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): July ~~November 1~~11, ~~2024~~2025

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)

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 45.0102 ~~Changes~~Departure inof ~~Registrant’s~~Directors ~~Certifying~~or ~~Accountant~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 11, 2025, Pacific Health Care Organization, Inc. (athe “Company”) ~~Dismissal~~received notice from Lauren Kubota that she will be stepping down as the Company’s Vice President, effective on July 31, 2025, so that she can pursue other professional opportunities. The Company expects that Ms. Kubota will resign from her roles as a Director and Secretary of ~~independent~~the ~~registered~~Company ~~public~~shortly ~~accounting~~after ~~firm~~the filing of the Company’s quarterly report on Form 10-Q for the quarterly period ended June 30, 2025. 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 extends its gratitude to Ms. Kubota for her many contributions.

OnThe ~~November~~Company 4,does ~~2024,~~not ~~Pacific~~currently ~~Health~~intend to ~~Care~~fill ~~Organization, Inc. (~~the ~~“Company”)~~position ~~dismissed~~of ~~GreenGrowth~~Vice ~~CPAs Inc~~President. ~~(“GreenGrowth”)~~Instead, asupon ~~its~~Ms. ~~independent~~Kubota’s ~~registered~~departure, ~~public~~her ~~accounting~~responsibilities ~~firm.~~will ~~The~~be ~~Board~~allocated ofto ~~Directors~~the ~~approved~~Company’s Chief ~~the~~Executive ~~dismissal~~Officer ofand ~~GreenGrowth~~other employees.

GreenGrowth was engaged by the Company on December 20, 2023. GreenGrowth audited the Company’s consolidated financial statements for the most recent fiscal year ended December 31, 2023, and reviewed the Company’s interim financial statements as of March 31, 2024, June 30, 2024, and September 30, 2024. The report of GreenGrowth on the Company’s financial statements for the fiscal year ended December 31, 2023, did not contain an adverse opinion or a disclaimer of opinion, nor was such report qualified or modified as to uncertainty, audit scope or accounting principles. During GreenGrowth’s engagement, there were no “disagreements” (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) between the Company and GreenGrowth on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of GreenGrowth, would have caused GreenGrowth to make reference to the subject matter of the disagreements in connection with its reports 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).

The Company provided GreenGrowth with a copy of the above statements prior to filing this report on Form 8-K with the U.S. Securities and Exchange Commission (“SEC”) and requested that GreenGrowth furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made above. A copy of GreenGrowth’s letter, dated November 6, 2024, is attached as Exhibit 16.1 to this report on Form 8-K.SIGNATURE

~~(b)~~Pursuant ~~Engagement~~to the requirements of ~~new~~the ~~independent~~Securities ~~registered~~Exchange ~~public~~Act of ~~accounting~~1934, ~~firm~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

The Company has engaged Boulay PLLP (“Boulay”) as the independent registered public accounting firm for the Company, effective November 5, 2024. The Board of Directors of the Company approved the engagement of Boulay.

	PACIFIC HEALTH CARE ORGANIZATION, INC.

Date: July 16, 2025	By:	/s/ Tom Kubota
		Tom Kubota
		Chief Executive Officer

During the Company’s two most recent fiscal years (ended December 31, 2023 and December 31, 2022) and the subsequent interim period prior to the engagement of Boulay, neither the Company, nor anyone on the Company’s behalf consulted with Boulay regarding either: (1) the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Boulay concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (2) any matter that was either the subject of a disagreement (as defined in Regulation S-K, Item 304(a)(1)(iv) and 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
16.1		Letter from GreenGrowth CPAs
104		Cover Page Interactive Data File (formatted as 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: November 7, 2024	By:	/s/Tom Kubota
		Tom Kubota
		Chief Executive Officer

false 0001138476 true 0001138476 2024-11-01 2024-11-01

Filing Compare · PACIFIC HEALTH CARE ORGANIZATION INC