UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~November 21, 2024


PACIFIC HEALTH CARE ORGANIZATION, INC.
(Exact name of registrant as specified in its charter)

Utah	000-50009	87-0285238
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
19800 MacArthur Boulevard, Suites 306 & 307 Irvine, California
(Address of principal executive offices)

92612
(Zip code)

(949) 721-8272
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading symbol		Name of each exchange on which registered
None		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicated by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 54.0201 ~~Departure~~Changes ofin ~~Directors~~Registrant’s orCertifying ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Accountant.

~~On January 3, 2024, Kristina Kubota informed Pacific Health Care Organization, Inc.~~ (~~the “Company”~~a) ~~that~~Dismissal ~~she will be stepping down as the Company’s Chief Financial Officer and Secretary, effective on March 5, 2024. The Company expects that Ms. Kubota will remain on the Company’s Board~~ of ~~Directors~~independent ~~(the~~registered ~~“Board”)~~public ~~following~~accounting her resignation as Chief Financial Officer and Secretary. Ms. Kubota’s resignation was not the result of any disagreement with management or the Company on any matter relating to the Company’s operations, policies or practices. The Company thanks Ms. Kubota for her many contributions.firm

~~Concurrent~~On ~~with~~November ~~the~~4, ~~effective date of Ms. Kubota’s resignation as Chief Financial Officer~~2024, ~~Bret~~Pacific ~~“BJ”~~Health ~~Mendenhall~~Care ~~will be appointed as the Company’s outsourced Chief Financial Officer~~Organization, ~~via~~Inc. (the “Company’s”) ~~engagement~~dismissed ~~with~~GreenGrowth ~~NOW~~CPAs ~~CFO~~Inc. ~~Utah III, LLC~~ (“~~NOW CFO~~GreenGrowth”), ~~a third party provider of business financial services. Mr. Mendenhall has extensive experience serving~~ as ~~Chief~~its ~~Financial~~independent ~~Officer~~registered of public ~~and~~accounting ~~private companies in a variety of industries, including companies in the healthcare industry~~firm. ~~Mr.~~The ~~Mendenhall’s~~Board ~~services will be billed at an hourly rate~~ of ~~$205.00,~~Directors ~~and~~approved the ~~Company’s~~dismissal ~~engagement with NOW CFO may be terminated by either party upon thirty days written notice. A copy~~ of ~~the Company’s engagement with NOW CFO is attached hereto as Exhibit 99~~GreenGrowth.1.

~~Mr.~~GreenGrowth ~~Mendenhall~~was engaged by the Company on December 20, ~~age~~2023. 64GreenGrowth audited the Company’s consolidated financial statements for the most recent fiscal year ended December 31, ~~currently~~2023, ~~serves~~and asreviewed the ~~Director~~Company’s interim financial statements as of ~~NOW~~March ~~CFO~~31, 2024, June 30, 2024, and isSeptember ~~responsible~~30, 2024. The report of GreenGrowth on the Company’s financial statements for ~~providing~~the ~~CFO consulting~~fiscal ~~services~~year toended ~~clients~~December of31, ~~NOW~~2023, ~~CFO.~~did Henot ~~has~~contain ~~been~~an inadverse ~~that~~opinion ~~role~~or ~~with~~a ~~NOW~~disclaimer ~~CFO~~of ~~since~~opinion, ~~2020.~~nor ~~Prior~~was tosuch ~~being~~report ~~with~~qualified ~~NOW~~or ~~CFO~~modified as to uncertainty, Mraudit scope or accounting principles. ~~Mendenhall~~During ~~was~~GreenGrowth’s ~~Chief~~engagement, ~~Financial~~there ~~Officer~~were no “disagreements” (within the meaning of Item 304(a)(1)(iv) ~~Utah~~of Regulation S-~~based~~K ~~commercial~~and ~~landlord~~the related instructions under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) between the Company and ~~contractor.~~GreenGrowth ~~Mr.~~on ~~Mendenhall~~any ismatter aof ~~Certified~~accounting ~~Public~~principles ~~Accountant~~or ~~holding~~practices, afinancial ~~Bachelor~~statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of ~~Science~~GreenGrowth, would have caused GreenGrowth to make reference to the subject matter of the disagreements in ~~Accountancy~~connection ~~from~~with ~~Brigham~~its ~~Young~~reports ~~University~~on financial statements of the Company for such periods. During these same periods, there were no “reportable events” (within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions under the Exchange Act).

~~Other~~The ~~than the~~ Company’s ~~engagement~~provided GreenGrowth with ~~NOW~~a ~~CFO,~~copy ~~there~~of isthe noabove ~~arrangement~~statements orprior ~~understanding between Mr. Mendenhall and any other persons pursuant~~ to ~~which~~filing ~~Mr.~~this ~~Mendenhall~~report ison ~~being~~Form ~~selected~~8-K aswith ~~an officer of~~ the ~~Company~~U.S. ~~There~~Securities ~~are~~and noExchange ~~family~~Commission ~~relationships~~(“SEC”) ~~between~~and ~~Mr.~~requested ~~Mendenhall~~that ~~and~~GreenGrowth ~~any~~furnish of the Company’s ~~directors,~~with ~~executive~~a ~~officers~~letter oraddressed ~~persons~~to ~~nominated~~the orSEC ~~chosen~~stating bywhether ~~the~~it ~~Company~~agrees towith ~~become~~the astatements ~~director~~made ~~or executive officer~~above. ~~Mr.~~A ~~Mendenhall~~copy ~~has~~of ~~not~~GreenGrowth’s ~~engaged~~letter, indated ~~any~~November ~~related-party~~6, ~~transactions~~2024, ~~required~~is toattached beas ~~disclosed~~Exhibit ~~under~~16.1 ~~Item~~to ~~404(a)~~this ofreport ~~Regulation~~on SForm 8-K.

On(b) ~~January~~Engagement 3, 2024, the Board appointed Lauren Kubota, age 40, as the Company’s Vice President. Lauren Kubota has been with the Company since 2014 and was previously the Company’s Risk Manager. As Vice President, Ms. Kubota will continue to direct the Company’s risk management activities and perform additional responsibilities in planning and executing company-wide advancements in operations, quality management, sustainable business growth, and technological enhancements. Lauren Kubota is also a current member of ~~the~~new ~~Board,~~independent ~~having~~registered ~~served~~public inaccounting such role since February 2018. Ms. Kubota is an attorney licensed to practice law in California. She earned a Bachelor of Arts degree in Political Science from the University of California, San Diego in 2005 and a Juris Doctor from the University of California, Hastings College of the Law in 2011.firm

InThe ~~addition~~Company tohas ~~Lauren~~engaged ~~Kubota’s~~Boulay ~~new~~PLLP ~~role~~(“Boulay”) as ~~Vice President of~~ the ~~Company,~~independent ~~upon~~registered ~~the~~public ~~effective~~accounting ~~date~~firm offor ~~Kristina Kubota’s resignation as~~ the Company~~’s Secretary~~, ~~Lauren~~effective ~~Kubota~~November ~~will~~5, ~~assume~~2024. ~~the~~The ~~additional~~Board ~~role~~ of ~~Secretary~~Directors of the Company approved the engagement of Boulay.

~~There~~During isthe noCompany’s ~~arrangement~~two ormost ~~understanding~~recent ~~between~~fiscal ~~Lauren~~years ~~Kubota~~(ended ~~and~~December ~~any~~31, ~~other~~2023 ~~persons~~and ~~pursuant~~December to31, ~~which~~2022) ~~Ms.~~and ~~Kubota~~the issubsequent ~~being~~interim ~~selected~~period asprior anto ~~officer~~the engagement of Boulay, neither the Company., ~~Lauren~~nor ~~Kubota~~anyone ~~and~~on ~~Kristina~~the ~~Kubota~~Company’s ~~are~~behalf ~~sisters~~consulted ~~and~~with ~~are~~Boulay ~~daughters~~regarding either: (1) the application of ~~Tom~~accounting ~~Kubota~~principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s ~~Chief~~financial ~~Executive Officer~~statements, ~~President~~ and ~~Chairman~~neither ofa written report nor oral advice was provided to the ~~Board~~Company ofthat ~~Directors.~~Boulay ~~Lauren~~concluded ~~Kubota~~was ~~has~~an ~~not~~important ~~engaged~~factor considered by the Company in ~~any~~reaching ~~related-party~~a ~~transactions~~decision ~~required~~as to beany ~~disclosed~~accounting, ~~under~~auditing, or financial reporting issue; or (2) any matter that was either the subject of a disagreement (as defined in Regulation S-K, Item ~~404~~304(a)(1)(iv) ofand the related instructions) or reportable event (as defined in Regulation S-K, Item 304(a)(1)(v)).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Services Agreement, dated January 2, 2024, between the Company and NOW CFO
16.1		Letter from GreenGrowth CPAs
104		Cover Page Interactive Data File (~~embedded~~formatted ~~within~~as ~~the~~ Inline XBRL)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PACIFIC HEALTH CARE ORGANIZATION, INC.
Date: January 5, 2024	By:	/s/ Tom Kubota
Date: November 7, 2024	By:	/s/Tom Kubota
		Tom Kubota
		Chief Executive Officer

Filing Compare · PACIFIC HEALTH CARE ORGANIZATION INC