Utah
|
87-0285238
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer I.D. No.)
|
1201 Dove Street, Suite 300
Newport Beach, California
|
92660
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant’s telephone number, including area code:
(949) 721-8272
|
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
|
|||||
Yes
|
o
|
No
|
x
|
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
|
|||||
Yes
|
o
|
No
|
x
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
|
|||||
Yes
|
x
|
No
|
o
|
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files).
|
|||||
Yes
|
x
|
No
|
o
|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§232.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
|
||
x
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
|
|||||
Yes
|
o
|
No
|
x
|
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity as of June 30, 2015 was approximately $9,528,100.
|
As of March 16, 2016 the issuer had 800,000 shares of its $.001 par value common stock outstanding.
|
Documents incorporated by reference: None
|
Page
|
||
PART I
|
||
Item 1.
|
5
|
|
Item 1A.
|
9
|
|
Item 1B.
|
13
|
|
Item 2.
|
13
|
|
Item 3.
|
13
|
|
Item 4.
|
13
|
|
PART II
|
||
Item 5.
|
14
|
|
Item 6.
|
15
|
|
Item 7.
|
15
|
|
Item 7A.
|
22
|
|
Item 8.
|
23
|
|
Item 9.
|
36
|
|
Item 9A.
|
36
|
|
Item 9B.
|
36
|
|
PART III
|
||
Item 10.
|
37
|
|
Item 11.
|
40
|
|
Item 12.
|
44
|
|
Item 13.
|
45
|
|
Item 14.
|
46
|
|
PART IV
|
||
Item 15.
|
47
|
|
49
|
|
·
|
Health Care Organizations (“HCOs”)
|
|
·
|
Medical Provider Networks (“MPNs”)
|
|
·
|
HCO + MPN
|
|
·
|
Workers’ Compensation Carve-Outs
|
|
·
|
Utilization Review (“UR”)
|
|
·
|
Medical Bill Review (“MBR”)
|
|
·
|
Nurse Case Management (“NCM”)
|
|
·
|
Network Access and Claims Repricing
|
|
·
|
Lien Representation Services
|
|
.
|
Medicare Set Aside (“MSA”)
|
High
|
Low
|
|||||||
Fiscal year ended December 31, 2015
|
||||||||
Fourth Quarter
|
$
|
22.90
|
$
|
7.40
|
||||
Third Quarter
|
$
|
31.00
|
$
|
16.25
|
||||
Second Quarter
|
$
|
34.01
|
$
|
29.05
|
||||
First Quarter
|
$
|
42.50
|
$
|
30.00
|
||||
Fiscal year ended December 31, 2014
|
||||||||
Fourth Quarter
|
$
|
50.00
|
$
|
33.10
|
||||
Third Quarter
|
$
|
68.00
|
$
|
43.51
|
||||
Second Quarter
|
$
|
67.00
|
$
|
39.39
|
||||
First Quarter
|
$
|
36.00
|
$
|
22.80
|
December 31, 2015
|
|
December 31, 2014
|
||||||
Net cash provided by operating activities
|
$
|
2,166,323
|
$
|
1.870,984
|
||||
Net cash (used in) investing activities
|
(158,326
|
) |
(100,606
|
)
|
||||
Net cash (used in) financing activities
|
(1,119,098
|
)
|
(89,888
|
)
|
||||
Net increase in cash
|
$
|
888,899
|
$
|
1,680,490
|
Payments Due By Period
|
||||||||||||||||||||
Total
|
Less than 1 year
|
1-3 years
|
3-5 years
|
More than 5 years
|
||||||||||||||||
Operating Leases:
|
||||||||||||||||||||
Operating Leases – Equipment
(1)
|
$
|
19,439
|
$
|
17,519
|
$
|
1.920
|
$
|
-
|
$
|
-
|
||||||||||
Office Leases
(2)
|
1,604,197
|
237,713
|
486,203
|
520,938
|
359,343
|
|||||||||||||||
Total Operating Leases
|
$
|
1,623,636
|
$
|
255,232
|
$
|
488,123
|
$
|
520,938
|
$
|
359,343
|
(1)
|
In October 2013, we entered into a 36 month operating lease for an office copy machine with monthly payments at $160.93. In December 2013, we leased two document scanners with monthly operating lease payments of $206.93 each for 36 months. In February 2014 we entered into a 36 month operating lease for an office copy machine with monthly payments at $960.
|
(2)
|
On July 23, 2015 we entered into a 79 month lease to lease approximately 9,439 square feet of office space that commenced on September 28, 2015. This office space serves as our principal executive offices, as well as, the principal offices of our operating subsidiaries, Medex, IRC, MLS, MMM and MMC.
|
12/31/15 | 12/31/14 | |||||||
Customer A
|
8
|
% |
25
|
% | ||||
Customer B
|
11
|
% |
8
|
% | ||||
Customer C
|
8
|
% |
22
|
% | ||||
Customer D
|
0
|
% |
11
|
% | ||||
Customer E
|
18
|
% |
4
|
% | ||||
Customer F
|
13
|
% |
4
|
% |
Years Ended
|
||||||||
December 31,
|
December 31,
|
|||||||
2015
|
2014
|
|||||||
Revenues
|
||||||||
HCO fees
|
$
|
1,268,635
|
$
|
1,050,028
|
||||
MPN fees
|
947,903
|
1,095,988
|
||||||
UR fees
|
3,458,398
|
4,160,388
|
||||||
MBR fees
|
988,731
|
1,821,593
|
||||||
NCM fees
|
939,675
|
987,945
|
||||||
Other
|
621,132
|
347,053
|
||||||
Total revenues
|
8,224,474
|
9,462,995
|
||||||
Expenses
|
||||||||
Depreciation
|
69,254
|
49,171
|
||||||
Bad debt provision
|
14,417
|
58,856
|
||||||
Consulting fees
|
370,956
|
324,250
|
||||||
Salaries and wages
|
2,324,977
|
2,526,848
|
||||||
Professional fees
|
395,627
|
442,064
|
||||||
Insurance
|
339,619
|
308,308
|
||||||
Outsource service fees
|
1,094,944
|
1,791,296
|
||||||
Data maintenance
|
154,524
|
87,184
|
||||||
General and administrative
|
637,945
|
577,413
|
||||||
Total expenses
|
5,402,263
|
6,165,390
|
||||||
Income from operations
|
2,822,211
|
3,297,605
|
||||||
Other expense
|
||||||||
Interest expense
|
202
|
1,149
|
||||||
Total other expense
|
202
|
1,149
|
||||||
Income before income tax provision
|
2,822,009
|
3,296,456
|
||||||
Income tax provision
|
1,144,785
|
1,334,538
|
||||||
Net income
|
$
|
1,677,224
|
$
|
1,961,918
|
||||
Basic and fully diluted earnings per share:
|
||||||||
Earnings per share amount
|
$
|
2.10
|
$
|
2.45
|
||||
Weighted average common shares outstanding
|
800,000
|
800,396
|
Deferred |
Total
|
|||||||||||||||||||||||||||||||
Common Stock
|
Paid in
|
Treasury
|
Stock
|
Retained
|
Stockholders'
|
|||||||||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Shares
|
Stock
|
Compensation
|
Earnings
|
Equity
|
|||||||||||||||||||||||||
Balance January 1, 2014
|
802,424 | $ | 802 | $ | 623,629 | - | $ | 0 | $ | 0 | $ | 2,115,400 | $ | 2,739,831 | ||||||||||||||||||
Net income for the year
ended December 31,
2014
|
- | - | - | - | - | 1,961,918 | 1,961,918 | |||||||||||||||||||||||||
Purchase of treasury
stock
|
(2,028 | ) | (2 | ) | 2 | 2,028 | (76,715 | ) | (76,715 | ) | ||||||||||||||||||||||
Balance December 31,
2014
|
800,396 | $ | 800 | $ | 623,631 | 2,028 | $ | (76,715 | ) | $ | 0 | $ | 4,077,318 | $ | 4,625,034 | |||||||||||||||||
Net income for the year
ended December 31,
2015
|
1,677,224 | 1,677,224 | ||||||||||||||||||||||||||||||
Issuance of dividend
|
(992,590 | ) | (992,590 | ) | ||||||||||||||||||||||||||||
Previous year's
adjustment to common
stock
|
(83 | ) | - | - | - | |||||||||||||||||||||||||||
Unvested employee stock
grants
|
5,928 | 6 | 49,493 | $ | (49,499 | ) | - | |||||||||||||||||||||||||
Purchase of treasury
stock
|
(6,241 | ) | (6 | ) | 6 | 6,241 | (177,342 | ) | (177,342 | ) | ||||||||||||||||||||||
Balance December 31,
2015
|
800,000 | $ | 800 | $ | 673,130 | 8,269 | $ | (254,057 | ) | $ | (49,499 | ) | $ | 4,761,952 | $ | 5,132,326 |
2015
|
2014
|
|||||||
Cash Flows from Operating Activities
|
||||||||
Net income
|
$
|
1,677,224
|
$
|
1,961,918
|
||||
Adjustments to reconcile net income to net cash:
|
||||||||
Depreciation
|
69,254
|
49,171
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Increase in bad debt provision
|
14,490
|
24,650
|
||||||
Decrease (increase) in accounts receivable
|
813,334
|
(374,018
|
)
|
|||||
Decrease (increase) in deferred tax asset
|
41,763
|
(35,546
|
) | |||||
(Increase) decrease in prepaid income tax
|
(242,716
|
)
|
3,865
|
|||||
(Increase) in other assets
|
(18,630
|
)
|
-
|
|||||
Decrease (increase) in prepaid expenses
|
11,078
|
(8,665
|
)
|
|||||
(Decrease) increase in accounts payable
|
(176,649
|
)
|
131,718
|
|||||
(Decrease) increase in accrued expenses
|
(49,366
|
)
|
118,527
|
|||||
(Decrease) increase in income tax payable
|
(9,348
|
)
|
6,730
|
|||||
(Decrease) in deferred rent expense
|
(7,441
|
)
|
(7,366
|
)
|
||||
Increase in unearned revenue
|
43,329
|
-
|
||||||
Net cash provided by operating activities
|
2,166,322
|
1,870,984
|
||||||
Cash Flows from Investing Activities
|
||||||||
Purchase of furniture and equipment
|
(158,325
|
)
|
(100,606
|
)
|
||||
Net cash used by investing activities
|
(158,325
|
)
|
(100,606
|
)
|
||||
Cash Flows from Financing Activities
|
||||||||
Purchase of treasury stock
|
(177,342
|
)
|
(76,715
|
)
|
||||
Issuance of cash dividends
|
(933,605
|
)
|
-
|
|||||
Payment of obligations under capital lease
|
(8,151
|
)
|
(13,173
|
)
|
||||
Net cash used in financing activities
|
(1,119,098
|
)
|
(89,888
|
)
|
||||
Increase in cash
|
888,899
|
1,680,490
|
||||||
Cash at beginning of period
|
2,946,025
|
1,265,535
|
||||||
Cash at end of period
|
$
|
3,834,924
|
$
|
2,946,025
|
||||
Supplemental Cash Flow Information
|
||||||||
Cash paid for:
|
||||||||
Interest
|
$
|
205
|
$
|
1,154
|
||||
Income taxes paid
|
$
|
1,355,086
|
$
|
1,364,134
|
||||
Non-cash financing and investing activities:
|
||||||||
Dividend payable
|
$
|
58,985
|
$
|
-
|
For the Years Ended December 31,
|
||||||||
2015
|
2014
|
|||||||
Basic Earnings per share:
|
||||||||
Income (numerator)
|
$
|
1,677,224
|
$
|
1,961,918
|
||||
Shares (denominator)
|
800,000
|
800,396
|
||||||
Per share amount
|
$
|
2.10
|
$
|
2.45
|
||||
Fully Diluted Earnings per share:
|
||||||||
Income (numerator)
|
$
|
1,677,224
|
$
|
1,961,918
|
||||
Shares (denominator)
|
800,000
|
800,396
|
||||||
Per share amount
|
$
|
2.10
|
$
|
2.45
|
•
|
Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
|
•
|
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
|
|
•
|
Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.
|
12/31/15 | 12/31/14 | |||||||
Customer A
|
8
|
% |
25
|
% | ||||
Customer B
|
11
|
% |
8
|
% | ||||
Customer C
|
8
|
% |
22
|
% | ||||
Customer D
|
0
|
% |
11
|
% | ||||
Customer E
|
18
|
% |
4
|
% | ||||
Customer F
|
13
|
% |
4
|
% |
Cost
|
Accumulated Depreciation
and Amortization
|
|||||||||||||||
Assets
|
December 31, 2015
|
December 31, 2014
|
December 31, 2015
(1)
|
December 31, 2014
|
||||||||||||
Computer equipment
|
$
|
308,266
|
$
|
222,240
|
$
|
172,073
|
$
|
102,635
|
||||||||
Furniture and fixtures
|
206,784
|
92,191
|
76,632
|
65,209
|
||||||||||||
Office equipment
|
14,800
|
27,160
|
12,889
|
16,311
|
||||||||||||
Office equipment under capital lease
|
-
|
63,923
|
-
|
42,174
|
||||||||||||
Totals
|
$
|
529,850
|
$
|
405,514
|
$
|
261,594
|
$
|
226,329
|
(1)
|
Depreciation expense for the years ended December 31, 2015 and 2014, totaled $69,254 and $49,171, respectively.
|
2015
|
2014
|
|||||||
Current
|
||||||||
Federal
|
$
|
846,096
|
$
|
1,070,120
|
||||
State
|
256,927
|
299,964
|
||||||
Deferred
|
||||||||
Federal
|
35,439
|
(35,505
|
)
|
|||||
State
|
6,323
|
(41
|
)
|
|||||
Total tax provision
|
$
|
1,144,785
|
$
|
1,334,538
|
2015
|
2014
|
|||||||
Depreciation
|
||||||||
Federal
|
$
|
(81,902
|
)
|
$
|
(43,845
|
)
|
||
State
|
(23,434
|
)
|
(12,545
|
)
|
||||
Reserve for bad debts
|
||||||||
Federal
|
16,133
|
12,248
|
||||||
State
|
4,642
|
3,531
|
||||||
State tax deductions
|
79,647
|
92,989
|
||||||
Compensated absences accrual
|
||||||||
Federal
|
31,265
|
19,191
|
||||||
State
|
8,945
|
5,490
|
||||||
Deferred tax asset
|
$
|
35,296
|
$
|
77,059
|
2015
|
2014
|
|||||||
Expense at federal statutory rate of 34%
|
$
|
959,483
|
$
|
1,120,795
|
||||
State tax effects
|
173,745
|
197,949
|
||||||
Non-deductible expenses
|
16,889
|
13,175
|
||||||
Effects of rate change
|
0
|
0
|
||||||
Other items
|
(5,332
|
) |
2,619
|
|||||
Income tax provision
|
$
|
1,144,785
|
$
|
1,334,538
|
Rent Period
|
Annual Rent Payment
|
|||
Jan. 1 to Dec. 31, 2016
|
237,713
|
|||
Jan. 1 to Dec. 31, 2017
|
228,330
|
|||
Jan. 1 to Dec. 31, 2018
|
257,874
|
|||
Jan. 1 to Dec. 31, 2019
|
244,942
|
|||
Jan. 1 to Dec. 31, 2020
|
275,996
|
|||
Jan. 1 to Dec. 31, 2021
|
261,932
|
|||
Jan. 1 to Mar. 31, 2022
|
97,410
|
|||
Total
|
$
|
1,604,197
|
Payments Due By Period
|
||||||||||||||||||||
Total
|
Less than 1 year
|
1-3 years
|
3-5 years
|
More than 5 years
|
||||||||||||||||
Operating Leases:
|
||||||||||||||||||||
Operating Leases – Equipment
|
$
|
19,439
|
$
|
17,519
|
$
|
1,920
|
$
|
-
|
$
|
-
|
||||||||||
Office Leases
|
1,604,197
|
237,713
|
486,203
|
520,938
|
359,343
|
|||||||||||||||
Total Operating Leases
|
$
|
1,623,636
|
$
|
255,232
|
$
|
488,123
|
$
|
520,938
|
$
|
359,343
|
2015
|
2014
|
|||||||
Customer overpayment of accounts receivables
|
$
|
-
|
$
|
73
|
||||
Compensated absences
|
100,856
|
145,576
|
||||||
Legal fees
|
27,984
|
14,805
|
||||||
Accounting fees
|
19,550
|
27,627
|
||||||
Loss on settlement
|
|
42,300
|
-
|
|||||
Sales commissions
|
18,836
|
33,866
|
||||||
Bonus
|
3,492
|
40,000
|
||||||
Other
|
(874
|
)
|
(437
|
) | ||||
Total
|
$
|
212,144
|
$
|
261,510
|
Name
|
Age
|
Positions with the Company
|
Director Since
|
Executive Officer Since
|
||||
Tom Kubota
|
76
|
Chief Executive Officer, President and Chairman of the Board of Directors
|
Sept. 2000
|
Sept. 2000
|
||||
Fred Odaka
|
79
|
Chief Financial Officer and Secretary
|
Aug. 2008
|
|||||
David Wang
|
53
|
Director
|
Nov. 2007
|
|||||
Thomas Iwanski
|
58
|
Director
|
Nov. 2004
|
Name and
Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock Awards
(1)
($)
|
All Other
Compensation
($)
|
Total
($)
|
|||||||||||||
Tom Kubota
|
2015
|
193,536
|
938
|
6,263
|
59,774
(2)
|
260,511
|
|||||||||||||
Chief Executive Officer,
|
2014
|
172,800
|
40,000
|
0
|
12,152
(3)
|
224,952
|
|||||||||||||
President and Director
|
|||||||||||||||||||
Fred Odaka
|
2015
|
116,126
|
938
|
6,263
|
|
23,962
(4)
|
147,289
|
||||||||||||
Chief Financial Officer
|
2014
|
103,680
|
0
|
0
|
8,770
(5)
|
112,450
|
Name
|
Number of shares or units of stock that have not vested
(#)
|
Market value of shares or units of stock that have not vested
($)
|
Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested
(#)
|
Equity incentive plan awards; Market or payout value of unearned shares, units or other rights that have not vested
($)
|
||||||||||||
Tom Kubota
|
750 | (1) | $ | 6,263 | - | - | ||||||||||
Fred Odaka
|
750 | (1) | $ | 6,263 | - | - |
|
(1)
|
These restricted stock grants were awarded on December 31, 2015 and these shares will vest one year from the date they were granted.
|
Name
|
Fees Earned or Paid in Cash ($)
|
All Other
Compensation($)
|
Total ($) | |||||||||
Thomas Iwanski
|
3,600
(1)
|
1,000
(2)
|
4,600
|
|||||||||
David Wang
|
3,600
(1)
|
1,000
(2)
|
4,600
|
|||||||||
Tom Kubota
|
3,600
(1)
|
256,911
(3)
|
260,511
|
|
(1)
|
Includes three directors’ meetings attended in person at $1,200 per meeting during 2015.
|
|
(2)
|
Fees paid for consulting services rendered in connection with the evaluation of business development projects during 2015.
|
|
(3)
|
Mr. Kubota is employed as the Company’s chief executive officer and President. For details regarding All Other Compensation paid to Mr. Kubota, please see “
Summary Compensation Table
” above.
|
Type of Security
|
Name and Address
|
Amount and Nature of Beneficial Ownership
|
% of Class
|
|||||||
Common
|
Tom Kubota
(1)
|
481,000 | (3) | 60.1 | % | |||||
1201 Dove Street, Suite 300
|
||||||||||
Newport Beach, CA 92660
|
||||||||||
Common
|
Fred Odaka
(1)
|
750 | (3) | * | ||||||
1201 Dove Street, Suite 300
|
||||||||||
Newport Beach, CA 92660
|
||||||||||
Common
|
Thomas Iwanski
(1)
|
0 | * | |||||||
1551 Bullard Lane
|
||||||||||
Santa Ana, CA 92705
|
||||||||||
Common
|
David Wang
(1)
|
0 | * | |||||||
138 Ocean Way
|
||||||||||
Santa Monica, CA 90402
|
||||||||||
Common
|
Donald P. Balzano
(2)
|
54,915 | (3) | 6.9 | % | |||||
5422 Michelle Drive
|
||||||||||
Torrance, CA 90503
|
||||||||||
Common
|
Bruce and Sarah Everakes
|
40,101 | 5.0 | % | ||||||
3442 Riverfalls
|
||||||||||
Northbrook, IL 60062
|
||||||||||
All executive officers and directors as a group (4 persons)
|
481,750 | 60.2 | % | |||||||
TOTAL
|
576,766 | 72.1 | % |
(1)
|
Mr. Kubota, Mr. Iwanski and Mr. Wang are directors of the Company. Mr. Kubota and Mr. Odaka are executive officers of the Company.
|
(2)
|
Mr. Balzano is a Company consultant and serves as the president of our wholly-owned subsidiaries Industrial Resolutions Coalition, Inc. and Medex Legal Support, Inc.
|
(3)
|
Includes a restricted stock grant in the amount of 750 shares that vests on December 31, 2016 (one year from the date of grant.) Vesting is contingent upon the grantee’s continued employment or continuing to provide consulting services to the Company through the vesting date.
|
Plan category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
Weighted
average exercise price of outstanding options, warrants and rights
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
|||||||||
(a)
|
(b)
|
(c)
|
||||||||||
Equity compensation plans approved by security holders
|
0
|
$
|
0.00
|
89,822
|
||||||||
Equity compensation plans not approved by security holders
|
0
|
$
|
0.00
|
-0-
|
||||||||
Total
|
0
|
$
|
0.00
|
89,822
|
2015
|
2014
|
|||||||
Audit
|
$
|
54,530
|
$
|
52,220
|
||||
Audit related
|
-0-
|
-0-
|
||||||
Tax
|
-0-
|
-0-
|
||||||
All other
|
-0-
|
-0-
|
||||||
Total
|
$
|
54,530
|
$
|
52,220
|
Exhibit No.
|
Exhibit Description
|
|
3.1
|
Articles of Incorporation and Amendments thereto(1)
|
|
3.2
|
Bylaws(1)
|
|
3.3
|
Bylaws(2)
|
|
3.4
|
Articles of Amendment to Articles of Incorporation to effect 1 share for 50 shares reverse split(3)
|
|
3.5
|
Articles of Amendment to Articles of Incorporation to effect 2.5 shares for 1 share forward split(3)
|
|
4.1
|
Pacific Health Care Organization, Inc., 2002 Stock Option Plan(1)+
|
|
4.2
|
Pacific Health Care Organization, Inc., 2005 Stock Option Plan(4)+
|
|
10.1
|
Employment Agreement, dated February 1, 2013, between Pacific Health Care Organization, Inc. and Fred Odaka(5)+
|
|
10.2
|
||
14.1
|
Code of Ethics(6)
|
|
21.1
|
||
23.1
|
||
31.1
|
||
31.2
|
||
32.1
|
||
101
|
The following materials from Pacific Health Care Organization, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to the Consolidated Financial Statements. *
|
|
(1)
|
Incorporated by reference to Registrant’s Registration Statement on Form 10-SB as filed with the Commission on September 19, 2002.
|
|
(2)
|
Incorporated by reference to Registrant’s Registration Statement on Form 10-SB/A-2 as filed with the Commission on July 13, 2004.
|
|
(3)
|
Incorporated by reference to Registrant’s Definitive Proxy Statement on Schedule 14A as filed with the Commission on March 13, 2008.
|
|
(4)
|
Incorporated by reference to Registrant’s Definitive Proxy Statement on Schedule 14A as filed with the Commission on October 21, 2005.
|
|
(5)
|
Incorporated by reference to Registrant’s Annual Report on Form 10-K as filed with the Commission on April 1, 2013.
|
|
(6)
|
Incorporated by reference to Registrant’s Annual Report on Form 10-KSB as filed with the Commission on April 17, 2007.
|
PACIFIC HEALTH CARE ORGANIZATION, INC. | |||
Date: March 30, 2016
|
By:
|
/s/ Tom Kubota | |
Tom Kubota | |||
Chief Executive Officer and President | |||
Signatures
|
Title
|
Date
|
||
/s/ Tom Kubota
|
Chief Executive Officer, President and Director
|
March 30, 2016
|
||
Tom Kubota
|
||||
/s/ Fred U. Odaka
|
Chief Financial Officer
|
March 30, 2016
|
||
Fred U. Odaka
|
||||
/s/ Thomas Iwanski
|
Director
|
March 30, 2016
|
||
Thomas Iwanski
|
||||
/s/ David Wang
|
Director
|
March 30, 2016
|
||
David Wang
|
Percentage of Shares Vesting
|
Vesting Date
|
100%
|
Pacific Health Care Organization, Inc.
|
|
By: _____________________________
|
By:________________________________
|
Name: __________________________
|
Name: Tom Kubota
Title: Chief Executive Officer
|
Address: _________________________
|
|
_________________________________
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
(1)
|
The Report fully complies with the requirements of section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|