basic and diluted		10,000,000				10,000,000			7,800,000			10,000,000

Income (Loss) per Share attributable to PCMC
Basic and Diluted	$	(0.11	)		$	0.01		$	(0.01	)	$	(0.00	)

When an entity has a net loss, it is prohibited\nfrom including potential common shares in the computation of diluted per share amounts. Accordingly, we have utilized basic shares outstanding\nto calculate both basic and diluted loss per share for the period ended June 30, 2026. The number of potential anti-dilutive shares excluded\nfrom the calculation shares for the period ended June 30, 2026 cannot be readily determined because it depends on amounts and terms of\nfuture financings.

123

Income Taxes

Uncertain tax position

Fair Value of Financial Instruments

Level 1 Inputs – Quoted prices for\nidentical instruments in active markets.

SAFE Notes

The fair value estimate includes significant inputs\nnot observable in market, which represents a Level 3 measurement within the fair value hierarchy. The valuation uses probabilities considering\npay-offs under various scenarios as follows: (i) an equity financing where the SAFE Notes will convert into safe preferred stock or common\nstock at varying dates; and (ii) dissolution event where the SAFE Notes holders will be entitled to the purchase amount subject to liquidation\npriority. Issuance cost incurred during the period January 31, 2025 (Inception) to September 30, 2025 and from October 1, 2025 to June\n30, 2026, were expensed as incurred and presented separately in the statement of operations (See Note 4).

Derivatives

124

The following tables summarizes the liabilities\nmeasured at fair value on a recurring basis as of June 30, 2026: 

\n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Fair value liabilities measured at fair value on recurring basis
	Level 1		Level 2			Level 3		Total
Liabilities
SAFE and related derivative	$	-		$	-		$	2,732,671	$	2,732,671
Bifurcated Derivative Liability		-			-			595,706		595,706
Total financial liabilities	$	-		$	-		$	3,328,377	$	3,328,377

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	SAFE Notes at fair value		Bifurcated Derivative Liability
Balance as at September 31, 2025	$	584,433		$	87,952
Issuance of SAFE Notes		2,115,000			661,296
Change in fair value		33,238			(153,532	)
Balance as at June 30, 2026	$	2,732,671		$	595,706

Related Party Transactions

The Company follows ASC 850, Related\nParty Disclosures, for the identification of related parties and disclosure of related party transactions. Related party note balances\nas of June 30, 2026 and September 30, 2025 were $1,523,028 and $377,982, respectively, and related party accrued liabilities (interest)\nas of June 30, 2026 and September 30, 2025 of $76,212 and $6,608, respectively (see Note 3. Notes Payable).

Research and Development

The Company incurred no expenses for research\nand development cost for the nine months ending June 30, 2026 and for the period from inception (January 31, 2025) to September 30, 2025.

Advertising Cost

The Company incurred no expenses for advertisement\nfor the nine months ending June 30, 2026 and for the period from inception (January 31, 2025) to September 30, 2025.

Depreciation and Amortization

The Company had depreciation and amortization\nexpense for the nine months ending June 30, 2026 and for the period from inception (January 31, 2025) to September 30, 2025 of $308,825\nand zero respectively 0.

NOTE 2 – RELATED PARTY TRANSACTIONS

The Company follows ASC 850, Related\nParty Disclosures, for the identification of related parties and disclosure of related party transactions. Related party note balances\nas of June 30, 2026 were $1,464,212, net of $58,816 discount, and related party accrued interest as of June 30, 2026 of $76,212 (see Note\n3. Notes Payable). Related party note balances as of September 30, 2025 were $305,180, net of $72,802 discount, and related party accrued\ninterest as of September 30, 2025 of $6,608 (see Note 3. Notes Payable). These obligations are due to Ivie Health Consultants, a company\ncontrolled by the CEO of the Company. See Note 3 below.

125

NOTE 3 – NOTES PAYABLE

Schedule of notes payable
	Original	Due	Interest
Name	Note Date	Date	Rate		June 30, 2026			Sept 30, 2025

Related Party:
Revolving Credit Line – Related Party	Inception to 9/30/2025	12/31/2028		6%		$	1,523,028		$	377,982
Debt Discount							(58,816	)		(72,802	)
							1,464,212			305,180
Note payable	7/10/2025 to 8/26/2025	6/30/2026		10%			163,000			33,000

Note payable	4/22/2026	On demand		10%			50,000			-

Totals							1,677,212		$	338,180

Revolving credit line – Related Party\n

During the fiscal year ended September 30, 2025,\nthe Company entered in to a revolving credit line of up to $2,000,000 from the sole shareholder and CEO of the Company whereby funds were\nadvanced or expenses paid on behalf of the Company. As of June 30, 2026, the balance of the credit line outstanding was $1,464,212, net\nof $58,816 discount, and at September 30, 2025, the balance of the credit line outstanding was $305,180, net of $72,802 discount. The\nbalance of accrued interest on the note was $76,212 as of June 30, 2026 and $6,608 as of September 30, 2025.

The Company may, at its sole discretion, at any\ntime prepay all or any part of the principal amount of the revolving credit line, without premium, but with all accrued interest to the\ndate of prepayment. Partial prepayments will be applied to accrued interest and then to principal. Prior to September 30, 2026, the credit\nnote was convertible at an additional 5% discount to the most favorable SAFE Note discount, at the option of the lender. Effective September\n30, 2026, the Company and the lender amended the revolving credit line to eliminate this conversion feature on a prospective basis; see\nNote 8 – Subsequent Events. The Lender may advance up to $2,000,000 at a stated interest rate of 6% per annum, with all principal\nand accrued interest due December 31, 2028. At issuance, the Company evaluated the convertible feature of the Revolving Credit Line and\ndetermined it was required to be bifurcated as an embedded derivative and did not qualify for equity classification. The discount resulting\nfrom the initial fair value of the embedded derivative has and will continue to be amortized to interest expense using the effective interest\nmethod. Non-cash interest expense during the period from Inception through September 30, 2025, was $5,203 and pertained to this discount.\nThe value of the bifurcated derivative liability as of June 30, 2026 and September 30, 2025, were $595,705 and $87,952, respectively.

As of June 30, 2026, the Company owed $1,523,028\nin principal and owed $76,212 in accrued interest. As of September 30, 2025, the Company owed $377,982 in principal and owed $6,608 in\naccrued interest.

Note Payable

During the fiscal year ended September 30, 2025,\nthe Company entered in to a note payable for $33,000 and increased it to $163,000 in the current fiscal year. As of June 30, 2026 and\nSeptember 30, 2025, the balance of the note payable outstanding was $163,000 and $33,000, respectively. The balance of accrued interest\non the note was $11,573 and $237 as of June 30, 2026 and September 30, 2025, respectively.

NOTE 4 – SAFE NOTE LIABILITY

Convertible SAFE Notes

The Company received $2,115,000 and $582,000 in\nconvertible SAFE Notes in the nine months ended June 30, 2026 and in the period ended September 30, 2025, respectively. (“SAFE Notes”).\nThe SAFE Notes are convertible into Safe Preferred Stock or Common Shares at a discount to the price at which the Company completes its\nnext equity financing or business combination (“Equity Financing”). The discount on the SAFE Notes is 30%. (“Discount\nRate”). For the period ended September 30, 2025 all of the SAFE Notes have a 30% discount. The SAFE Notes have no interest rate\nor maturity date, description of dividend and participation rights. The SAFE Notes were classified as a liability based on evaluating\ncharacteristics of the instrument and are presented at fair value as a non-current liability in the Company’s balance sheet. As\nof the date of initial measurement, the management assigned zero probability for a change in control event or a dissolution event. The\nfair value of the SAFE Notes was $2,732,671 and $584,433 as of June 30, 2026 and September 30, 2025, respectively.

126

Liquidity Event. If there is a Liquidity Event\nbefore the termination of this SAFE Notes, the Investor will automatically be entitled (subject to the liquidation priority set forth\nin Section 1(e) below) to receive a portion of Proceeds, due and payable to the Investor immediately prior to, or concurrent with, the\nconsummation of such Liquidity Event, equal to the greater of (i) the Purchase Amount (the “Cash-Out Amount”) or (ii) the\namount payable on the number of shares of Common Stock equal to the Purchase Amount divided by the Liquidity Price (the “Conversion\nAmount”). If any of the Company’s securityholders are given a choice as to the form and amount of Proceeds to be received\nin a Liquidity Event, the Investor will be given the same choice, provided that the Investor may not choose to receive a form of\nconsideration that the Investor would be ineligible to receive as a result of the Investor’s failure to satisfy any requirement\nor limitation generally applicable to the Company’s securityholders, or under any applicable laws.

NOTE 5 – ESCROW DEPOSITS

During the year ended September 30, 2025, the\nCompany entered into two letters of intent (LOI) to purchase commercial properties each of which had an escrow deposit of $150,000. Subsequent\nto the year end, one of these letters of intent was advanced to a purchase of property and the funds offset against the purchase price\nand the other LOI was cancelled, and the funds were returned plus interest. (See Note 8). The $150,000 that was refunded after September\n30, 2025 is reflected as a current receivable and the other $150,000 escrow deposit is reflected in the other assets section of the balance\nsheet. Additionally, during the year ended September 30, 2025, the Company incurred deposits of loan fees of $20,000, legal fees of $76,267\nwhich were credited at the closing of the property by PC Indiana Carmel LLC (See Note 8) and these costs are also reflected in the other\nassets section of the balance sheet.

At June 30, 2026, the Company had no deposit balances\nreceivable. As of September 30, 2026, the Company had escrow deposit balances of $150,000 in current assets and $246,267 in other assets.

NOTE 6 – STOCKHOLDER’S EQUITY

Common Stock

The Company has 10,000,000 shares of common stock\nauthorized, $0.001 par value (“Common Shares”). As of June 30, 2026 and September 30, 2025, the Company had 10,000,000 Common\nShares outstanding.

The Company issued 10,000,000 Common Shares to\nthe founder of the Company for services on March 5, 2025 valued at $10,000.

127

NOTE 7 – INCOME TAXES

The Company's deferred tax assets consisted of\nthe following as of June 30, 2026 and September 30, 2025:

\n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of deferred tax assets
	June 30, 2026			Sept 30, 2025
Net operating loss	$	268,019			$	38,770
Valuation allowance		(268,019	)			(38,770	)
Net deferred tax asset	$	-			$	-

\n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n

Schedule of income tax reconciliation
	2026
Current Federal Tax (21%)	$	(268,019	)
Change in valuation allowance		268,019
	$	-

Uncertain tax position

NOTE 8 – SUBSEQUENT EVENTS

Line of Credit Amendment. Effective September\n30, 2026, the Company and Ivie Health Consultants amended the revolving credit line to eliminate, on a prospective basis, the lender's\noption to convert outstanding principal and accrued interest into equity securities of the Company. Following the amendment, the Ivie\nLine of Credit is payable solely in cash in accordance with its remaining terms, and the Company will cease recognizing the bifurcated\nembedded conversion derivative and related discount amortization with respect to periods after the amendment date.

Other than the foregoing, the Company has analyzed\nevents subsequent to the date of these financial statements and has determined there are no other disclosable events.

128

PART II

INFORMATION NOT REQUIRED IN INFORMATION STATEMENT/PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Our Articles of Incorporation,\nBy-Laws and director indemnification agreements provide that each person who was or is made a party or is threatened to be made a party\nto or is otherwise involved (including, without limitation, as a witness) in any action, suit or proceeding, whether civil, criminal,\nadministrative or investigative, by reason of the fact that he or she is or was a director or an officer of the Company or, in the case\nof a director, is or was serving at our request as a director, officer, or trustee of another corporation, or of a partnership, joint\nventure, trust or other enterprise, including service with respect to an employee benefit plan, whether the basis of such proceeding is\nalleged action in an official capacity as a director, officer or trustee or in any other capacity while serving as a director, officer\nor trustee, shall be indemnified and held harmless by us to the fullest extent authorized by the Nevada Revised Statutes against all expense,\nliability and loss reasonably incurred or suffered by such person.

NRS Section 78.751 permits\na corporation to indemnify any director or officer of the corporation against expenses (including attorney’s fees), judgments, fines\nand amounts paid in settlement actually and reasonably incurred in connection with any action, suit or proceeding brought by reason of\nthe fact that such person is or was a director or officer of the corporation, if such person acted in good faith and in a manner that\nhe or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action\nor proceeding, if he or she had no reason to believe his or her conduct was unlawful. In a derivative action, ( i.e., one brought by or\non behalf of the corporation), indemnification may be provided only for expenses actually and reasonably incurred by any director or officer\nin connection with the defense or settlement of such an action or suit if such person acted in good faith and in a manner that he or she\nreasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be provided\nif such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action\nor suit was brought shall determine that the defendant is fairly and reasonably entitled to indemnity for such expenses despite such adjudication\nof liability.

NRS Section 78.7502(2) further\nprovides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending\nor completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person\nis or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director,\nofficer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including\namounts paid in settlement and attorneys’ fees actually and reasonably incurred in connection with the defense or settlement of\nthe action or suit if such person: (i) is not liable for a breach of fiduciary duties that involved intentional misconduct, fraud\nor a knowing violation of law; or (ii) acted in good faith and in a manner that he or she reasonably believed to be in or not opposed\nto the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has\nbeen adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for\namounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or\nother court of competent jurisdiction determines upon application that in view of all the circumstances of the case the person is fairly\nand reasonably entitled to indemnity for such expenses as the court deems proper.

The Nevada Bylaws provide\nthat PCMC will advance expenses incurred by any director or officer in connection with a proceeding as provided by Nevada law. NRS Section 78.751\nprovides that a corporation may advance expenses of officers and directors incurred in defending an action upon delivery of an undertaking\nby such person to repay all amounts so advanced if it is ultimately determined by final judicial decision that the indemnitee is not entitled\nto be indemnified for such expenses.

Indemnification may also be\ngranted pursuant to the terms of agreements which may be entered into in the future or pursuant to a vote of stockholders or directors.\nThe NRS also grant PCMC the power to purchase and maintain insurance which protects PCMC’s directors, officers, employees and agents\nagainst any liabilities incurred in connection with their service in such a position, and such a policy may be obtained by PCMC.

NRS Section 78.138(7) generally provides\nthat a director or officer is not liable to a corporation or its stockholders or creditors for any damages that result from an act or\nfailure to act unless (a) it is proven that such actions or failure was not in good faith, on an informed basis and with a view to\nthe interests of the corporation and (b) the act or failure to act involved intentional misconduct, fraud, or a knowing violation\nof law. PCMC does not currently maintain directors’ and officers’ liability insurance providing coverage (a) to PCMC’s\ndirectors and officers against loss arising from claims made by reason of breach of duty or other wrongful act, or (b) to PCMC with\nrespect to payments it may make to such directors and officers pursuant to the indemnification provisions described above or otherwise\nas a matter of law. As a result, until a D&O insurance policy is obtained, any indemnification of, or advancement of expenses to,\nPCMC’s directors and officers would be funded from PCMC’s own assets. See “Risk Factors — We do not currently\nmaintain directors’ and officers’ liability insurance, which could expose us to significant costs and impair our ability to\nattract and retain qualified directors and officers.”

129

The Company has entered into an Indemnification\nAgreement, with Quynh Hoa T. Tran, the Company's sole director and its President. Under the Indemnification Agreement, the Company has\nagreed to indemnify Ms. Tran, to the fullest extent permitted by the Nevada Revised Statutes, including NRS 78.7502 and NRS 78.751, against\nall expenses (including attorneys' fees), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred\nby her in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or\ninvestigative, to which she is or is threatened to be made a party by reason of her service as a director or officer of the Company, or\nof any other enterprise at the Company's request. The Indemnification Agreement also requires the Company to advance expenses incurred\nby Ms. Tran in defending any such proceeding before its final disposition, upon receipt of her undertaking to repay those amounts if it\nis ultimately determined by a court of competent jurisdiction that she is not entitled to be indemnified by the Company.

The rights provided by the Indemnification Agreement\nare in addition to, and not exclusive of, any other rights to which Ms. Tran may be entitled under the Company's Articles of Incorporation\nor By-Laws, any vote of stockholders or disinterested directors, or otherwise. They continue after she ceases to serve as a director or\nofficer of the Company with respect to her prior service.

Item 21. Exhibits and Financial Statements\nSchedules

(a) Exhibits.

Exhibit No.	Description

2.1 (3)	Share Exchange Agreement, dated as of June 30, 2026, by and among Public Company Management Corporation, Physicians Capital Management Corporation, Conrad Ivie, M.D., and the other shareholders of Physicians Capital Management Corporation party thereto.

2.2 (4)	Amendment No. 1 to Share Exchange Agreement, dated as of October 1, 2026, by and among Public Company Management Corporation, Physicians Capital Management Corporation and Conrad Ivie, M.D.

3.1 (1)	Articles of Incorporation of Public Company Management Corporation (formerly MyOffiz, Inc.), dated November 2, 2000.

\n 3.2 (1)	\n Certificate of Amendment to Articles of Incorporation of Public Company Management Corporation, dated November 16, 2004.

\n 3.3 (1)	\n Certificate of Amendment to Articles of Incorporation of Public Company Management Corporation, dated July 24, 2018.

\n 3.4 (1)	\n Certificate of Amendment to Articles of Incorporation of Public Company Management Corporation, dated February 28, 2026.

3.5 (1)	\n Certificate of Amendment to Articles of Incorporation of Public Company Management Corporation, dated 2026.

3.6 (1)	By-Laws of Public Company Management Corporation.

3.7	Certificate of Designation of Series A Voting Preferred Stock, Series B-1 Convertible Preferred Stock and Series B-2 Convertible Preferred Stock of Public Company Management Corporation, dated October 15, 2026.

4.1	Form of Common Stock Certificate of Public Company Management Corporation.

5.1	Opinion of Dieterich & Associates regarding the validity of the shares of Common Stock being registered.

10.1 (2)	Debt Restructure Agreement, dated September 30, 2016, by and between is made by and among Stephen Brock (\"Brock\") and K. Brock & S Brock General Partners trustee of Brock Family Trust, K. Brock & S Brock General Partners Brock Family Trust UADTD 06/24/1998, K. Brock & S Brock General Partners Trustee of Brock Family Trust, and the Brock Irrevocable Trust (together with Brock, the \"Related Parties\") and Public Company Management Corporation.

10.2 (2)	Promissory Note, dated September 30, 2016 by and between Stephen Brock and Public Company Management Corporation.

10.3 (2)	\n Assignment of Promissory Note to Specialty Capital Lenders LLC, dated August 3, 2020, by Stephen Brock, as assignor.

10.4	Lease Agreement, dated November 30, 2018, by and among EQ Hazel Development, LLC, Thomas W. Moore, Trustee of the Joan M. Moore Trust dated December 2, 2016, and Four Moore Investments, LLC, as tenants in common, and Intuitive Health of Hamilton County, LLC.

10.5	First Amendment to Lease Agreement, dated April 2, 2019, by and among EQ Hazel Development, LLC, Thomas W. Moore, Trustee of the Joan M. Moore Trust dated December 2, 2016, and Four Moore Investments, LLC, as tenants in common, and Intuitive Health of Hamilton County, LLC.

130

\n\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n

Exhibit No.	Description

10.6	Commencement Date Certificate and Lease Amendment, dated May 11, 2020, by and among EQ Hazel Development, LLC, Thomas W. Moore, Trustee of the Joan M. Moore Trust dated December 2, 2016, and Four Moore Investments, LLC, as tenants in common, and Intuitive Health of Hamilton County, LLC.

10.7	Second Amendment to Lease Agreement, dated September 23, 2020, by and between EQ Hazel Development, LLC and Intuitive Health of Hamilton County, LLC.

10.8	Third Amendment to Lease Agreement, dated October 13, 2025, by and among Ophin LLC, Clifford Orloff, as Trustee of the Clifford Scott Orloff and Olga Shalygin Orloff Revocable Trust, and Intuitive Health of Hamilton County, LLC.

10.9	Sublease Agreement, dated November 30, 2018, between Intuitive Health of Hamilton County, LLC, as sublessor, and Riverview Health, as subtenant.

10.10	Purchase and Sale Agreement, by and between Physicians Capital Management Corporation, as buyer, and Ophin LLC and Clifford Orloff, as Trustee of the Clifford Scott Orloff and Olga Shalygin Orloff Revocable Trust, as seller, relating to the property located at 14585 Hazel Dell Parkway, Carmel, Indiana.

10.11	Promissory Note (Senior Secured Mortgage Loan), dated October 28, 2025, in the principal amount of $8,210,000, made by PC Indiana Carmel LLC in favor of Academy Bank, N.A.

10.12	Mortgage, Security Agreement and Fixture Filing, dated October 28, 2025, by PC Indiana Carmel LLC in favor of Academy Bank, N.A., encumbering the property located at 14585 Hazel Dell Parkway, Carmel, Indiana.

10.13	Assignment of Leases and Rents, dated October 28, 2025, by PC Indiana Carmel LLC in favor of Academy Bank, N.A.

10.14	Environmental Indemnity Agreement, dated October 28, 2025, by PC Indiana Carmel LLC in favor of Academy Bank, N.A.

10.15	Limited Guaranty, dated October 28, 2025, by Conrad B. Ivie and Physicians Capital Management Corporation in favor of Academy Bank, N.A.

10.16	Subordination, Non-Disturbance and Attornment Agreement, dated October 28, 2025, by and among PC Indiana Carmel LLC, Intuitive Health of Hamilton County, LLC and Academy Bank, N.A., relating to the lease of the property located at 14585 Hazel Dell Parkway, Carmel, Indiana.

10.17	Form of Simple Agreement for Future Equity (SAFE) of Physicians Capital Management Corporation.

10.18	Form of Advance Agreement of Public Company Management Corporation.

10.19	Line of Credit Agreement, effective December 1, 2025, between Physicians Capital Management Corporation and Ivie Health Consultants.

10.20	Amended and Restated Line of Credit Agreement, dated September 30, 2026, between Physicians Capital Management Corporation and Ivie Health Consultants.

10.21	Form of Non-Convertible Credit Note by and between Physicians Capital Management Corporation to Ivie Health Consultants under the Line of Credit Agreement, as amended.

10.22	Promissory Note, dated April 14, 2026, by and between Physicians Capital Management Corporation, as Borrower and Smith First Family LP, as Lender.

10.23	Specialty Note Cancellation and Release Agreement, dated October 20, 2026, between Public Company Management Corporation, Physicians Capital Management Corporation and Specialty Capital Lenders LLC.

10.24	Note Transfer and Debt Settlement Agreement, dated March 31, 2026, by and between Public Company Management Corporation, Physicians Capital Management Corporation and Specialty Capital Lenders LLC.

23.1	Consent of L J Soldinger Associates, LLC, Independent Registered Public Accounting Firm (Public Company Management Corporation).

23.2	Consent of L J Soldinger Associates, LLC, Independent Registered Public Accounting Firm (Physicians Capital Management Corporation).

23.3	Consent of Dieterich & Associates (included in Exhibit 5.1).

99.1	Consent of Conrad Ivie to be named as a director nominee of Public Company\nManagement Corporation.

99.2	Consent of Charles Smith to be named as a director nominee of Public\nCompany Management Corporation.

131

\n\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Exhibit No.	Description

101.INS	Inline XBRL Instance Document.

101.SCH	Inline XBRL Taxonomy Extension Schema Document.

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.

107	Filing Fee Table.

__________________

(1)

Incorporated\nby reference to the Registrant’s Registration Statement on Form 10 (File No. 000-50098), filed on June 1, 2022.

(2)

Incorporated\nby reference to Amendment No. 2 to the Registrant’s Registration Statement on Form 10 (File No. 000-50098), filed on September\n6, 2022.

(3)

Incorporated\nby reference to the Registrant’s Current Report on Form 8-K (File No. 000-50098), filed on July 6, 2026.

(4)

Incorporated by\nreference to the Registrant’s Current Report on Form 8-K (File No. 000-50098), filed on October 5, 2026

Item 22. Undertakings.

The undersigned Registrant hereby undertakes:

(a) Indemnification.

Insofar as indemnification for liabilities arising\nunder the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing\nprovisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification\nis against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against\nsuch liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of\nthe registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person\nin connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled\nby controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public\npolicy as expressed in the Act and will be governed by the final adjudication of such issue.

(b) Requests for Incorporated Information.

The undersigned registrant hereby undertakes to\nrespond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this\nForm, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally\nprompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through\nthe date of responding to the request.

(c) Information Concerning the Transaction\nand the Company Being Acquired.

The undersigned registrant hereby undertakes to\nsupply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein,\nthat was not the subject of and included in the registration statement when it became effective.

(d) Public Reofferings.

The undersigned registrant hereby undertakes as\nfollows: That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this\nregistration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes\nthat such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings\nby persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.

(e) Post-Effective Amendments.

The registrant undertakes that every prospectus\n(i) that is filed pursuant to paragraph (d) above, or (ii) that purports to meet the requirements of section 10(a)(3) of the Act and is\nused in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement\nand will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of\n1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein,\nand the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

132

SIGNATURES

Pursuant to the requirements\nof the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned,\nthereunto duly authorized, in Redwood City, on October 23, 2026.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	PUBLIC COMPANY MANAGEMENT CORPORATION

	By:	/s/ Quynh Hoa T. Tran
		Quynh Hoa T. Tran
		President

Pursuant to the requirements\nof the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities\nand on the dates indicated.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name	Title	Date

/s/ Quynh Hoa T. Tran	President, Director	October 23 , 2026
Quynh Hoa T. Tran	(Principal Executive, Financial and Accounting Officer)

133

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