UNITED
 STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM
 10- K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended: December 31, 2024

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from: to

 Commission
File Number 000- 50009

 PACIFIC
HEALTH CARE ORGANIZATION, INC.

 (Exact
name of registrant as specified in its charter)

 Utah

 87-0285238

 (State or other jurisdiction of incorporation or organization)

 (I.R.S. Employer Identification No.)

 19800 MacArthur Boulevard, Suites 306 & 307

 Irvine, California

 92612

 (Address of principal executive offices)

 (Zip Code)

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

 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

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

 $.001
par value, common voting shares

 (Title
of class)

check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes No

check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.

 Yes No

 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
 No

check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was
required to submit such files).

 Yes No

check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company
or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging
growth company, indicate 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.

check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report.

 If securities
are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included
in the filing reflect the correction of an error to previously issued financial statements.

check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 Yes No

 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 as of the last business day of the registrant's most recently completed second fiscal quarter was approximately
$ 3,849,120.

 As of March 19, 2025, the issuer had 12,800,000 shares of its $.001
par value common stock outstanding.

 Documents incorporated by reference: None

 Table of
 Contents

 Page

 PART
 I

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 PART
 II

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 Reserved

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 PART
 III

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accountant Fees and Services

 PART
 IV

 Item
 15.

 Exhibits and Financial Statement Schedules

 Item
 16.

 Form 10-K Summary

 Signatures

 PACIFIC
HEALTH CARE ORGANIZATION, INC.

 Throughout
this annual report on Form 10-K (this "annual report"), unless the context indicates otherwise, the terms, "we,"
"us," "our" or the "Company" refer to Pacific Health Care Organization, Inc., ("PHCO")
and our wholly owned subsidiaries Medex Healthcare, Inc. ("Medex"), Medex Managed Care, Inc. ("MMC") and Medex
Medical Management, Inc. ("MMM"). References to "fiscal year 2024" and "fiscal year 2023" mean the
periods ended December 31, 2024, and 2023, respectively.

 CAUTIONARY
STATEMENT REGARDING

 FORWARD-LOOKING STATEMENTS

 All
statements other than statements of historical fact included in this annual report and in the documents incorporated by reference herein,
if any, including without limitation, statements regarding our future events, financial condition or results of operations, business
strategy, potential acquisitions, budgets, projected costs, liquidity, capital resources, and plans and objectives of management for
future operations, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some
cases, forward-looking statements can be identified by terminology such as "anticipate," "believe," "continue,"
"could," "estimate," "expect," "forecast," "foresee," "future,"
"intend," "likely," "may," "might," "plan," "potential," "predict,"
"project," "should," "strategy," "will," "would," and other similar expressions
and their negatives.

 Forward-looking
statements are not guarantees of future performance and involve known and unknown risks and uncertainties, many of which may be beyond
our control. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof,
and actual results could differ materially as a result of various factors. The following include some but not all of the factors that
could cause actual results and financial condition to differ materially from those expressed or implied by forward-looking statements:

 competition
 within our industry, including competition from much larger competitors;

 our
 ability to retain existing customers and to attract new customers;

 cost
 reduction efforts by our existing and prospective customers;

 failure
 to retain or recruit, or changes in, officers and key employees, and uncertainties in our
 ability to maintain key consultants and advisors;

 reductions
 in workers compensation claims or the demand for our services, from whatever source;

 the
 loss, ineffective management, malfunction (including those resulting from cybersecurity incidences
 and breaches), or increased costs of third-party-provided technologies and services on which
 our operations rely;

 cybersecurity
 incidences and breaches, and other software system failures, and the imposition of laws imposing
 costly cybersecurity and data protection compliance;

 delays,
 reductions, or cancellations of contracts we have previously entered;

 changes
 in U.S. trade policies and retaliatory responses from other countries, including tariffs;

 The
 effects of and uncertainty surrounding the adoption, use and reliability of disruptive technologies
 such as artificial intelligence;

 the
 loss of or inability to obtain adequate insurance coverage;

 legislative
 and regulatory requirements or changes which could render our services less competitive or
 obsolete;

 business
 combinations involving our customers or competitors;

 economic
 and labor market conditions generally and in the industries in which we and our customers
 participate, including the effects resulting from immigration laws and enforcement, economic
 recessions, financial sector turmoil, international conflicts, and rising domestic inflation
 and related economic policy responses; and

 our
 failure to successfully develop new services and/or products either organically or through
 acquisition, or to anticipate current or prospective customers' needs.

 For more detailed
information about particular risk factors related to the Company, see Item 1A Risk Factors below.

 New
risk factors emerge from time to time, and it is not possible for management to predict all risk factors, nor can we assess the impact
of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially
from those contained in any forward-looking statements.

 One
should not place undue reliance on forward-looking statements. Forward-looking statements are based on the beliefs of management as well
as assumptions made by and information currently available to management and apply only as of the date of this annual report or the respective
dates of the documents it incorporates by reference. Neither we nor any other person assumes any responsibility for the accuracy or completeness
of forward-looking statements. Further, except to the extent required by law, we undertake no obligations to update or revise any forward-looking
statements, whether as a result of new information, future events, or a change in events, conditions, circumstances or assumptions underlying
such statements, or otherwise.

 The following discussion should be read in conjunction
with our consolidated financial statements and the related notes contained elsewhere in this annual report and in our other filings with
the Securities and Exchange Commission (the "Commission").

 PART
 I

 ITEM 1. BUSINESS

 We
are workers' compensation cost containment specialists providing a range of services principally to California employers and claims
administrators. The Company was incorporated under the laws of the state of Utah in April 1970, under the name Clear Air, Inc. The Company
changed its name to Pacific Health Care Organization, Inc., in January 2001. In February 2001, we acquired Medex, a California corporation
organized in March 1994, in a share for share exchange. Medex is a wholly owned subsidiary of the Company. Medex is in the business of
managing and administering both Health Care Organizations ("HCOs") and Medical Provider Networks ("MPNs") in
the state of California, and providing worker's compensation carve-out and Medicare set-aside services. In March 2011, we incorporated
MMC, a Nevada corporation, as a wholly owned subsidiary of the Company. MMC oversees and manages the Company's utilization review
and bill review services. In February 2012, we incorporated MMM, a Nevada corporation, as a wholly owned subsidiary of the Company. MMM
is responsible for overseeing and managing medical case management. We discontinued lien representation services in the third quarter
of 2023 due to the lack of demand. Below is our corporate structure as of December 31, 2024.

 Business
of the Company

 We
offer an integrated and layered array of complementary business solutions that enable our customers to better manage their workers'
compensation-related healthcare administration costs. We are constantly looking for ways to expand the suite of services we can provide
our customers, either through strategic acquisitions or organic development.

 Our
business objective is to deliver value to our customers by reducing their workers' compensation-related medical claims expenses
in a manner that will ensure that injured employees receive high quality healthcare that allows them to recover from an injury and return
to gainful employment without undue delay. According to studies conducted by auditing bodies on behalf of the California Division of
Workers' Compensation, ("DWC") the two most significant cost drivers for workers' compensation are claims frequency
and longer than average treatment duration. Our services focus on ensuring timely medical treatment to reduce the claim duration and
medical treatment costs.

 Our
services include providing customers access to our HCOs and MPNs. We also provide medical bill review, medical case management,
employee advocate services, utilization review, workers' compensation carve-outs and Medicare set-aside services.
Complementary to these services, we also provide expert witness testimony. We offer our services as a bundled solution, as
standalone services, or as add-on services.

 Our
core services focus on reducing medical treatment costs by enabling our customers to have control and oversight of the medical treatment
of their injured employees to ensure treatment is timely and appropriate. This control is primarily obtained by participation in our
HCOs or one of our MPNs. Through Medex, we hold two of three total licenses issued by the state of California to establish and manage
HCOs within the state of California. We hold several government-issued licenses to operate medical provider networks. We also hold approvals
issued by the state of California to function as an MPN and currently administer 22 MPNs. Our HCO and MPN programs provide our customers
with provider networks within which the customer has some ability to direct the administration of the claim. This is designed to decrease
the incidence of fraudulent claims and disability awards, and ensure injured employees receive necessary vocational rehabilitation and
training. Our medical bill and utilization review services provide oversight of medical billing and treatment requests, and our medical
case management and employee advocate services keep workers' compensation claims progressing to a resolution and assure treatment
plans are aligned from a medical perspective.

 Our
customers include self-administered employers, insurers, third party administrators, municipalities, and others. Our principal customers
are companies with operations located in the state of California where the cost of workers' compensation insurance is a critical
problem for employers, though we process medical bill reviews, utilization reviews and provide medical case management and employee advocate
services in several other states. Our provider networks, which are located only in California, are comprised of providers experienced
in treating occupational injuries.

 Our
business has a long sales cycle, typically eight months or more. Once we have established a customer relationship and enrolled the employees
of our employer customers, we anticipate our revenue to adjust with the growth or retraction of our customers' employee headcount.
We also expect growth and retraction of employee headcounts throughout the year as we gain new customers and lose existing customers.
The reasons for customer terminations vary but include when a customer opts to use a different workers' compensation administration
vendor; engages an insurance carrier or third-party administrator that uses a different workers' compensation administration vendor;
and when our contract ends with state and local governments and they are required to engage in a public bidding process for their workers'
compensation administration vendor.

 Health
Care Organizations

 An
HCO is a network of health care providers specializing in the treatment of workplace injuries and in back-to-work rehabilitation for
our customers' injured employees. HCOs provide injured employees with a network of health care providers in the event of a workers'
compensation injury, while providing their employer (our customer) control over medical treatment and costs. In most cases, our HCOs
give the employer up to 180 days of medical control in an HCO within which the employer can direct the administration of the claim. The
injured employee may change providers once during this period but may not go to an out-of-network provider. The increased length of time
during which the employer has control over administration of the claim is designed to decrease the incidence of fraudulent claims and
disability awards. The right for the employer to control treatment within a network is based upon the notion that if the employer can
direct care, it will facilitate timely and appropriate medical care and reduce the total cost of the claim.

 Our
two HCO licenses (respectively referred to as "Medex HCO" and "Medex 2 HCO") allow us to provide comprehensive
medical provider networks throughout California. Our HCO networks are composed of medical providers experienced in treating worker injuries.
We have contracted with approximately 6,859 and 7,939 individual medical providers and clinics for Medex HCO and Medex 2 HCO, respectively,
as well as hospitals, and rehabilitation centers. Our customers select one of the Medex HCO networks in which to enroll their employees
based on the medical groups in the network. During initial enrollment and during the period of re-enrollment, our customers' employees
have the option to opt out of the HCO by predesignating their primary care physician to manage a workplace injury. If the employee opted
out and is later injured on the job, their primary care physician would be authorized to oversee their medical care. Otherwise, the employer
would be able to select the provider to oversee their medical care.

 We
continually review and update our networks with provider additions and removals based on feedback from internal operations, our customers,
and their claims administrators. All our network providers' credentials are reviewed and vetted by Medex.

 Our
HCO networks are required to be recertified every three years. The Medex HCO has been recertified through March 15, 2028, and the Medex
2 HCO through October 9, 2027. HCO guidelines impose certain medical oversight, reporting, information delivery and usage fees on HCOs.
These requirements increase the administrative costs and obligations on HCOs compared to MPNs.

Provider Networks

 Like
an HCO, an MPN is a network of health care providers, but health care providers participating in MPNs are not required to have the same
level of medical expertise in treating workplace injuries. Under an MPN program the employer dictates which provider the injured employee
will see for the initial visit. After the initial visit, the employee has the discretion to choose which provider in the network will
continue treatment of the claim. However, the employee's choice of provider is limited to those within the MPN for the life of
the claim and the employee cannot opt-out of the MPN, which is a benefit to our customers. While the injured employee is limited to treatment
by providers within the MPN, the California MPN laws and regulations allow the injured employee to dispute treatment decisions, provide
for second and third medical opinions, and permit case review by an independent medical reviewer whose decision can result in the employer
losing control over medical treatment of the employee.

 Unlike
our HCOs, our MPNs do not require our customers to pay annual enrollment fees, nor do they require our customers to comply with annual
enrollment notice delivery requirements. As a result, there are fewer administrative costs to customers associated with an MPN program.
This allows our MPNs to market their services at a lower cost to employers than our HCOs. For this reason, many customers may opt to
use the MPN even though it provides customers with fewer rights to control medical treatment of employee injury claims.

 We
have received approval for and currently administer 22 MPNs. Customers can choose between two of our off-the-shelf MPNs, which serve
as stand-alone networks or the foundation for the customer to customize their own MPN, in which they can add or remove specific
providers or clinics. Each MPN must be reapproved every four years for each customer based on the date the MPN was approved by the
California Division of Workers' Compensation.

 HCO and
MPN Hybrid Offering

 As
a licensed HCO and approved MPN, in addition to offering HCO and MPN programs, we are also able to offer our customers a combination
of the HCO and MPN programs. Under this program, a customer can enroll its employees in our HCO program, and then prior to the expiration
of the 180-day treatment period under the HCO program, the customer (the employer) can then enroll their injured employees into our MPN
program to keep the medical care within their network of providers. This allows our customers to take advantage of both programs, which
is what our HCO customers typically do. To our knowledge, Medex is currently the only entity in California offering this hybrid program.

Case Management

case management oversees injured employees' medical treatment to ensure that it progresses to a resolution and ensures treatment
plans are aligned from a medical perspective. Medical case management is a collaborative process that assesses, evaluates, coordinates,
implements and monitors medical treatment plans and the options and services required for occupational injuries. At the direction of
the employer, medical case managers function as liaisons between the injured employee, claims adjuster, medical providers, and workers'
compensation attorneys to achieve optimal results for the injured employee and their employer.

 Our
medical case management services are performed by nurses who are credentialed by the state and have expertise in various clinical areas
and backgrounds in workers' compensation matters. This combination allows our nurses the opportunity to facilitate medical treatment
that addresses the nuances of workers' compensation, which may include litigation. By utilizing these services our customers can
ensure that the injured employee receives quality medical treatment in a timely and appropriate manner to help the employee return to
work and close the workers' compensation claim. We also offer employee advocate services, which is similar to medical case management
in that it utilizes our medical case managers to oversee an injured employee's medical treatment; however, the employee advocate
assists the injured worker in resolving any disputes between the employer and the claims adjusters that may arise. The employee advocate
is given authorization by the employee to contact others on the employee's behalf, such as claims adjusters, medical employees,
lien claimants, human resources, return to work programs, unions, and employers, in order to facilitate resolution of the dispute.

Bill Review

bills are one of the biggest expenses that an employer's workers' compensation insurance company must pay for. To curtail
these expenses, our customers utilize our medical bill review services to review medical bills for services rendered to an injured employee.
We provide professional analysis of medical provider services and equipment billing to ascertain proper reimbursement. Our review of
medical bills includes coding review and re-bundling, confirming that the services are customary and reasonable, fee schedule compliance,
out-of-network bill review, pharmacy review, and preferred provider organization repricing arrangements. While some states have adopted
fee schedules, which regulate the maximum allowable fees payable under workers' compensation for procedures performed by a variety
of health treatment providers, many procedures are not covered by fee schedules and are still subject to review and negotiation.

bill review services can result in significant claims savings. Our medical bill services are primarily within the state of California,
but we process medical bill reviews in several other states. Out of state medical bill reviews typically are the result of an injured
California employee moving to a different state, but who still requires medical care under an open workers' compensation claim.

 Review

review, also known as utilization management, is required by law in all states for workers' compensation claims. Utilization review
evaluates the medical necessity of proposed treatment by comparing medical treatment requests against accepted medical guidelines. Its
purpose is to serve as a safeguard against payor liability for medical costs that are not medically appropriate or approved by the relevant
medical and legal authorities. Reviews of medical treatment requests are conducted at the appropriate qualification level for the request
by a nurse, peer-to-peer provider, a specialist or a medical director and within the timelines set by the relevant laws and regulations.

 Our
utilization review services provide an electronic intake of medical treatment requests, collection and review of the submitted documentation
required for processing, and submission to the appropriately qualified reviewer for approval, modification, denial, or request for more
information for the requested treatment. Once a determination is made, we process the request and notify all the stakeholders in the
injured employee's claim within the regulated timeframe.

 Medicare
Set- Aside

 Medicare
set-aside services for workers' compensation claims is a financial agreement that allocates a portion of a workers' compensation
settlement to pay for future medical services related to the work-place injury, illness, or disease. The purpose of the set-aside arrangement
is to provide funds to the injured party to pay for future medical expenses that would not be covered by Medicare. This program affords
our customers an effective way to overcome complications after settlement and avoids unnecessary costs attached to the claim.

 Workers '
 Compensation Carve- Outs

 Certain
employers can opt out of the standard workers' compensation regulatory dispute resolution scheme through carve-out agreements
that comply with state statutory and regulatory requirements. More specifically, carve-out agreements permit employers and employees
to establish alternative dispute resolution arrangements to resolve disputes in the context of workers' compensation. These
carve-out agreements are made between employers and the collective bargaining units representing the employer's covered employees.

 Utilizing
our knowledge of the friction in the California workers' compensation system, and the objectives of employers and the unions,
we assist in guiding the negotiation of legal agreements for the implementation of workers' compensation carve-outs for
California customers and provide services that reflect the parties' agreement regarding alternative dispute resolution
arrangements. Under such carve-out agreements certain customers can access our HCOs, MPNs and medical case management program.

 Expert
Witness Testimony

 As
an ancillary service to our HCO and MPN services, we provide expert witness testimony before the California Workers Compensation Appeals
Board. The fees we charge for this service include reimbursement of expert witness fees and travel and lodging expenses for all HCO customers
except for one, whose fees are included in their monthly global fee.

 Lien
 Representation

 As of the third
quarter of 2023, we discontinued providing lien representation services due to lack of customer demand.

 Marketing,
Customers and Pricing

 We
provide services to virtually any size employer in the state of California as well as insurers, third party administrators, self-administered
employers, municipalities, and other industries. We also provide some customers utilization review, medical case management, and medical
bill review services outside the state of California, typically to employees who suffered a workplace injury in California and then relocated
to another state.

 Our
marketing and sales efforts focus primarily on customer referrals, conference presentations and responding to requests for proposals.
We service both local and national accounts, however, with an emphasis on California focused markets. Our sales and marketing activities
are conducted by account managers with the assistance of our executive team members. We do not market our services outside the state
of California.

fiscal year 2024, three major customers combined accounted for 43% of sales, approximately 21%, 11%, and 11%, respectively. By comparison,
during fiscal year 2023 our three largest customers accounted for 43% of sales, approximately 23%, 10%, and 10%, respectively.

 Our
services can be integrated to allow for partial or full bundling of services and the sharing of information that creates efficiencies
to further reduce the costs of claims. For example, our bundled services have allowed some customers to achieve up to a 70% reduction
in the cost of injury claim resolution while maintaining superior treatment for their injured employees. The cost to our customers for
our bundled services is generally the same as if the services were purchased individually.

 Competition

 We
were one of the first commercial enterprises capable of offering HCO services and MPN services in California. While there are few HCO
competitors, there are many MPN companies who compete in this market. Many of these competitors are larger than us and may have greater
financial, research and marketing experience and resources than we do, and they may therefore represent substantial long-term competition.
As of December 31, 2024, in California there were three certified health care organization licenses issued to two companies, and we own
two of the three licenses. As such, we consider our current, direct HCO competition limited to one licensee business. On the other hand,
there are minimal requirements for establishing MPNs and therefore, as of December 31, 2024, there were approximately 2,518 active MPNs
in the state of California according to the DWC MPN website. Of these, we have received approval for and administer 22 MPNs.

 We
compete on both quality and price of services. We maintain quality of service by virtue of the training, skill, and experience of our
professional staff and outside consultants. We compete on price through our integration of robust information technology systems we license
from various vendors. We focus our business primarily on those employers and payors who use our HCO and/or MPN services. We anticipate
that this focus will keep most of this business stable and renewable. However, periodically we expect that large customers may establish
the in-house capability, or their third-party administrators may offer a discounted bundle for the services we offer, as this has occurred
in the past. Further, if we are unable to compete effectively either because of a degradation in quality-of-service delivery resulting
from, for example, a reduction in the skill and experience of our personnel or our inability to effectively manage, maintain or upgrade
our information technology systems, it may be difficult for us to retain current customers or add new customers. A loss of customers,
from whatever source, could materially and adversely affect our business, financial condition, and results of operations.

 We
rely on our well-trained and knowledgeable in-house professionals to develop service offerings that target the needs of our customers,
all of whom seek efficient and effective resolution of workplace injuries and workers' compensation claims. For example, we contract
directly with medical providers based on quality determinations rather than the provision of discounted medical services. We believe
this provides us with a competitive advantage because we can market a direct relationship with providers who have demonstrated expertise
in treating occupational injuries and writing credible medical reports. These qualities contribute to quicker resolution of workplace
injuries and workers' compensation claims. We believe these qualities also provide more competitive value than relying on third
party relationships or discounts alone.

 We
offer both HCO and MPN programs to potential customers, as well as an HCO/MPN combination model, which we believe also gives us a competitive
advantage, because of the way the network was created. While some of our competitors offer either HCO or MPN services, to our knowledge,
none of our competitors offer this type of HCO/MPN combination model.

 Governmental
 Regulation

 Managed
care programs for workers' compensation are subject to various laws and regulations. The nature and degree of applicable regulation
varies by state and by the specific services provided. Notably, services such as our HCOs, MPNs, and utilization review services that
provide or arrange for the provision of healthcare services are subject to numerous, complex regulatory requirements that govern many
aspects of our conduct and operations. These laws and regulations impose evolving administrative and legal burdens, expense, and risks
to our business, but also provide a regulated environment in which our expertise and experience help us provide valuable services for
our customers based on proven strategies that work within the existing system.

 The
provision of workers' compensation managed care in the state of California is governed by legislation and secondary regulations.
We are required to be licensed or receive regulatory approval to operate our HCO and MPN networks. Medex has recertified the "Medex
HCO" through March 15, 2028, and the "Medex 2 HCO" through October 9, 2027. Our MPN networks are required to be reapproved
every four years based upon when the MPN went into effect for each customer.

 MMC
is required to be accredited by the independent, nonprofit accreditation entity Utilization Review Accreditation Commission ("URAC")
in California to perform utilization review and is subject to a routine investigation by the state of California every five years. MMC
has received full Utilization Management Accreditation for Workers' Compensation as a Utilization Review Organization from URAC.
The full accreditation requires us to have and follow specific policies and procedures for our utilization review services and demonstrate
our commitment to quality and adherence to nationally recognized guidelines. MMC must apply for URAC reaccreditation every three years
and was most recently reaccredited on January 1, 2024. The costs to be accredited by URAC for Workers' Compensation Utilization
Management for three years is $36,000. URAC accreditation also allows us to provide utilization review services nationally as it is widely
accepted as an alternative credential to state specific licenses and certificates.

 The
services we provide have developed largely in response to legislation or other governmental action. In many jurisdictions, such as California,
licensing laws and regulations generally grant broad discretion to supervisory authorities to adopt and amend regulations and to supervise
regulated activities. Changes in the legislation, or rules and regulations regulating workers' compensation may create greater
or lesser demand for the services we offer or require us to develop new or modified services to meet the needs of the marketplace and
compete effectively. Such changes could also have an impact on our costs for providing services, potentially to levels that make our
services unattractive or unaffordable to existing or potential customers. We could also be materially and adversely affected if the state
of California were to elect to reduce the extent of medical cost containment strategies available to insurance companies and other payors
or adopt other strategies for cost containment that would not support demand for our services. To proactively address such possibilities,
we have engaged a California-based lobbyist with expertise in workers' compensation.

 Healthcare
reform remains a topic of considerable discussion at both the federal and state level. Due to uncertainties regarding the ultimate features
of future reform initiatives and the timing of their enactment, we cannot predict which, if any, reforms will be adopted, when they may
be adopted, or what impact they may have on our business or within the industry in which we participate. However, because workers'
compensation is primarily a disability program, not the focus of recent healthcare reform discussions, we do not anticipate that healthcare
reform would significantly impact workers' compensation.

 Employees

 Including
the employees of our subsidiaries, as of March 13, 2025, we had a total of 29 full-time employees and one part-time employee. We also
use the services of several consultants. Over the next twelve months, we anticipate hiring one additional employee in order to grow our
employee advocate program.

 Reports
to Security Holders

 We
file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy and information statements and other
filings pursuant to Sections 13, 14 and 15(d) of the Exchange Act, and amendments to such filings with the Commission. The public may
read and copy any materials we file with the Commission at its Public Reference Room at 100 F Street N.E., Washington, DC 20549. The
public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Commission maintains
its internet site www.sec.gov, which contains reports, proxy and information statements and our other Commission filings. We also post
electronic copies of our quarterly and annual reports on our website www.pacifichealthcareorganization.com, which can be viewed or downloaded
free of charge. Materials and information on our website are not part of or otherwise incorporated into this annual report.

 ITEM 1A. RISK FACTORS

 The
risks and uncertainties described in the risk factors below are those that we currently consider material. You should carefully consider
these risk factors, together with the statements contained elsewhere in this annual report, including our financial statements and the
other reports we file with the Commission, in evaluating us or before making an investment in our common stock. The occurrence of any
of the following risks or uncertainties, or additional risks and uncertainties not presently known to us or that we currently believe
to be immaterial, could materially and adversely affect our business, financial position, results of operations, liquidity, cash flows,
or reputation.

 You
should not draw any inference as to the magnitude or likelihood of any particular risk from its position or categorization in the following
discussion. Further, the headings and subheadings of the risk factors are organized based on certain shared characteristics with other
risk factors, but each risk factor should be read without limiting its application or content to the heading under which it is organized.

 Customer,
Vendor and Competition Related Risks

 A
significant percentage of our revenue is generated from a few customers, the loss of one or more of which could have a material impact
on our results of operations, cash flows and financial condition.

 A
significant portion of operating revenue is received from a relatively small group of customers. Combined sales for three customers accounted
for approximately 43% and 43% of our total revenue in fiscal year 2024 and fiscal year 2023, respectively.

 We
cannot guarantee that significant customers will not, at some point, terminate or reduce our services. This has happened in the past.
The loss of one or more significant customers has historically had an adverse impact on our business, results of operations, cash flows
and financial condition, sometimes materially. While we continue to work to lessen our dependence on a few customers, we believe this
will continue to be a risk in the foreseeable future.

 Most
of our customer contracts permit either party to terminate without cause. In the past, for example, we have lost customers due to competitive
pricing pressures and customer cost reduction efforts; failure to maintain the quality of the services we provide; and our inability
to retain sufficient staffing. Competitive pricing is a particular challenge for us, as our larger competitors can often exploit economies
of scale to price lower than us, or can offer bundled services that include insurance-related and other services we do not provide. In
October 2024 we received notice of termination from one of our significant customers, which has had a material impact on our operating
revenues during fiscal year 2024 due to a shift in timing of delivery of services and which we expect may have further material impacts
on operating revenues in future years. If other significant or multiple customers terminate their contracts, or do not renew or extend
their contracts with us, it could have a material adverse effect on our business and results of operations.

 A
significant percentage of our accounts receivable is generated from a few customers, and if one or more of these customers default on
their payment obligations to us, it could have a material impact on our results of operations, cash flows and financial condition.

 Combined
receivables for three customers accounted for approximately 45% of our total receivables in fiscal year 2024 and 49% in fiscal year
2023. If we are unable to diversify our customer base, we will continue to be susceptible to risks associated with customer
concentration. Further, accounts receivable are typically unsecured and are thus subject to the increased risk of us being unable to
collect overdue amounts. The inability or unwillingness to pay by our account debtors, for whatever reason or cause, could have a
material adverse effect on our financial condition.

 We
are reliant on the timely, accurate and consistent provision of outsourced services for various services and business functions, the
disruption, malfunction, termination or replacement of which could impede our ability to provide our services and materially adversely
affect our business.

 We
contract with various third-party vendors for the provision and support of our services and business functions, including the critical
information systems functionality upon which our services rely. Our business is dependent on our ability to provide, in an efficient
and uninterrupted manner, necessary business functions which we outsource, such as the processing and support of enrollment in our HCO
and MPN programs, and the partial outsourcing of our utilization review, medical bill review, administrative services for medical case
management and Medicare set-aside services. Our operations may be adversely affected if there is a failure, disruption or malfunction,
(including cybersecurity breaches and other risks discussed further at " Cybersecurity, Information Technology and Outsourced
Services Related Risks " below) in the provision of such outsourced services, or if the relationship with or services provided
by our vendors are terminated in whole or in part. Further, we may not be able to find an alternative vendor in a timely manner, on acceptable
terms, or that can provide adequate services or functionality.

 Outsourcing
also may require us to change our existing operations or adopt new processes for providing or managing our services. If there are delays
or difficulties in changing business processes or our third-party vendors do not perform as expected, it may delay our ability to provide
our services and we may not realize, or not realize on a timely basis, the anticipated functionality or benefits of these relationships.
Terminating or transitioning, in whole or in part, arrangements with vendors could result in additional costs or penalties, risks of
operational delays and interruptions, or potential errors and control issues during the termination or transition phase. As previously
disclosed, our revenues were adversely impacted in the fourth quarter of 2022 as a result of the interruptions and costs associated with
difficulties in transitioning to a new software vendor. We may also be subject to future regulatory fines related to that software transition.
If we experience continued or another interruption in our ability to provide our services or loss of access to data resulting from a
malfunction, termination, transition or other disruption in outsourced services, we may not be able to meet the demands of our customers
and, in turn, our business and results of operations could be materially and adversely impacted.

 Our
revenues may decline if we cannot compete successfully in an intensely competitive market.

 Our
target customers are employers seeking to control the cost of employee workers' compensation claims. We face competition from a
variety of companies and the markets for our services are fragmented and competitive. Our competitors include national managed care providers,
preferred provider networks, smaller independent providers, third-party administrators, and insurance companies. Many of our current
and potential competitors have significantly greater financial, technical, marketing, and other resources than we do. As a result, our
competitors may be able to respond more quickly to changes in market demands and requirements, including enhanced technology, changes
in regulations and standards, and shifts in customer needs. We believe that as managed care services continue to gain acceptance in the
marketplace our competitors will increasingly consist of insurance companies, third-party administrators, large workers' compensation
managed care service companies and other significant providers of managed care services. These competitors may also be able to devote
greater resources to the development, promotion and sale of their services and may be able to deliver competitive services or solutions
at a lower price. Any of these competitive pressures could have a material adverse effect on our business, results of operations and
financial condition.

 If
the scope and quality of our services lag behind the market or lower costs can be obtained elsewhere, we may lose customers which could
have a material adverse impact on our results of operations and financial condition.

 We
are in the business of assisting our customers in controlling the cost of their employee workers' compensation claims. While we
believe that several factors, including the quality of care provided to the employee, the rapidity at which the employee returns to work,
and the service provided to the customer, play a part in attracting and retaining our customers, we believe that price is a primary determining
factor in whether customers select or retain our services. While our competitors may offer direct fees less than those we charge, they
have traditionally added fees to their other associated services and thus raised the total cost of their services. If our competitors
reduce the cost at which they provide services, or our customers seek to reduce costs by performing similar services in-house, we anticipate
we would have to likewise attempt to reduce the cost at which we provide our services or risk losing customers. Either outcome could
have a material adverse impact on our business, results of operations and financial condition.

 If
we are unable to continue to attract and retain key employees and consultants with the skills our business requires, our business operations
could be impacted negatively.

 We
compete with other workers' compensation managed care companies and healthcare providers in recruiting qualified personnel and
consultants. Hiring and retaining personnel with industry expertise is critical to our competitive strategy. There is intense
competition for the services of such people. Furthermore, we do not maintain "key person" insurance for any of our
executive officers or employees and replacing executive officers and other key employees may be difficult and may take an extended
period of time because of the limited number of individuals in our industry with the breadth of skills and experience required to
perform these roles. Competition to hire from this limited pool is intense, and we may be unable to hire, train, retain or motivate
key personnel on acceptable terms given the competition among the numerous competitors in our industry for similar personnel, many
of whom have greater financial resources than us and can offer higher salaries, better benefit packages and broader opportunities.
In addition, we operate primarily in California and some of our roles require our employees to live in or near very high cost of
living areas in Southern California, which corresponds to higher wage requirements and alternative employment options.

 Similarly,
competition and pricing for our consultants and advisors, such as workers' compensation consultants, legal, accounting, and other
professional service providers, is increasing. As a relatively small business, these costs can disproportionately impact our business
and results of operations compared to larger competitors. Further, our consultants and advisors may have commitments under consulting
or advisory contracts with other entities that may limit their availability to us. If we are unable to continue to attract and retain
such consultants, our ability to pursue our growth strategy may be limited. In addition, as discussed below, we rely heavily on third-party
provided information technology to support our business activities. As technology becomes more complex and more integral to our operations,
our lack of inside technology personnel, both in general and with specialty in the third-party business systems we rely on, may also
negatively impact our ability to adapt to changes, respond to technology related crises, meet customer needs, or timely implement necessary
advancements.

 We
cannot guarantee that we will be able to attract and retain personnel in the future, particularly in a challenging labor market that
disproportionately impacts us as a small service-oriented business. During 2024, our Chief Financial Officer resigned and we have not
yet identified a full-time replacement for this role. Our CEO, President and Chairman of the board of directors, Tom Kubota, is also
our acting Principal Financial Officer until we find a replacement. Given the level of knowledge, experience, and skills the role of
a full-time Chief Financial Officer requires, we cannot assure when we will be able to replace this role or the degree of impact on our
salary and wages expenses when we do replace this role. If we are unable to effectively compete for, or otherwise attract or retain,
key employees and consultants, our business and financial condition could be materially adversely affected.

 Cybersecurity,
Information Technology and Outsourced Services Related Risks

 A
cybersecurity breach or other disruption to our or our vendors ' information
technology systems could result in the loss, theft, misuse, unauthorized disclosure of, or unauthorized access to customer, customer-employee
or company information, or could otherwise disrupt our operations, any of which could materially adversely affect our business, financial
condition or results of operations.

 We
rely heavily on third-party provided information technology to support our business activities. Our business involves the transmission
and storage of confidential and personal information (including protected health information as defined by the Health Insurance Portability
and Accountability Act) of our customers, their employees, and our employees. We, and the vendors we use to support our business, including
vendor support of critical business functions such as IT, data management and cybersecurity, are at risk of cybersecurity breaches of
the systems on which we rely, including circumvention or breach of security systems, denial-of-service attacks or other cyber-attacks,
hacking, "phishing" attacks, computer viruses, ransomware, malware, employee error, social engineering, physical breaches,
or other malfeasance. We anticipate that the threats of such incidents will continue to increase as dependence on information technology
increases. Further, as these threats evolve, cybersecurity incidents could be more difficult to detect, defend against, and remediate.

 As
discussed further in Item 1C. Cybersecurity herein, during fiscal year 2023, the third-party vendor that provides the file transfer service
through which our customers electronically share certain data regarding their employees and other third parties with us, experienced
a data security incident that affected many of their customers, including the Company. Through this incident the threat actor accessed
certain of our customers' employees' and other third parties' data, and such data included protected health information,
as defined by the Health Insurance Portability and Accountability Act, and personally identifiable information. As of the date of this
annual report, this incident has not had a materially adverse impact on our results of operations and the matter was closed in 2024.

 However, we
have incurred expenses, and may incur in the future expenses and losses, related to this incident.

 We
continue to operate primarily remotely using employee laptops and accessories and secure, cloud-based data storage and access. As part
of accommodating remote work, we rely on technology, software, hardware, and internet access and home resources of individual employees.
We also have less control over the hardware, physical security of equipment, and maintenance of equipment used by our off-premises employees.
Although we have implemented employee IT security training, instant remote access termination, remote hard drive wipe capabilities, and
other systemic enhancements to increase security, we are still exposed to additional security and system failure risks through our accommodation
of remote work.

 Any
compromise or perceived compromise of our security (or the security of our third-party service providers) could damage our
reputation and our relationship with our customers, third-party administrators, insurers, enrollees, vendors and employees; reduce
demand for our services; and subject us to significant liability as well as regulatory action. Cybersecurity breaches or failure to
meet customer or other required cybersecurity standards could cause us to experience reputational harm, loss of customers, loss
and/or delay of revenue, loss of proprietary data, loss of licenses, regulatory actions and scrutiny, sanctions or other statutory
penalties, litigation, liability for failure to safeguard customers' information, financial losses or a drop in our stock
price.

 We
cannot assure that we can maintain cyber liability insurance coverage and we could be subject to uninsured liabilities.

 While
we seek to maintain cyber liability insurance coverage and currently have such a policy in place, we cannot assure that we will be able
to obtain or have continual cyber liability insurance coverage in the future, that available cyber liability insurance will be adequate
to cover our liabilities or will not be cost prohibitive to maintain, or that claims will be covered by policies in place.

 As
discussed elsewhere in this annual report, we responded to a cybersecurity incident in fiscal year 2023. We made a claim related to that
incident under the cyber liability insurance policy in effect at that time. While that claim has been covered thus far, we received a
notice of non-renewal of that policy. We were able to obtain new cyber liability insurance, but we cannot assure that we will be able
to in the future.

 Additionally,
cyber liability insurance is subject to policy limitations and exclusions. If the limits of our cyber liability policies are exhausted,
in whole or in part, it could deplete or reduce the limits available to pay other material claims applicable to that policy period. Further,
our cyber liability insurance carrier could become insolvent and unable to fulfill its obligations to defend, pay or reimburse us when
those obligations become due. The loss of or material reduction in cyber liability insurance could also materially affect our ability
to contract with current or future customers depending on the cyber liability insurance requirements they require us to have. In any
of these cases, or if payments of claims exceed our limits or are not otherwise covered by insurance, it could have an adverse effect
on our business, financial condition, or results of operations.

 Our
financial performance is tied to the availability, quality and functionality of the information technology platforms we can acquire or
license from third parties to provide our services, the loss of which could disrupt our business and ability to remain competitive.

 The
effective and competitive delivery of our services is increasingly dependent upon information technology resources and processes provided
by third-party vendors. In addition to better serving our customers, the effective use of technology increases efficiency and enables
us to reduce costs. Our future success will depend, in part, on our ability to address the needs of our customers by using technology
to provide services to enhance customer convenience, as well as to create additional efficiencies in our operations. We are largely dependent
on licensing and integrating various information technology systems and software from third parties for delivery of our services, the
loss, ineffective management or malfunction of which could jeopardize all or parts of our ability to deliver our services. For example,
in 2022 we had difficulties implementing new utilization review and medical case management software and had to transition to another
vendor after the first vendor was unable to provide fully functioning software. During those transitions, our automated processes had
to be performed manually, which caused delays in providing services and invoicing our customers, reduced productivity, and increased
outsourcing costs. While the replacement software has restored our ability to provide services, certain important functionalities are
still being developed. We cannot be assured that the new software system will remain functional, nor whether adequate software will be
available from any source in the future. We anticipate that we will continue to rely on third-party software for our services in the
future and many of the risks associated with the use of third-party software cannot be eliminated.

 Further,
there can be no assurance that we will be able to effectively implement new technology-driven products and services, which could reduce
our ability to compete effectively, particularly because many of our competitors have greater resources to invest in technological improvements
than we do. The ability to provide our services may also suffer from the impacts of industry consolidation, as larger companies privatize,
acquire, develop, retire or limit the licensing of the software we currently rely on for providing our services. For example, the software
we used for our utilization review and medical case management services was purchased by a larger competitor and the software was discontinued
because the competitor already had its own software. This resulted in us acquiring new utilization review and medical case management
software and experiencing implementation problems, as discussed in the preceding paragraph. The cost of technologies we rely on may also
change drastically, changing the profitability profiles of certain services and, in extreme cases, the viability of that line of business
for us. Because we rely heavily on various technologies and their ability to integrate with other critical systems to provide our services,
the occurrence of any of these events could have a material adverse impact on our business, results of operations and financial condition.

 The
adoption, use, and reliability of disruptive technologies such as artificial intelligence technology ("AI"), and the continued
rapid pace of development of such technologies, are inherently uncertain and present risks that could have a material adverse effect
on our business and results of operations.

 As
technology in our industry changes and evolves, keeping pace may become increasingly complex and expensive, or not possible, and could
result in substantial increases in costs or a reduction in the demand for our services. Disruptive technologies such as AI increasingly
present risks that could render our services uncompetitive, unprofitable, or even obsolete, and require us to alter our business plans.

 The
failure by us to compete with AI-based competitive services, integrate AI into our services, or accommodate the AI needs of our customers
could have a material adverse effect on our business. Our efforts to integrate AI into our services are inherently risky and may not
always succeed or be profitable. Our recent efforts to incorporate AI enhancements into some of our services were determined not to be
cost-efficient when combined with our claim volumes and the specific means through which we provide our services. We cannot assure that
we will be able to incorporate AI or other technology enhancements into our services cost-effectively, or at all. However, our competitors,
including those with higher claim volume, more staff or less expensive offshore medically licensed staff, or different services models
may be able to more quickly and profitably incorporate AI into their products and services, which could impair our ability to compete
effectively.

 In
addition, one of our market differentiators is our expertise and specialized application of strategic tools to each service line of our
customers' programs. We believe this makes our services higher quality and more valuable to our customers; though, these services
currently require human expertise and intervention to implement. Many of our competitors use AI or other forms of automation that lower
their operating costs for their services. The growing adoption of artificial intelligence and automation by our customers and their other
service providers also presents the risk that our customers will begin to expect us to adopt these technologies and potentially terminate
our services if we do not.

 The
adoption of AI by us, the healthcare industry and the software upon which we rely to provide our services, introduces various risks,
including dependency on potentially inaccurate or unreliable AI-generated outputs, potential for data privacy and security breaches,
intellectual property infringement or disputes, challenges in complying with rapidly-evolving AI regulations across multiple jurisdictions,
and unforeseen consequences of AI integration into the workers' compensation industry. The failure to address these risks adequately
may negatively impact our operations, reputation, and financial performance. Additionally, as AI technology continues to evolve rapidly,
other unforeseen risks may emerge that could adversely affect our business, financial condition, and results of operations.

 An
interruption in our ability to access, review or deliver data may cause customers to terminate our services and/or may reduce our ability
to effectively compete.

 Certain
aspects of our business are dependent upon our ability to store, retrieve, process and manage data, and to maintain and upgrade our
data processing capabilities. Interruption of data processing capabilities for any extended length of time, loss of stored data,
programming errors or other system failures could cause our customers to terminate our services and could have a material adverse
effect on our business and results of operations. For example, during our fourth quarter of 2022, our utilization review and medical
case management services were interrupted when we transitioned to different software for those functions. Although the current
software has restored our ability to provide services, we continue to experience delays in invoicing several of our customers. We
cannot assure that these customers or other customers that may be affected in the future, will not dispute the amounts invoiced or
otherwise terminate our services due to these or potential future functionality problems.

 In
addition, we expect that a considerable amount of our future growth will depend on our ability to process and manage claims data more
efficiently and to provide more meaningful healthcare information to customers and payors of healthcare. There can be no assurance that
our current data processing capabilities will be adequate, that we will be able to efficiently upgrade our systems to meet future needs,
or that we will be able to develop, license or otherwise acquire software to competitively address market demands.

 If
we are unable to safeguard the security and privacy of confidential data, including personal information of our customers and their employees,
or comply with applicable data privacy laws, our reputation and business could be harmed.

 We
are subject to data privacy related risks. Our services involve the collection and storage of confidential and personal information (including
protected health information as defined by the Health Insurance Portability and Accountability Act) and the transmission of this information,
most often electronically. For example, we collect personal information of our employees and our customers' employees. We cannot
guarantee such information is invulnerable to security breaches and other unauthorized access by third parties. In certain cases, such
information is also provided to third parties, the transmission of which is also subject to security risks. Once such information is
in the control of the third parties, we are most often no longer able to control the use of such information, or the security protections
employed by such third parties.

 For
example, and as discussed in more detail in Item 1C. Cybersecurity, the third-party vendor that provides our managed file transfer as
a service system experienced a data security incident that affected many of its customers, including the Company. The threat actor in
this incident accessed certain of our customers' employees' and other third parties' data and such data included protected
health information, as defined by the Health Insurance Portability and Accountability Act, and personally identifiable information. We
have provided the required notifications to the data owners, and where appropriate, to the individuals affected by the incident and to
various State Attorneys General. As of the date of this annual report, this incident has not had a materially adverse impact on our results
of operations. However, we cannot assure that there will not be future impacts from this incident on our business, results of operations
and other potential liabilities.

 In
addition, as new data privacy and security laws are implemented, we may be unable to timely comply with such requirements, or such requirements
may not be compatible with our current processes. Changing our processes to address new data security laws or customer requirements could
be time-consuming and expensive and the failure to timely implement the required changes could result in our inability to sell our services
or retain customers. For example, the California Consumer Privacy Act ("CCPA") and amendments made to it through the California
Privacy Rights Act ("CPRA"), can require certain businesses to give California consumers more control over their data and
share certain notices regarding their privacy practices. We believe we are currently exempt from compliance with the CCPA and CPRA, but
if we have misinterpreted the existing exemptions, or if amendments to or official guidance related to these laws changes the availability
of these exemptions to us, we may incur significant costs, administrative burdens, and legal liabilities as a result.

 The
collection and transmission of confidential and personal information subjects us to numerous related security breach risks and regulatory
compliance risks. Our failure to comply with evolving regulatory requirements related to the collection and transmission of such information
or the loss, unauthorized disclosure or access of such information could lead to significant reputational or competitive harm, result
in litigation, governmental or regulatory proceedings, or cause us to incur substantial liabilities, fines, penalties, or expenses.

 Licensure
and Regulatory Risks

 Failure
to maintain our licenses and/or accreditation would have a material, adverse impact on our business and results of operations.

 Our
HCOs require operating licenses from and our MPNs require approval by the state of California. If the California governing body were
to determine that we have failed to comply with the licensure or approval requirements, it has the authority to deny, suspend or revoke
our licenses or approvals. Further, our HCO licenses and MPN approvals must be recertified every three years and reapproved every four
years, respectively. If our licenses or approvals were suspended, revoked, or not recertified or reapproved we would no longer be able
to operate our HCO and/or MPN networks. In addition to the reduction in revenue we would experience from the loss of our HCO and/or MPN
operations, the other services we offer would likely also be impacted negatively as many of the customers for our utilization review,
medical bill review and medical case management services are derived from our HCO and MPN customers.

 There
are also risks that California reduces support for, or discontinues or alters the HCO and MPN programs. The HCO program, though effective,
is the predecessor to the more utilized MPN program in California. As a result, there is a risk that the state's resources and
expertise in certifying HCO programs may become limited to such an extent that we or the state decide to terminate the re-licensing HCO
programs, or the state amends or repeals the legislation authorizing HCOs. MPNs may also be at risk of legislative amendment or repeal
due to pressures from various industry interest groups in California. Changes to or cessation of either program, by whatever cause, could
have materially adverse effects on our business and results of operations.

 Similarly,
the state of California requires workers' compensation organizations performing utilization review in California to be accredited
by URAC and undergo a routine investigation by the California Division of Workers' Compensation every five years. We must be reaccredited
by URAC every three years. If we were to lose our URAC accreditation or fail to earn reaccreditation, we would experience a loss of utilization
review revenue in California and possibly other states. Other states in which we currently perform utilization review/utilization management
each have different standards for authorizing utilization review organizations. If we were to fail our routine investigations or meet
those varied standards or experience administrative difficulty managing the maintenance of these various certifications and approvals,
we could experience a loss or reduction in utilization review revenue and/or fines or penalties.

 Our
costs of operation and/or demand for our services may be negatively impacted by changes in government regulations.

 Our
primary business operations are subject to licensing and other regulatory requirements in California, including minimum qualification
standards for personnel, confidentiality, internal quality control and dispute resolution procedures. The cost of compliance with these
regulatory programs can increase our costs of operation, which may make it difficult for us to compete with other available alternatives
for workers' compensation healthcare cost control.

 The
healthcare and workers' compensation regulatory environment is subject to ongoing change that presents risks to the continued
or efficient provision of our services. While we try to be involved in the California legislative process and to stay informed on
industry developments, we cannot predict what additional government initiatives affecting our business, if any, may be promulgated
in the future. We cannot assure that we will always be able to adapt to new or modified regulatory requirements or to keep in force
necessary licenses and government approvals. Proposals for healthcare legislative reforms are regularly considered at the federal
and state levels, and more recently Presidential executive orders have been issued that may impact the health care industry,
including those focused on restructuring and streamlining government agencies and reducing or eliminating regulations and federal
government programs and other expenditures. To the extent that such actions affect workers' compensation, it may render us
unable to deliver services profitably, reduce demand for our services, or require us to develop new or modified services. Any of
these factors could materially impact our results of operations.

 Industry
Trend Related Risks

 Challenges
to the use of certain healthcare cost containment techniques may cause our revenue to decrease.

 Within
our industry there has been a movement among certain medical and healthcare providers and injured worker applicants' attorneys
to challenge the use of cost containment techniques. Some have even resorted to litigation to challenge the application of cost containment
and medical control measures. This includes challenges to insurers' claims adjudication, reimbursement decisions, and choice of
medical provider and treatments. While these lawsuits have not yet involved us or any services we currently offer, we may be subject
to them in the future, and the impacts of other legal challenges may negatively impact our ability to provide certain cost containment
services in the future, which could result in material adverse effects on our revenues.

 Increased
use of early intervention services could negatively impact our revenue.

 Our
revenue could be negatively impacted by the increased use of early intervention services such as injury occupational healthcare, first
notice of loss, and telephonic case management services. The implementation at an early stage in the workers' compensation claim
by healthcare payors of these early intervention services can lead to decreases in the average length of, and the total costs associated
with, a healthcare claim, which may reduce or even eliminate the need for the later stage network and healthcare management services
we provide.

 Declines
in workers ' compensation claims could materially impact our financial
condition and results of operations.

 Some
of our customers' industries are labor intensive, which can result in higher workers' compensation claims. However, with
the rise in costs or unavailability of labor our customers may use technology to replace some of their workforce. This may cause a decline
in the frequency or severity of the workers' compensation claims and reduce the need for our services. Changes in the strength
of the economy also affect the size and activity of the workforce and consequently the level of workers' compensation claims. These
factors can cause cyclical and permanent material adverse impacts on our results of operations.

 Risks
Related to Owning our Securities

 The
price and trading volume of our common stock may be volatile, which may negatively affect its value and liquidity.

 The
market price of our common stock may be volatile and subject to fluctuations. During the twelve-month period ended December 31, 2024,
the low bid price for our common stock was $0.53 per share and the high bid price was $0.88 per share. Our common stock is currently
quoted on the OTCQB, which is generally a thinly traded market that lacks the liquidity of certain other public markets. Additionally,
there is a limited number of our shares of common stock outstanding, which may further limit the liquidity of our shares. Moreover, in
the past, stock markets have experienced price and volume fluctuations that have particularly affected companies in the healthcare and
managed care markets resulting in changes in the market price of the stock of many companies, which may not have been directly related
to the operating performance of those companies. We cannot assure that the market price for our common stock will not fluctuate or decline
significantly in the future or that there will be sufficient trading volume in our common stock to allow our shareholders to sell their
shares in the market when they desire to do so.

 Our
Chief Executive Officer, President and Chairman of the board of directors has the ability to exercise significant control over the Company.

 Tom
Kubota, our Chief Executive Officer, President and Chairman of the board of directors beneficially owns 8,410,000 common shares, or approximately
65.7% of our outstanding common stock. Since 2008, Mr. Kubota has held a majority of our outstanding common stock and voting control
of the Company. Mr. Kubota also holds 16,000 shares of our Series A convertible preferred stock, which represents 100% of the outstanding
shares of Series A convertible preferred stock. In most matters, our Series A convertible preferred stock is treated on parity with our
common stock on a share-for-share basis, with the exception that each share of Series A convertible preferred stock is entitled to 20,000
votes of common stock on all matters submitted to a vote of our common stockholders. The Series A convertible preferred stock is convertible
to shares of our common stock on a one share for one share basis at the election of the holder thereof. This capital structure may be
viewed positively, negatively or indifferently by the market, investors, and potential acquisition targets. If it is viewed negatively,
it could affect the liquidity and/or market price for our common stock, and our ability to participate in merger and acquisition or capital-raising
transactions.

Risk Factors

 Restrictions
on immigration or changes in immigration laws and policy could have adverse impacts on our condition and the condition of our customers
and their workforces, and the healthcare industry, which could have an adverse impact on our results of operations and financial condition.

 The
political environment in the United States in recent years has included significant support for immigration legislation and enforcement
changes, including most recently the new Presidential Administration's executive orders on immigration. This has resulted in uncertainty
regarding the effects of national immigration policies and enforcement practices. These effects may include risks of labor shortages
and increased labor costs for us, our customers and the healthcare industry.

 Workers
in California are eligible for workers' compensation benefits regardless of their immigration status. Given that most of our customers
are based in California, if new immigration policies and enforcement adversely affect our customers' workforce composition or participation
it could result in a decline in the number of workers' compensation claims filed (either due to lower overall employee counts or
reduced reporting of workplace injuries), a decline in the overall number of employees employed by our customers (impacting our service
lines billed based on total employee count), our customers closing or downsizing California locations due to lack of adequate and economically
feasible labor resources, and other factors. Further, if new immigration policies and enforcement adversely impact the financial condition
of our customers it may affect our customer's willingness or ability to spend on the services we provide.

 In
addition, changes in immigration policies and enforcement may impact our network of medical providers and our ability to provide network
administration at the level required by our customers or state regulatory bodies. The healthcare industry is increasingly facing a nationwide
shortage of healthcare personnel. We believe that foreign-trained medical providers comprise a significant part of medical providers
that treat workers' compensation cases. While we do not know the immigration status of the health care providers in our networks,
if new immigration policies and enforcement have the effect of materially reducing the number of medical providers in California, it
could adversely affect our medical provider networks, or otherwise contribute to increased labor shortages in healthcare, which could
have an adverse impact on our ability to provide adequate network coverage, to maintain the quality of our networks, to charge for network
services for customers in certain locations, or to meet the network composition standards required to maintain our certifications. Any
of these events could materially adversely affect our business and financial results.

 Changes
in U.S. trade policies and retaliatory responses from other countries may adversely impact our customers' businesses and result
in a reduction or elimination of our services.

 U.S.
trade policies have changed with the new U.S. Presidential administration, which brings uncertainty as to the effects of the implementation
of such policies, such as new tariffs and retaliatory responses to them. New tariffs and effects of potential trade wars may result in
increased costs for our customers and other risks related international trade uncertainty. While it is still too early to ascertain the
impact or potential increased escalation of these trade policies, the effects may include a contraction of our customers' business
and headcounts, a decrease in our customers' business spending, including on our services, and customer business closures, each
of which would likely have a material adverse impact on our business and results of operations.

 Even
if we are successful in making strategic acquisitions, it could have a negative impact on our business.

 From
time to time, management evaluates potential opportunities to expand our business through strategic acquisitions. To date, we have been
unsuccessful in our efforts to identify suitable acquisition candidates. Even if we are successful in identifying and making strategic
acquisitions, there can be no assurance such acquisitions will positively impact our business and the results of operations. Acquisitions
are subject to numerous risks. Expenses arising from our acquisition efforts could have a negative impact on operating results, at least
in the short term. If such transactions do occur, there can be no assurance that we will be able to effectively integrate the acquired
businesses. In addition, any such transactions would be subject to various risks associated with the acquisition of businesses, including,
but not limited to, the following:

 an
 acquisition may (i) negatively impact our results of operations because it may require incurring
 large one-time charges, substantial debt or liabilities; (ii) require the amortization or
 write down of amounts related to deferred compensation, goodwill and other intangible assets;
 or (iii) cause adverse tax consequences, substantial depreciation, or deferred compensation
 charges;

 we
 may encounter difficulties in assimilating and integrating the businesses, technologies,
 products, services, personnel, or operations of companies that are acquired, particularly
 if key personnel of acquired companies decide not to work for us;

 an
 acquisition may disrupt ongoing business, divert resources, increase expenses, and distract
 management;

 the
 acquired businesses, products, services, or technologies may not generate sufficient revenue
 to offset acquisition costs;

 we
 may have to issue equity or debt securities to complete an acquisition, which would dilute
 the position of stockholders and could adversely affect the market price of our common stock;
 and

 the
 acquisitions may involve entry into a geographic or business market in which we have little
 or no prior experience.

 There
can be no assurance that we will be able to identify or consummate any future acquisitions on favorable terms, or at all, or that any
future acquisitions will not have an adverse impact on our business or results of operations. If suitable opportunities arise, we may
finance such transactions through debt or equity financing. There can be no assurance, however, that such debt or equity financing would
be available to us on acceptable terms or at all when, and if, suitable strategic opportunities arise.

 Litigation
and legal liability may adversely affect our financial condition and results of operations.

 In
instances where we make recommendations concerning the appropriateness of providers' medical treatment plans for patients, we could
potentially be exposed to legal claims from adverse medical outcomes. We do not believe we engage in the practice of medicine or medical
services. Similarly, we do not grant or deny claims for payment of benefits. Notwithstanding this, there is nothing that bars someone
from making a claim that the services we provide constitute the practice of medicine or the delivery of medical services.

 In
addition, we cannot assure that we will not be the subject of litigation, including but not limited to, being joined in litigation brought
against one of our customers in the managed care industry. While we maintain professional liability insurance and such other coverages
as we believe are reasonable considering our experience to date, this coverage may be insufficient. We also cannot assure that insurance
companies will always make insurance available to us at a reasonable cost to protect us from significant future liability. If we become
subject to litigation our business, financial condition or results of operations could be negatively impacted.

 Competition
for qualified employees and increasing costs of employee benefits may result in increased labor cost and decreased profitability.

 It
can be difficult for us to hire and retain qualified and capable individuals to fill roles for our day-to-day operational staff and for
more senior or specialized employees. Moreover, the cost associated with employee benefits can experience significant increases based
on economic factors beyond our control. We compete in the employee market with many larger, more established companies, many of which
have greater resources and offer more robust benefits. Our failure to hire and retain employees within our current pay structure and
increases in employee benefits costs could result in increased operating expenses and decreased profitability. Since the economic instability
caused by the pandemic, we have had some opportunity to take advantage of a labor market more favorable to employers by hiring highly
qualified employees at rates within our budget and in locations with lower costs of living; however, recent macroeconomic inflationary
trends may bring back challenges in hiring and retaining the necessary employees.

 The
effects of inflation may have a disproportionate impact on our business.

 The
majority of our assets and liabilities are monetary in nature, as opposed to businesses that have significant investments in fixed assets
or inventories. Because of this, the effects of rising inflation may impact us more than many other businesses, including the value of
holding on to our cash position over time and related ability to capitalize on potential acquisition opportunities. Rising inflation
can also adversely impact the profit margins for our customers who have fixed contract pricing, the pricing our vendors charge us, and
our salary and wage expenses in our efforts to retain and attract employees. Further, inflation may affect our customers similarly and
their ability to maintain and grow employee head counts. Inflation may also affect the general level of interest rates, which, among
other things, will likely increase borrowing costs and preclude further growth of our business and the business of our customers.

 Acts
of war, terrorist attacks, natural disasters, and health crises (including epidemics and pandemics), may harm our business, operating
results, and financial condition.

 Acts
of war, terrorist attacks, natural disasters, health crises or other similar events may disrupt our operations, as well as the operations
of our customers. Such events have the potential to create significant volatility, uncertainty, and worldwide economic disruption, resulting
in an economic slowdown of potentially extended duration, as seen with the COVID-19 pandemic. Such events could adversely affect our
business and financial results, and they may also have the effect of heightening many of the other risks described throughout this annual
report.

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM 1C. CYBERSECURITY

 Risk Management
and Strategy

 We
recognize the importance of maintaining the trust and confidence of our customers, business partners, and employees, and cybersecurity
represents an important component of our overall approach to enterprise risk management. Our approach to cybersecurity risk management
is aligned with our risk profile and business, and includes efforts towards meeting the standards for an organization of our size and
type in conjunction with the National Institute of Standards and Technology. We also utilize a third-party IT vendor to manage the technological
security and efficacy of our systems, including a Virtual Chief Information Officer, a Virtual Chief Information Security Officer, and
other IT specialists who manage our IT and cybersecurity needs. In April 2024, the Company engaged the services of a cybersecurity company
that works in conjunction with our managed IT vendor to provide additional cybersecurity management.

 Our
cybersecurity risk management is designed to employ technology and security practices across our operations and business functions, including
vulnerability assessments, detecting and responding to cybersecurity incidents, cybersecurity crisis preparedness and incident response
resources, vulnerability scans and IT security risk assessments, and progressive investments in cybersecurity infrastructure and technology
designed to reduce cybersecurity risks. Notable aspects of our cybersecurity risk management include:

 efforts
 towards adoption of the National Institute of Standards and Technology (NIST) Cybersecurity
 Framework;

 periodic
 IT risk assessments conducted by an external cybersecurity consultant;

 log
 management;

 Security
 Information Event Management (SEIM) and Security Operation Center Incident Response;

 vulnerability
 management;

 enterprise-wide
 security and privacy measures;

 IT
 security, cybercrime, privacy, and HIPAA security training provided to employees and independent
 contractors;

 periodic
 social engineering and phishing testing for employees;

 encrypted
 and air-gapped data backups;

 periodic
 dark web monitoring and vulnerability scans; and

 periodic
 review of disaster preparedness, incident response, and business continuity plans with cybersecurity
 consultants.

 We
intend to continue to leverage the support of third-party information technology and security providers, including to perform risk assessments
designed to identify, assess, and manage cybersecurity risks. We assess on an ad-hoc basis the data protection practices of certain of
our third-party vendors who handle our data, which assessments include the assessment of vendor data protection policies, disclosure
of changes to data protection policies or practices, maintenance of cyber liability insurance, and provision of certifications, assessments,
or other documentation as deemed relevant.

 As of the
date of this annual report, we maintain cyber liability insurance that provides cyber incident response coverage. However,
costs, damages, and remediation associated with cybersecurity incidents may not be adequately insured under our insurance policy and
may be subject to applicable deductibles, to the extent that they are covered. See also " We cannot assure that we can
maintain cyber liability insurance coverage and we could be subject to uninsured liabilities. " in Item 1A, Risk
Factors, of this annual report for additional discussion of risks related to our cyber liability insurance.

 As
previously disclosed, in fiscal year 2023, Fortra, LLC, the third-party vendor that provides the GoAnywhere managed file transfer as
a service system (MFTaaS), experienced a data security incident that affected many of Fortra's customers, including us. We use
GoAnywhere as a means by which our customers electronically share certain data regarding their employees and other third parties with
us. Our understanding is that this activity was the result of the threat actor's exploit of a zero-day vulnerability in Fortra's
systems. Based on the information we have obtained from Fortra and our own diligence, we understand that this activity only affected
Fortra's systems, and did not involve unauthorized access to our information systems. However, the threat actor in this incident
accessed certain of our customers' employees' and other third parties' data and such data included protected health
information, as defined by the Health Insurance Portability and Accountability Act, and personally identifiable information. We engaged
outside experts to assist in investigating and responding to this incident and have provided the required notifications to the data owners,
and where appropriate, to the individuals affected by the incident and to various State Attorneys General.

 As
of the date of this annual report, this incident has not had a materially adverse impact on our results of operations and the matter
was closed in 2024. Though our response has not included material changes to our cyber risk management, strategy, or governance, we have
taken or plan to take additional cybersecurity measures to continue to advance our cybersecurity policies, practices, and technology.
We have incurred expenses, and may incur in the future expenses and losses related to this incident. See also the risks included below
the heading " Cybersecurity, Information Technology and Outsourced Services Related Risks " in Item 1A, Risk Factors,
of this annual report for additional discussion of risks related to cybersecurity.

 Governance

 Our
entire board of directors is responsible for the strategic leadership and direction of our cybersecurity program and has oversight over
cybersecurity risks. Our management may provide periodic presentations to the board on our cybersecurity program, including updates on
cybersecurity risks, strategy and incident management, as applicable. Our cybersecurity risk management is also administrated at a management
level through a multi-disciplinary Technology Business Review Committee comprised of members of our operational and organizational management,
as well as our outsourced Virtual Chief Information Officer. The Technology Business Review Committee is tasked with identifying and
monitoring what we believe to be the key technology risks currently facing the Company, including cybersecurity risks. The committee
meets on at least a quarterly basis and on an as-needed basis to address risks, regulatory requirements, potential threats, vulnerabilities,
available mitigation strategies and technologies, operational imperatives and changes, and progress updates on relevant projects related
to our IT and cybersecurity.

 In
addition, we undergo an annual IT risk assessment reviewed by a third-party IT vendor, with significant or actionable findings reported
to the Technology Business Review Committee. The annual IT risk assessment identifies our risk status on various IT security metrics
and prioritizes remediation, external vulnerability scan results, patching reports, dark web status, and personnel IT security training
reports. This annual third-party review helps further monitor and inform our Technology Business Review Committee's work and our
cybersecurity risk management and strategy.

 ITEM 2. PROPERTIES

 On
April 1, 2022, the Company moved office locations from 1201 Dove Street, Suite 300 in Newport Beach, California to 19800 MacArthur Boulevard,
Suites 306 & 307, in Irvine, California, under a one-year lease. The Company renewed the lease on December 10, 2024, for an additional
12 months, with a new expiration of March 31, 2026. This office space now serves as the principal executive office of the Company, as
well as the principal office of the Company's operating subsidiaries. The new office space is for the executive team and shared
office space for key employees to use as needed. We have decided to keep the majority of our workers remote, which gives us the flexibility
to hire employees inside and outside of the state of California. We anticipate our new office space will be suitable and adequate for
our needs for the duration of the lease. Our telephone number is 949-721-8272.

 ITEM 3. LEGAL PROCEEDINGS

 For information regarding legal proceedings, see Note
11 - Commitments and Contingencies in the notes to our consolidated financial statements included in this annual report, which
discussion we incorporate by reference into this Item.

 ITEM 4. MINE SAFETY DISCLOSURES

 Not applicable.

 PART
 II

 ITEM 5. MARKET FOR REGISTRANT ' S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
 Information

 Our
common stock is traded on the OTCQB under the ticker symbol " PFHO." The following table presents the published quarterly
high and low bid quotations for the periods indicated and was furnished to us by OTC Markets Group, Inc. These quotations reflect inter-dealer
prices without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

 High

 Low

 Fiscal year ended December 31, 2024

 Fourth Quarter

 $
 0.84

 $
 0.68

 Third Quarter

 $
 0.84

 $
 0.78

 Second Quarter

 $
 0.88

 $
 0.53

 First Quarter

 $
 0.70

 $
 0.57

 Fiscal year ended December 31, 2023

 Fourth Quarter

 $
 0.80

 $
 0.67

 Third Quarter

 $
 0.88

 $
 0.82

 Second Quarter

 $
 0.93

 $
 0.87

 First Quarter

 $
 0.96

 $
 0.77

 Holders

 As
of March 13 2025, we had 284 shareholders of record holding 12,800,000 shares of our common stock. The number of record shareholders
was determined from the records of our stock transfer agent and does not include beneficial owners of common stock whose shares are held
in "nominee" or "street" name by banks, brokers, and other financial institutions.

 Dividends

 Our
ability to pay dividends is subject to limitations imposed by Utah law. Under Utah law, dividends may not be paid if, after giving effect
to the dividend; a) the company would be unable to pay its debts as they become due in the usual course of business; or b) the company's
total assets would be less than the sum of its total liabilities plus the amount that would be needed to satisfy the rights of any holders
of preferential rights whose rights are superior to those receiving the dividend.

the year ended December 31, 2023, our board of directors declared a special one-time cash dividend of $0.10 per share on each share
of Company common stock outstanding at the record date of June 5, 2023. On June 20, 2023, the Company issued $1,281,600 in one-time
cash dividends. Pursuant to the rights provided in the Designation of Rights, Privileges and Preferences of Series A Preferred Stock
dated December 27, 2019, holders of the Company's Series A Preferred Stock participated in the dividend payment based on the
number of shares of Series A Preferred Stock held on the record date.

 Securities
Authorized for Issuance Under Equity Compensation Plans

 Information
regarding securities authorized for issuance under our equity compensation plans is set forth under the heading " Equity Compensation
Plans " in Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters of
this annual report.

 Performance
 Graph

 Smaller reporting
companies are not required to provide the information required by this Item.

 Recent
Sales of Unregistered Securities

 Except
as previously reported in our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K, we have not sold any equity securities
during the year ended December 31, 2024, which were not registered under the Securities Act of 1933, as amended.

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

 We did not
repurchase any of our equity securities during the year ended December 31, 2024.

 ITEM 6. RESERVED

 ITEM 7. MANAGEMENT ' S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The following is a discussion of our financial condition
and results of operations for the years ended December 31, 2024 and 2023, and other factors that are expected to affect our prospective
financial condition. The following discussion and analysis should be read together with our consolidated financial statements and related
notes included in Item 8 Financial Statements and Supplementary Data of this annual report.

 Some
of the statements set forth in this section are forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995. Actual future results may differ materially from those expressed in the forward-looking statements. We disclaim any obligation
to update or revise any forward-looking statements based on the occurrence of future events, the receipt of new information, or otherwise.
For further information about forward-looking statements and the factors that could cause actual results or events to differ materially
from anticipated results or events, please see " Cautionary Statement Regarding Forward-Looking Statements " and Item
1A Risk Factors of this annual report.

 Summary
of Fiscal Year 2024

the year ended December 31, 2024, total revenues increased 8% compared to fiscal year 2023. During fiscal year 2024, revenue from MPN,
medical bill review, utilization review, medical case management, and other services increased by 19%, 6%, 11%, 29% and 20%, respectively;
and revenue from HCO decreased 18% compared to fiscal year 2023.

 From
fiscal year 2023 to fiscal year 2024, operating expenses increased by 5%, primarily as a result of increases in salaries and wages, and
general and administrative expenses. The increases were partially offset by decreases primarily in bad debt provision and data maintenance
expenses. As a result, there was a 26% increase in our income from operations from fiscal year 2023 to fiscal year 2024.

 Our
net income increased 15%, from $767,928 in fiscal year 2023 to $883,584 in fiscal year 2024, as a result of the increase in our net
income from operations, as well as a 1% increase in interest income from our investment in U.S. Treasury bills. The increase in net
income was partially offset by a 19% increase in income tax provision related to additional revenues earned during fiscal year 2024.
Basic and fully diluted earnings per share during fiscal year 2024 were $0.07 and $0.07, respectively, compared to $0.06 and $0.06,
respectively, during fiscal year 2023.

 Revenue

 We
derive revenue from fees charged for HCO notifications, HCO/MPN program administration, HCO/MPN custom networks, HCO/MPN claim network
fees, medical bill review, utilization review services, medical case management and employee advocate services, Medicare set-asides,
and network access.

 HCO

 HCO
revenue is generated from fees charged to our employer customers for annual and new hire notifications to enroll their employees into
our HCO program, annual or monthly program administration, custom network fees, claim network fees to access our HCO provider networks,
and fees for other ancillary services they may select.

 MPN

 Like
HCO revenue, MPN revenue is generated from fees charged to our employer customers for monthly program administration, custom network
fees, and claim network fees to access our MPN provider networks. Unlike HCOs, from which we derive revenues from annual and new hire
notification fees, MPNs do not require annual and new hire notifications and as such we do not generate related revenues.

bill review

 California
and many other states have established fee schedules for the maximum allowable fees payable under workers' compensation for a
variety of procedures performed by medical providers. Many procedures, however, are not covered under the fee schedules, such as
hospital bills, which still require review and negotiation. Medical bill review involves analyzing medical provider
services and equipment billing to ascertain proper reimbursement. Our medical bill review services include coding review and re-bundling, confirming that the services are customary and reasonable, fee schedule compliance, out-of-network bill review, pharmacy
review, and preferred provider organization repricing arrangements. Our medical bill review services can result in significant
savings for our customers. Revenue for medical bill reviews is generated based on a set fee per medical bill reviewed and a
percentage of savings of the preferred provider organization discounts. Hospital bill review services generate revenue on a
percentage of savings off of the hospital bill, usually with a negotiated cap.

 review

review is the review of medical treatment requests by providers to provide a safeguard for employers and injured employees against unnecessary
or inappropriate medical treatment from the perspective of medical necessity, quality of care, appropriateness of decision-making, and
timeliness of treatment. Its purpose is to reduce employer liability for medical costs that are not medically appropriate or approved
by the relevant medical and legal authorities and the payor. We generate revenue when we receive a referral for a request for authorization
of treatment from a claims adjuster. We bill by the number of treatment requests and the level of expertise of the reviewer required
to approve, modify, or deny the request.

case management

case management oversees the injured employees' medical treatment to ensure that it progresses to a resolution and assures treatment
plans are aligned from a medical perspective. Medical oversight is a collaborative process that assesses, evaluates, coordinates, implements
and monitors medical treatment plans and the options and services required to meet an injured worker's health needs. Our medical
case management services are performed by nurses who are licensed by the state and have expertise in various clinical areas and backgrounds
in workers' compensation matters. We work to manage the number of nurses in our program to maintain our ratio of claims per nurse
at a level that ensures timely and appropriate medical care is given to the injured worker and facilitates faster claim closures for
our customers.

 We
also offer employee advocate services, which is similar to medical case management in that it utilizes our medical case managers who
provide similar services; however, the medical case manager is an advocate for the employee. We generate revenue from these services
when we receive a workers' compensation claim and a medical case manager is assigned to oversee the injured workers' medical
treatment, with billing based on the number of hours a medical case manager works on the claim.

 Other

 Other
revenue consists of revenue derived from network access fees charged for network access for preferred provider organizations, ancillary
legal support services, Medicare set-aside and workers' compensation carve-out services.

 The following table sets forth, for the years ended
December 31, 2024, and 2023, the percentage each revenue item identified in our consolidated financial statements contributed to total
revenues during the respective period.

 2024

 2023

 HCO

 %

 %

 MPN

 %

 %

 Medical bill review

 %

 %

 Utilization review

 %

 %

 Medical case management

 %

 %

 Other

 %

 %

 Expense

and wages

and wages reflect employment-related compensation we pay to our employees, payroll processing, payroll taxes and commissions.

 fees

fees include fees we pay to third parties to provide IT, financial, marketing, lobbying, in-house legal services related to the various
services we offer, medical consulting, field medical case management, and board of directors' fees for board meetings, as well
as legal, accounting, and other professional services fees.

expenses are comprised primarily of health insurance benefits offered to our employees, directors' and officers' liability
insurance, and cyber liability, workers' compensation and business liability coverages.

 Outsource
service fees

 Outsource
service fees consist of costs incurred by our subsidiaries by partially outsourcing utilization review, medical bill review, administrative
services for medical case management and HCO, and Medicare set-aside services; and typically tend to fluctuate in correlation with customer
demand for those services.

 Data
maintenance fees

 Data
maintenance fees include fees we pay to a third party to process HCO annual and new hire employee enrollments and notifications. HCO
employee enrollment and notification fees fluctuate throughout the year because of the varied timing of customer enrollment in our HCO
program, the number of employees our customers have in their workforce, the number of new hires throughout the year, and the number of
new workers' compensation claims.

and administrative

and administrative expenses consist primarily of dues and subscriptions, IT enhancement, meals, travel, and entertainment, office rent,
telephone, vacation expense, licenses and permits, miscellaneous, advertising and marketing, auto expenses, bank charges and fees, education,
parking, postage and delivery, shareholders' expense, equipment repairs and office supplies.

 The following table sets forth, for the years ended
December 31, 2024, and 2023, the percentage each expense item identified in our consolidated financial statements contributed to total
expense during the respective period.

 2024

 2023

 and wages

 %

 %

 fees

 %

 %

 %

 %

 Outsource
 service fees

 %

 %

 Data
 maintenance fees

 %

 %

 and administrative

 %

 %

 Results
of Operations

 Comparison
of the fiscal years ended December 31, 2024 and 2023

 The
following represents selected components of our consolidated results of operations, for the years ended December 31, 2024 and 2023, respectively,
together with changes from year-to-year:

 Year Ended December 31,

 % of

 2024

 2023

 of Change

 Change

 Revenues:

 HCO

 $
 1,247,712

 $
 1,516,608

 $
 (268,896
)

 (18
 %)

 MPN

 625,488

 525,595

 99,893

 %

 Medical bill review

 418,276

 394,058

 24,218

 %

 Utilization review

 2,061,560

 1,861,450

 200,110

 %

 Medical case management

 1,560,649

 1,206,283

 354,366

 %

 Other

 151,705

 125,924

 25,781

 %

 Total revenues

 6,065,390

 5,629,918

 435,472

 %

 Expenses:

 Salaries and wages

 2,754,394

 2,565,199

 189,195

 %

 Professional fees

 600,915

 556,016

 44,899

 %

 332,856

 311,779

 21,077

 %

 Outsource service fees

 699,081

 699,770

 (689
)

 (0
 %)

 Data maintenance

 91,424

 201,696

 (110,272
)

 (55
 %)

 General and administrative

 734,097

 616,923

 117,174

 %

 Total expenses

 5,212,767

 4,951,383

 261,384

 %

 Income from operations

 852,623

 678,535

 174,088

 %

 Other income (expense):

 Interest income

 414,635

 409,950

 4,685

 %

 Interest expense

 (3,552
)

 -

 (3,552
)

 (100
 %)

 Total other income (expense)

 411,083

 409,950

 1,133

 %

 Income before taxes

 1,263,706

 1,088,485

 175,221

 %

 Income tax provision

 380,122

 320,557

 59,565

 %

 $

 $

 $
 115,656

 %

 Key
trends affecting results of operations

 The
employee enrollment numbers in our HCO and MPN programs typically correlate with general economic conditions and the size and activities
of our customers' workforce. During fiscal year 2024, we saw an increase in MPN revenue that was attributable to additional service
agreements with existing customers, reflecting efforts to access more cost-effective healthcare for injured workers, and an increase
in employee enrollments from our customers' increased headcounts. In contrast, our HCO revenue decreased during the same period
due to decreases in employee enrollments and reported injuries, and a decrease in annual notifications revenue related to the timing
of delivery of services to a significant customer that began phasing out our services during the fourth quarter of fiscal year 2024.
If economic conditions become challenging, including from the effects of inflationary pressures, elevated interest rates, and difficult
labor market conditions, our customers may reduce their workforce or seek price-competitive alternatives to our services, in which case
we would expect a decline in the number of employees enrolled in our HCO and MPN programs in future periods and in related revenues.

 Our
utilization review program grew by 11% during fiscal year 2024 due to increased requests for our services, which helped offset the overall
decrease in HCO program revenue. We believe that increased demand for our utilization review services is driven by rising and difficult
to control healthcare costs, as this service is an additional means to decrease healthcare costs. However, as labor markets change, our
customers may reduce their workforce which would decrease the amount of opportunities to provide this specialized function.

 We
have expanded our employee advocate services to six states outside of California, which continues to bolster our medical case management
revenues. For example, during fiscal year 2024, revenue from our employee advocate services increased 184% when compared to the same
period of 2023, which drove a 29% increase in medical case management revenue. We plan to continue to expand employee advocate services
to other states as feasible during 2025, but cannot guarantee that we will be successful in further growing this service.

 Though
we continue our efforts to increase our customer base and reduce customer concentration across all service lines, the addition or loss
of a single customer can materially impact our results of operations. For example, in October 2024 we received notice of termination
from one of our significant customers, which we anticipate may materially impact future operating revenues. The Company experienced a
shift in the timing of when certain services were provided to the significant customer related to this phase-out, resulting in a material
impact to fiscal year 2024 revenue that is not expected to affect fiscal year 2025 revenue. We began phasing out the associated services
for that customer during the fourth quarter of fiscal year 2024, which we anticipate will be completed during the first quarter of fiscal
year 2025. The customer termination was not due to a contract dispute or issues related to our performance of services, and we remain
in good standing with the customer. We expect to continue to be susceptible to risks associated with customer concentration, which could
continue to materially affect our results of operations into the foreseeable future.

 Revenue

 HCO

the year ended December 31, 2024, HCO revenue decreased by 18% compared to fiscal year 2023. The decrease in HCO revenue was attributable
primarily to the timing of when we completed annual notifications and related billing during each year for the significant customer that
is completing a phase out of our services during the first quarter of fiscal year 2025. We anticipate similar future fluctuations for
HCO revenues when the timing of recognizing HCO revenue for customers does not align between comparable periods.

 MPN

the year ended December 31, 2024, MPN revenue increased by 19% compared to fiscal year 2023. The increase in MPN revenue was largely
due to an increase in monthly MPN program administration fees, resulting from the addition of a new customer and an increase in our existing
customers' reported injuries. The increase in MPN revenue was partially offset by a decrease in both employee headcount and reported
injuries at other customer locations.

bill review

fiscal year 2024, medical bill review revenue increased by 6%, compared to fiscal year 2023. The increase was due to a net increase in
bill reviews performed for existing customers along with the addition of a new customer. The increase was partially offset by the loss
of a customer in the third quarter of fiscal year 2023.

 review

fiscal year 2024, utilization review revenue increased 11% compared to fiscal year 2023. The increase in utilization review revenue was
due to increased referrals of requests for authorization from existing customers.

case management

fiscal year 2024, revenue from medical case management increased 29% compared to fiscal year 2023. The increase was attributable to an
increase in employee advocate services revenue due to the continued growth of the program within California and to locations in six other
states, an increase in managed claims by existing customers, and increase accuracy and efficiency in our related billing processes.

 Other

 Other
revenue for the year ended December 31, 2024, increased 20%, compared to the same period in the prior year, primarily due to an increase
in network access revenue from increased customer usage of our network during fiscal year 2024.

 Expense

and wages

and wages increased 7% during fiscal year 2024 compared to fiscal year 2023. The increase was due to a discretionary bonus and the addition
of one employee during fiscal year 2024. Given the current increased wage inflation trends, we expect salaries and wages will increase
in future periods from our efforts to attract and retain employees.

 fees

fees increased 8% during fiscal year 2024 compared to fiscal year 2023. The increase in professional fees during fiscal year 2024 was
primarily the result of increases in accounting and other professional services during that period.

fiscal year 2024, insurance expenses increased 7%, compared to the same period in the prior year, due to increases in cyber liability
insurance premiums and health insurance costs for employees.

 Data
 maintenance

fiscal year 2024, data maintenance fees decreased 55% compared to fiscal year 2023. The decrease in data maintenance fees was primarily
due to the timing of when we completed annual and termination letters and related billing for some of our customers during each year,
most notably for the significant customer that is completing a phase out of our services during the first quarter of fiscal year 2025.
We expect similar future fluctuations for data maintenance fees when the timing of sending annual and termination letters for customers
does not align between comparable periods.

and administrative

fiscal year 2024, general and administrative expenses increased by 19% compared to fiscal year 2023. The increase was primarily due to
increases in advertising and marketing, dues and subscriptions, IT enhancement, meals/travel, and licenses and permits. The increases
were primarily offset by decreases in vacation expense. While we anticipate certain general and administrative expenses will remain lower
than historic levels, such as office rent, internet and phone, we expect other general and administrative expenses, such as IT enhancements,
licenses and permits, and other technology-related expenses will remain at higher than historic levels in future periods.

 Income
from Operations

the year ended December 31, 2024, we recognized an 8% increase in total revenue and a 5% increase in total expenses compared to the same
period of 2023. As a result, our income from operations increased $174,088, or 26%, during fiscal year 2024 when compared to the prior
year.

 Other
 Income

 Other
income increased 1% during the year ended December 31, 2024, compared to the year ended December 31, 2023, due to an increase in interest
income from our investments in U.S. Treasury bills. This increase in interest income was offset by an increase in interest expense in
fiscal year 2024, resulting in other income (expense) of $411,083.

 Income
Tax Provision

 Our
income tax provision for the year ended December 31, 2024 increased by $59,565 or 19% compared to fiscal year 2023. The
increase in income tax provision was attributable to a 26% increase in income from operations during fiscal year 2024.

 Net
 Income

fiscal year 2024, we realized an 8% increase in total revenues, a 5% increase in total expenses, and a 19% increase in our provision
for income tax when compared to fiscal year 2023. As a result, we realized net income of $883,584, a 15% increase year over year.

 Liquidity
and Capital Resources

 Management
currently believes that cash on hand and anticipated revenues from operations will be sufficient to cover our operating expenses for
at least the next twelve months. The Company's primary sources of liquidity are cash, cash equivalents, short-term investments,
and future cash generated from operations. However, our ability to generate cash from operations will depend on our future operating
performance, which is subject to certain ongoing known and unknown risks and uncertainties. For a discussion of particular risk factors
related to our business, see Part I, Item 1A Risk Factors of our Annual Report.

 We
currently have planned certain capital expenditures to replace laptops and ancillary devices due to their age and as part of our ongoing
continuity plan. We anticipate investing activities will continue throughout 2025 as we replace aging software, computer equipment, and
further enhance our IT security. We anticipate these costs will be significant, but believe we have adequate cash on hand to cover these
expenses. We do not anticipate these expenditures will require us to seek outside sources of funding.

 We
intend to continue to pursue potential acquisition transactions that, if additional cash on hand were needed for such a transaction,
we would either need to condition closing upon maturity of our investments, if applicable, or seek alternate financing, or a combination
of those approaches. We may also seek growth through organic development of new lines of business or expansion of existing offerings.
Depending upon the nature of the opportunities we identify, such acquisitions or expansion could require greater capital resources than
we currently possess. Should we need additional capital resources, we could seek to obtain such through debt and/or equity financing.
We do not currently possess an institutional source of financing and there is no assurance that we could be successful in obtaining equity
or debt financing when needed, on favorable terms, or at all. We could also use shares of our capital stock as consideration for a business
acquisition transaction, but there is also no assurance that there would be significant interest in our capital stock from a potential
seller or the market.

 Cash
 Flow

the year ended December 31, 2024, we had a net decrease in cash and cash equivalents of $423,503. See below for additional discussion
and analysis of cash flow.

 Year Ended December 31,

 2024

 2023

 Net cash provided by operating activities

 $
 675,084

 $
 932,359

 Net cash provided by (used in) investing activities

 (1,133,892
)

 806,788

 Net cash provided by (used in) financing activities

 35,305

 (1,281,600
)

 Net increase (decrease) in cash

 $
 (423,503
)

 $
 457,547

 Net cash provided by operating activities was $675,084
and $932,359 in fiscal year 2024 and fiscal year 2023, respectively. This $257,275 decrease
in cash flow from operations during fiscal year 2024 was primarily the result of higher net income offset
 primarily by an increase in accounts receivable and a decrease in income tax payable due to cash payments made for estimated taxes
throughout fiscal year 2024.

 Net
cash provided by (used in) investing activities was $(1,133,892) during fiscal year 2024, and $806,788 during fiscal year 2023. The change
in net cash used in investing activities was the result of reinvesting the proceeds of investments that reached maturity during the period,
which we increased by investing additional cash. We plan to continue reinvesting the proceeds as our investments reach maturity.

fiscal year 2024, net cash provided by financing activities was $35,305, which was the result of cash received from the Company's
insurance financing agreement offset by payments made on the insurance financing agreement during the year.

 Off-Balance
Sheet Financing Arrangements

 As
of December 31, 2024, we had no off-balance sheet financing arrangements.

 Inflation

 We
experience pricing pressures in the form of competitive pricing. Insurance carriers and third-party administrators compete against us
for customers by offering bundled claims administration services with their own managed care services at a lower rate. We are also impacted
by rising costs for certain inflation-sensitive operating expenses such as labor and employee benefits and facility leases. We believe
that these impacts can be material to our revenues or net income. Some of our customers are public entities which contract with us at
a fixed price for the term of the contract. Increases in labor and employee benefits can reduce our profit margin over the term of these
contracts. See also " the effects of inflation may have a disproportionate impact on our business " under Part I, Item
1A Risk Factors of this annual report.

 Critical
Accounting Estimates

 Our consolidated financial statements are prepared
in accordance with accounting principles generally accepted in the United States ("GAAP"). Application of these principles
requires us to make estimates, assumptions, and judgments that affect the amounts reported in our consolidated financial statements and
accompanying notes. Because of the inherent uncertainty in making estimates and judgments, actual results could differ from our estimates
and judgments. Our critical accounting policies are disclosed in Note 2, Significant Accounting Policies, of the Notes to the Consolidated
Financial Statements in this annual report.

 We
continually evaluate our accounting estimates and judgments and base our estimates and judgments on historical experience and various
other factors that we believe to be reasonable under the circumstances. Our critical accounting estimates include allowance for credit
losses and income taxes, and are discussed in more detail below. Such accounting estimates require the most subjective or complex judgments
by us, often as a result of the need to make assumptions regarding matters that are inherently uncertain, and actual results could differ
materially from these estimates.

 Revenue
Recognition: Contracts with customers often include promises to transfer multiple products and services to a customer, referred to
as distinct performance obligations. Determining whether products and services are considered distinct performance obligations that should
be accounted for separately versus together may require significant judgment.

 The
Company allocates revenue to each performance obligation based on its stand-alone selling price (SSP). Judgment is required to determine
unobservable SSP for each distinct performance obligation as most services provided by the Company are not directly observable. In instances
where SSP is not directly observable, such as when we do not sell the product or service separately, we determine the SSP using information
that may include market conditions and other observable inputs. We typically have more than one SSP for individual products and services
due to the stratification of those products and services by customers and circumstances. In these instances, we determine SSP using a
cost-plus margin approach. Refer to Note 2 for further discussion.

 Allowance
for Credit Losses: We determine our allowance for credit losses by considering several factors, including the length of time trade
accounts receivable are past due, our previous loss history, the customers' current ability to pay its obligation to us, and the
condition of the general economy and the industry as a whole. We write off accounts receivable when they become uncollectible.

 We
must make significant judgments and estimates in determining contractual and credit loss allowances in any accounting period. One
significant uncertainty inherent in our analysis is whether our past experience will be indicative of future periods. Although we
consider future projections when estimating contractual and credit loss allowances, we ultimately make our decisions based on the
best information available to us at the time the decision is made. Adverse changes in general economic conditions or trends in
reimbursement amounts for our services could affect our contractual and credit loss allowance estimates, collection of accounts
receivable, cash flows, and results of operations. At December 31, 2024, three customers accounted for 10% or more of accounts
receivable compared to two customers at December 31, 2023.

 Accounting
for Income Taxes: We record a tax provision for the anticipated tax consequences of our reported results of operations. The provision
for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for
the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities,
and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax
rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record
a valuation allowance, if necessary, to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

 We
recognize tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination
by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from
such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate
settlement.

 Management
believes it is more likely than not that forecasted income, including income that may be generated as a result of certain tax planning
strategies, together with future reversals of existing taxable temporary differences, will be sufficient to fully recover the deferred
tax assets. In the event we determine all, or part of the net deferred tax assets are not realizable in the future, we will make an adjustment
to the valuation allowance that would be charged to earnings in the period such determination is made. In addition, the calculation of
tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of GAAP and complex tax laws.
Resolution of these uncertainties in a manner inconsistent with management's expectations could have a material impact on our financial
condition and operating results. The significant assumptions and estimates described above are important contributors to our ultimate
effective tax rate each year.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Smaller
reporting companies are not required to provide the information required by this Item.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

TO CONSOLIDATED FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm ( Boulay PLLP PCAOB ID: # 542)

 Report
of Independent Registered Public Accounting Firm (GreenGrowth CPAs PCAOB ID: #6580)

 Consolidated Balance Sheet as of December 31, 2024 and 2023

 Consolidated Statements of Operations for the years ended December 31, 2024 and 2023

 Consolidated Statements of Stockholders' Equity for the years ended December 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023

 Notes to the Consolidated Financial Statements

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and

 Stockholders
of Pacific Health Care Organization, Inc.

 Opinion
on the Consolidated Financial Statements

 We
have audited the accompanying consolidated balance sheet of Pacific Health Care Organization, Inc. and Subsidiaries (the Company) as
of December 31, 2024, and the related consolidated statements of operations, stockholders' equity, and cash flows in the year then
ended, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of
its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United
States of America.

 Basis
for Opinion

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

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether 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 financial reporting. As part
of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

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

 Critical
Audit Matters

 The
critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements
that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are
material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined
that there were no critical audit matters.

 /s/ Boulay PLLP

 We have served as the Company's auditor since 2024.

 Minneapolis, Minnesota

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Board of Directors and Shareholders

 of Pacific Health Care Organization, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated balance
sheet of Pacific Health Care Organization, Inc. (the Company) as of December 31, 2023, and the related consolidated statement of operations,
consolidated statement of stockholders' equity, and consolidated statement of cash flows for the period ended December 31, 2023,
and the related notes (collectively referred to as the "consolidated financial statements").

 In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the result of its operations and
its cash flows the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

 Basis for Opinion

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

 We conducted our audits in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether 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 financial reporting. As part of our audit, we are required to obtain an understanding of internal
control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.

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

 Critical Audit Matters

 The critical audit matters communicated below
are matters arising from the audit as of December 31, 2023 of the financial statements that were communicated or required to be communicated
to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved
our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our
opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate
opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 Description of the Matter

 A llowance for doubtful accounts

As described in the Consolidated Balance Sheet to the consolidated financial statements, the Company has established an allowance for doubtful accounts of $32,814 as of December 31, 2023. Auditing management's evaluation of allowance was challenging due to the level of subjectivity and significant judgment associated with collectability of accounts receivable.

 How We Addressed the Matter in Our Audit

 We obtained an understanding, evaluated the design for allowance of doubtful accounts. Our procedures consisted of performing retrospective review of the allowance by comparing historical reserve to historical write-offs, analyzing accounts receivable aging buckets, and sending confirmations. Based on the audit procedures performed, we found the reserve levels to be reasonable.

 We
served as the Company's auditor in 2023.

 Los Angeles, California
 April 15, 2024

 PCAOB ID Number 6580

Health Care Organization, Inc. and Subsidiaries

 Consolidated Balance Sheet

 2024

 2023

 ASSETS

 Current Assets

 Cash and cash equivalents

 $
 2,070,476

 $
 2,493,979

 Investments

 Accounts receivable, net

 1,028,920

 1,020,580

 Prepaid expenses

 202,117

 179,702

 Total current assets

 12,335,274

 11,572,013

 Property and Equipment, net

 Computer equipment

 244,519

 255,783

 Furniture and fixtures

 13,284

 21,620

 Total property and equipment

 257,803

 277,403

 Less: accumulated depreciation

 ( 205,374
)

 ( 200,009
)

 Net property and equipment

 52,429

 77,394

 Operating lease right-of-use assets

 -

 56,489

 Deferred tax assets

 37,990

 38,871

 Other assets

 7,110

 7,110

 Total Assets

 $
 12,432,803

 $
 11,751,877

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current Liabilities

 Accounts payable

 $
 148,051

 $
 159,789

 Accrued expenses

 422,973

 367,609

 Income tax payable

 68,727

 296,452

 Dividend payable

 37,000

 37,000

 Operating lease liabilities, current portion

 -

 44,519

 Insurance financing

 35,305

 -

 Unearned revenue

 33,544

 30,919

 Total current liabilities

 745,600

 936,288

 Long Term Liabilities

 Operating lease liabilities, long-term portion

 -

 11,970

 Total Liabilities

 745,600

 948,258

 Commitments and Contingencies

 Stockholders' Equity

 Convertible Preferred stock; 5,000,000 shares authorized at $ 0.001 par value of which 40,000 shares designated as Series A preferred and 16,000 shares issued and outstanding at December 31, 2024 and 2023

 Common stock, $ 0.001 par value, 800,000,000 shares authorized, 12,800,000 shares issued and outstanding at December 31, 2024 and 2023

 Additional paid-in capital

 Retained earnings

 11,258,330

 10,374,746

 Total Stockholders' Equity

 11,687,203

 10,803,619

 Total Liabilities and Stockholders' Equity

 $
 12,432,803

 $
 11,751,877

 The
accompanying notes are an integral part of these consolidated financial statements.

Health Care Organization, Inc. and Subsidiaries

 Consolidated Statements of Operations

 Years Ended December 31,

 2024

 2023

 Revenues

 HCO

 $
 1,247,712

 $
 1,516,608

 MPN

 625,488

 525,595

 Medical bill review

 418,276

 394,058

 Utilization review

 2,061,560

 1,861,450

 Medical case management

 1,560,649

 1,206,283

 Other

 151,705

 125,924

 Total revenues

 6,065,390

 5,629,918

 Expenses

 Salaries and wages

 2,754,394

 2,565,199

 Professional fees

 600,915

 556,016

 332,856

 311,779

 Outsource service fees

 699,081

 699,770

 Data maintenance

 91,424

 201,696

 General and administrative

 734,097

 616,923

 Total expenses

 5,212,767

 4,951,383

 Income from operations

 852,623

 678,535

 Other income (expense)

 Interest income

 414,635

 409,950

 Interest expense

 ( 3,552
)

 -

 Total other income, net

 411,083

 409,950

 Income before taxes

 1,263,706

 1,088,485

 Income tax provision

 380,122

 320,557

 $

 $

 Basic earnings per share:

 Net Income per share amount

 $
 0.07

 $
 0.06

 Weighted average shares outstanding, basic

 Fully diluted earnings per share:

 Net Income per share amount

 $
 0.07

 $
 0.06

 Weighted average shares outstanding, diluted

 12,816,000

 12,816,000

 The
accompanying notes are an integral part of these consolidated financial statements.

Health Care Organization, Inc. and Subsidiaries

Consolidated Statements of Stockholders ' Equity

 Convertible

 Preferred Stock

 Common
 Stock

 Additional

 Paid in

 Retained

 Total

 Stockholders'

 Shares

 Shares

 Capital

 Earnings

 Equity

 Balance December 31, 2022

 $

 $

 $

 $
 10,888,418

 $
 11,317,291

 Common stock cash dividends
 paid

 -

 -

 -

 -

 -

 ( 1,280,000
)

 ( 1,280,000
)

 Preferred stock cash dividends
 paid

 -

 -

 -

 -

 -

 ( 1,600
)

 ( 1,600
)

 for the year ended December 31, 2023

 -

 -

 -

 -

 -

 Balance December 31, 2023

 $

 $

 $

 $
 10,374,746

 $
 10,803,619

 for the year ended December 31, 2024

 -

 -

 -

 -

 -

 Balance December 31, 2024

 $

 $

 $

 $
 11,258,330

 $
 11,687,203

 The
accompanying notes are an integral part of these consolidated financial statements.

Health Care Organization, Inc. and Subsidiaries

 Consolidated Statements of Cash Flows

 Years ended December 31,

 2024

 2023

 Cash Flows from Operating Activities

 $

 $

 Adjustments to reconcile net income to net cash provided by operating activities:

 Depreciation

 34,096

 37,527

 Provision for credit losses

 ( 19,094

)

 25,941

 Noncash interest on investments

 ( 31,248
)

 ( 31,363
)

 Deferred taxes

 23,192

 Changes in operating assets and liabilities:

 Accounts receivable

 10,754

 ( 111,531
)

 Receivable – other

 -

 3,000

 Other assets

 -

 ( 508
)

 Prepaid expenses

 ( 22,415
)

 ( 4,347
)

 Accounts payable

 ( 11,738
)

 ( 103,233
)

 Accrued expenses

 55,364

 35,058

 Income tax payable

 ( 227,725
)

 293,320

 Unearned revenue

 2,625

 ( 2,625
)

 Net cash provided by operating activities

 675,084

 932,359

 Cash Flows from Investing Activities

 Proceeds from investments

 15,931,687

 16,312,707

 Purchase of investments

 ( 17,056,448
)

 ( 15,488,403
)

 Purchase of property and equipment

 ( 9,131
)

 ( 17,516
)

 Net cash provided by (used in) investing activities

 ( 1,133,892
)

 806,788

 Cash Flows from Financing Activities

 Payment of cash dividends

 -

 ( 1,281,600
)

 Proceeds from insurance financing agreement

 139,790

 -

 Payments made on insurance financing agreement

 ( 104,485
)

 -

 Net cash provided by (used in) financing activities

 35,305

 ( 1,281,600
)

 Net increase (decrease) in cash and cash equivalents

 ( 423,503
)

 457,547

 Cash and cash equivalents at beginning of year

 2,493,979

 2,036,432

 Cash and cash equivalents at end of year

 $
 2,070,476

 $
 2,493,979

 Supplemental Cash Flow Information

 Cash paid for:

 Interest

 $
 3,552

 $
 -

 Income taxes

 613,000

 82,000

 Non-cash investing and financing activities

 Initial recognition of operating lease right-of-use assets and operating lease liabilities

 $
 -

 $
 56,489

 The
accompanying notes are an integral part of these consolidated financial statements.

Inc.

 NOTE
1 – NATURE OF BUSINESS

Health Care Organization, Inc. (the "Company" or "PHCO") is a workers' compensation cost containment company
providing a range of services principally to California employers and claims administrators. The Company was incorporated under the laws
of the state of Utah in April 1970, under the name Clear Air, Inc. The Company changed its name to Pacific Health Care Organization,
Inc., in January 2001. In February 2001, the Company acquired Medex, a California corporation organized in March 1994, in a share for
share exchange. Medex is a wholly owned subsidiary of the Company. Medex is in the business of managing and administering both Health
Care Organizations ("HCO") and Medical Provider Networks ("MPN") in the state of California, and providing workers'
compensation carve-out and Medicare set-aside services. In March 2011, the Company incorporated MMC, a Nevada corporation, as a wholly
owned subsidiary of the Company. MMC oversees and manages the Company's utilization review and bill review services. In February
2012, the Company incorporated MMM, a Nevada corporation, as a wholly owned subsidiary of the Company. MMM is responsible for overseeing
and managing medical case management. The Company discontinued lien representation services in the third quarter of 2023 due to the lack
of demand.

 On
October 19, 2021, the Company completed short-form mergers between PHCO and each of its wholly owned subsidiaries Industrial Resolutions
Coalition ("IRC"), Medex Legal Support, Inc. ("MLS"), and Pacific Medical Holding Company ("PMHC").
As a result of the short-form mergers the separate existence of IRC, MLS and PMHC terminated and the business, assets and liabilities
of those entities have been transferred to PHCO and, as appropriate, to its other subsidiaries. The Company continues to offer the services
of IRC and MLS through its other subsidiaries as described in the preceding paragraph.

 NOTE
2 – SIGNIFICANT ACCOUNTING POLICIES

 A.
 Basis of Accounting

 These
consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States
of America.

 B.
 Reclassifications

 Certain
reclassifications have been made to prior year amounts to conform to the current year presentations. These changes had no impact on the
Company's total assets, stockholders' equity or reported net income.

 C.
 Revenue Recognition

 The
Company recognizes revenue in accordance with ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)." The core
principle underlying Topic 606 is that the Company recognizes revenue to represent the transfer of goods and services to customers in
an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This requires the Company to
identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based
on when control of goods and services transfers to a customer.

 ASC
606 requires the use of a five-step model to recognize revenue from customer contracts. The five-step model requires that the Company
(i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction
price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate
the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies
the performance obligation.

 Revenues
are generated as services are provided to the customer based on the agreed upon sales price in accordance with our customers' contracts.
Contracts are typically written for an initial annual period with automatic renewals on an annual or monthly basis, cancellable with
30 to 90 days' notice, except as required by law for our HCO and MPN services, which require up to 180 days' notice in some
cases. When performing services for a public entity customer, the Company may be required to agree to the contract terms of the customer
which are typically aligned with specific laws and regulations governing the customer.

 The
Company's customers are typically large, well-established businesses with a significant workforce. The Company determines whether
it is probable to collect substantially all of the consideration for services based on the creditworthiness of the customers at the time
of commencing services.

 The
Company offers multiple services under its workers' compensation cost containment specialty service lines. The Company
typically provides a menu of offerings from which the customer may choose to purchase as bundled managed care, standalone services,
or add-on ancillary services. The price of each service is separate and distinct and provides a separate and distinct value to the
customer. Pricing is generally consistent for each service irrespective of the other services or quantities requested by the
customer. Bundled managed care contracts are therefore accounted for as separate performance obligations. Customers are typically
invoiced monthly in arrears or annually in advance, depending on the service provided and the customer's preferences, and
payment is due within 30 days. In cases where a customer is invoiced annually prior to services being rendered or remits payment in
advance, typically for our HCO/MPN services, the Company records the cash collected as unearned revenue and recognizes the revenue
over the contract term as services are rendered.

Inc.

 Contracts
with customers often include promises to transfer multiple products and services to a customer, referred to as distinct performance obligations.
Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus
together may require significant judgment.

 The
Company allocates revenue to each performance obligation based on its stand-alone selling price (SSP). Judgment is required to determine
unobservable SSP for each distinct performance obligation as most services provided by the Company are not directly observable. In instances
where SSP is not directly observable, such as when we do not sell the product or service separately, we determine the SSP using information
that may include market conditions and other observable inputs. We typically have more than one SSP for individual products and services
due to the stratification of those products and services by customers and circumstances. In these instances, we determine SSP using a
cost-plus margin approach. Discounts and other concessions are rarely awarded, and returns and refunds are not part of the normal course
of business.

 As
of January 1, 2023, the balance of accounts receivable, net and unearned revenue was $ 934,990 and $ 33,544, respectively.

 The Company
recognizes revenue as described below for each type of service.

 HCO/MPN

 An
HCO is a network of health care providers specializing in the treatment of workplace injuries and in back-to-work rehabilitation for
our customers' injured employees. HCOs provide injured employees with a network of health care providers in the event of a workers'
compensation injury, while providing their employer (our customer) control over medical treatment and costs. Like an HCO, an MPN is a
network of health care providers, but health care providers participating in MPNs are not required to have the same level of medical
expertise in treating workplace injuries. As a licensed HCO and approved MPN, in addition to offering HCO and MPN programs, we are also
able to offer our customers a combination of the HCO and MPN programs.

 The
Company derives its HCO and MPN revenue from fees charged for various aspects of these programs. Monthly and annual HCO/MPN program administration
is provided over time and invoiced monthly or annually for a fixed fee, with revenue recognized ratably over the applicable contractual
term. HCO/MPN claim network fees are generated at specific points in time throughout the month and invoiced at the end of the month for
an agreed upon per item fee. Monthly HCO/MPN custom network fees are provided over time and invoiced monthly for a fixed fee. Revenue
is recognized ratably over time. Annual or one-time HCO notification letters are generated and mailed at a point in time during the year,
at which time the customer is invoiced for the service for a fixed fee.

 For
the fiscal years ended December 31, 2024 and 2023, the Company's HCO programs generated approximately $ 597,064 and
 $ 605,424, respectively, from services performed over time and approximately $ 650,648 and $ 911,184, respectively, from services
performed at a point in time.

 For
the fiscal years ended December 31, 2024 and 2023, the Company's MPN programs generated approximately $ 470,208 and
 $ 419,185, respectively, from services performed over time and approximately $ 155,280 and $ 106,410, respectively, from services
performed at a point in time.

Bill Review

bills are one of the biggest expenses that an employer's workers' compensation insurance company must pay for. To curtail
these expenses, our customers utilize our medical bill review services to review medical bills for services rendered to an injured employee.
We provide professional analysis of medical provider services and equipment billing to ascertain proper reimbursement.

 The
Company derives its medical bill review revenue from fees generated and delivered at a point in time and invoiced upon completion of
the services. These services are invoiced at a fixed fee with certain items also invoiced for a percentage of savings produced for the
customer.

 Review

review, also known as utilization management, is required by law in all states for workers' compensation claims. Utilization review
evaluates the medical necessity of proposed treatment by comparing medical treatment requests against accepted medical guidelines. Its
purpose is to serve as a safeguard against payor liability for medical costs that are not medically appropriate or approved by the relevant
medical and legal authorities.

Inc.

 The
Company derives its utilization review revenue from fees generated and delivered at a point in time and invoiced upon completion of the
services. These services are invoiced at a fixed fee with certain items also invoiced for a percentage of savings produced for the customer.

Case Management

case management oversees injured employees' medical treatment to ensure that it progresses to a resolution and ensures treatment
plans are aligned from a medical perspective. Medical case management is a collaborative process that assesses, evaluates, coordinates,
implements and monitors medical treatment plans and the options and services required for occupational injuries.

 The
Company derives its medical case management revenue from services performed and delivered over time and invoiced monthly for those services
at a fixed hourly rate. Types of services offered include both telephonic and field case management as well as employee advocate services.

 Other
 Revenues

 Other
revenues consist of services performed for Medicare set aside requests, network access fees charged for network access for preferred
provider organizations, ancillary legal support services, and workers' compensation carve-out services. Medicare set-aside services
for workers' compensation claims is a financial agreement that allocates a portion of a workers' compensation settlement
to pay for future medical services related to the work-place injury, illness, or disease. The purpose of the set-aside arrangement is
to provide funds to the injured party to pay for future medical expenses that would not be covered by Medicare. Network access for preferred
provider organizations gives customers access to provider groups that include a specialized network of medical providers related to workers'
compensation and the lower fees associated with the Company's affiliation to those groups.

 These
services are performed at a point in time and invoiced upon completion of the service. Medicare set-aside requests are invoiced at a
fixed fee or hourly rate, depending on the request type. Network access fees are invoiced at a percentage of savings produced for the
customer. Ancillary legal services are invoiced at a fixed fee or hourly rate, depending on the service performed. Workers' compensation
carve-out services are invoiced at a fixed fee or hourly rate, depending on the service performed.

 D.
 Cash and Cash Equivalents

 The
Company considers all short-term, highly liquid investments that are readily convertible, within three months of origination, to known
amounts as cash equivalents. As of December 31, 2024 and 2023, the Company had no cash equivalents.

 E.
 Investments

 The
Company maintains its investments in US treasury bills and has classified them as held-to-maturity at the time of purchase. Held-to-maturity
purchases are those securities in which the Company has the ability and intent to hold until maturity. Held-to-maturity securities are
recorded at amortized cost, adjusted for the amortization or accretion of premiums and discounts. Premiums and discounts are amortized
or accreted over the life of the related held-to-maturity security using a straight-line method.

 The
amortized cost basis, gross unrealized gains and losses, and fair value of the Company's held-to-maturity securities at December
31, 2024 and 2023 are shown below.

 Held-to-maturity securities

 December 31, 2024

 Amortized
 Cost Basis

 Gross
 Unrealized
 Gains

 Gross
 Unrealized
 Losses

 Fair Value

 U.S. Treasury Bills

 $

 $
 7,743

 $
 -

 $
 9,041,504

 Totals

 $

 $
 7,743

 $
 -

 $
 9,041,504

 December 31, 2023

 U.S. Treasury Bills

 $

 $
 -

 $
 -

 $

 Totals

 $

 $
 -

 $
 -

 $

Health Care Organization, Inc.

 The
amortized cost basis and fair value of the Company's securities at December 31, 2024, by contractual maturity, are shown below.

 December 31, 2024

 Amortized
 Cost

 Fair Value

 Held-to-maturity securities

 Due in one year or less

 $

 $
 9,041,504

 $

 $
 9,041,504

 The
fair value of the Company's held-to-maturity debt securities are determined based upon inputs, other than the quoted prices in
active markets, that are observable either directly or indirectly, and are classified as level 2 fair value investments.

 F.
 Concentrations of Risk

 Cash
and Cash Equivalents

 Financial
instruments that potentially subject the Company to concentrations of credit risks are comprised of cash deposits in excess of federally
insured limits. The Company places its cash and cash equivalents at one well-known, quality financial institution. At times, such cash
and investments may be in excess of the $ 250,000 FDIC insurance limit. The Company believes it is not exposed to any significant credit
risk on its cash and cash equivalents.

 Major
 Customers

2024, three major customers, who represent 10 % or more of revenue, combined accounted for approximately 43 % of our total sales, approximately
 21 %, 11 %, and 11 %, respectively. By comparison, during 2023 our three largest customers accounted for 43 % of sales, approximately 23 %,
 10 %, and 10 %, respectively.

 The
percentages of the amounts due from major customers who represent 10 % or more of total accounts receivable as of December 31, 2024 and
2023, are as follows:

 12/31/24

 12/31/23

 Customer A

 %

 %

 Customer B

 %

 %

 Customer C

 %

 -
 %

 G.
 Depreciation

 The
cost of property and equipment is depreciated over the estimated useful lives of the related assets. The cost of leasehold improvements
is depreciated over the lesser of the length of the lease of the related assets or the estimated lives of the assets. Depreciation is
computed on the straight-line method which is five years for computer equipment, office equipment, and furniture and fixtures.

 H.
 Use of Estimates

 The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts
reported in these consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Significant
estimates include the values assigned to the allowance for credit losses and accruals for income taxes.

 I.
 Principles of Consolidation

 The accompanying consolidated financial statements include the accounts
of the Company and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation.

 J.
 Fair Value of Financial Instruments

 The
Company applies ASC 820, "Fair Value Measurements. " This guidance defines fair value, establishes a three-level valuation
hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are
defined as follows:

 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.

Inc.

 The
carrying amounts reported in the balance sheets for cash and cash equivalents, receivables and current assets and liabilities each qualify
as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such
instruments and their expected realization and their current market rate of interest.

 K.
 General and Administrative Expenses

and administrative expenses include fees for advertising, charity, depreciation, bad debt and recoveries, rent expense for office, shareholders'
expense, auto expenses, bank charges, dues and subscriptions, education, equipment/repairs, IT enhancement and internet expenses, licenses
and permits, office supplies, parking, postage and delivery, printing and reproduction, rent expense for equipment, telephone, travel
expenses and entertainment costs, and compensated absences.

 L.
 Income Taxes

 The
Company accounts for income taxes by following the asset and liability approach to accounting for income taxes. Deferred tax assets and
liabilities represent the future tax consequences of the differences between the financial statement carrying amounts of assets and liabilities
versus the tax basis of assets and liabilities. Under this method, deferred tax assets are recognized for deductible temporary differences,
operating loss, and tax credit carryforwards. Deferred tax liabilities are recognized for taxable temporary differences. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of
the deferred tax assets will not be realized. The impact of the tax rate changes on deferred tax assets and liabilities is recognized
in the year that the change is enacted. Management believes that any write-off not allowed will not have a material impact on the Company's
financial position.

 The
Company is subject to taxation in United States federal and state jurisdictions. Based on its evaluation, the Company believes that it
has no significant unrecognized tax positions. The Company does not believe there will be any material changes in its unrecognized tax
positions over the next 12 months. The years 2020, 2021, 2022, and 2023 are still open for examination. The Company is not currently
under audit by the Internal Revenue Service or any other tax authority.

 The
Company may from time to time be assessed interest or penalties by major tax jurisdictions, although any such assessments historically
have been minimal and immaterial to its financial results. In accordance with current guidance, the Company classifies interest and penalties
as income tax expense as incurred.

 M.
 Stockholders' Equity

 On
January 6, 2020, the Company effected a four-shares-for-one-share (4:1) forward stock split ("Forward Split") of its common
stock and its Series A convertible preferred stock. Unless otherwise noted, impacted amounts, share and per share information included
in the financial statements and notes thereto have been retroactively adjusted for the Forward Split as if such Forward Split occurred
on the first day of the first period presented.

 The
Company has two classes of stock. The Company has 800,000,000 shares of voting common stock authorized, and 12,800,000 shares issued
and outstanding at both December 31, 2024 and 2023. The Articles of Incorporation of the Company, as amended, also authorizes 5,000,000
shares of $ 0.001 par value preferred stock, which may be issued in one or more series, with designation, rights and privileges of such
preferred stock to be set by the board of directors of the Company from time to time. On November 21, 2016, the board of directors of
the Company approved a Certificate of Designation of Rights, Privileges and Preferences of Series A convertible preferred stock and authorized
the Company's officers to file such with the Utah Division of Corporations and Commercial Code to create the Series A convertible
preferred stock. The Series A convertible preferred stock has a par value of $ 0.001 and consists of 40,000 shares, and may be converted
into common stock on a one-share for one-share basis at the election of the holder thereof. The holders of Series A convertible preferred
stock are entitled to vote with the common stockholders on all matters brought for approval of the common stockholders. In connection
with any such matter, each outstanding share of Series A convertible preferred stock is entitled to 20,000 votes of common stock of the
Company. In the event of a liquidation, dissolution or winding up of the Company, the Series A convertible preferred stock shall rank
in parity with the Company's common stock. Holders of Series A convertible preferred stock are entitled to receive dividends, when,
as and if declared by the board of directors. The Series A convertible preferred stock shall rank in parity with the Company's
common stock as to any dividends. As of December 31, 2024 and 2023, 16,000 shares of the Series A convertible preferred stock were outstanding.

 The
Company purchased no shares of treasury stock during fiscal year 2024 or 2023. The Company does not have a plan to repurchase outstanding
shares of common stock.

the year ended December 31, 2023, our board of directors declared a special one-time cash dividend of $ 0.10 per share on each share of
Company common stock and preferred stock outstanding at the record date of June 5, 2023. On June 20, 2023, the Company issued $ 1,281,600
in dividends. Pursuant to the rights provided in the Designation of Rights, Privileges and Preferences of Series A Preferred Stock dated
December 27, 2019, holders of the Company's Series A Preferred Stock participated in the dividend payment based on the number of
shares of Series A Preferred Stock held on the record date.

Inc.

 As
of December 31, 2024 and 2023, the Company had dividends payable of $ 37,000, from a dividend declared in September 2015. As of December
31, 2024 and 2023, no shareholder entitled to claim the unpaid September 2015 dividend made a claim to such dividend, accordingly the
Company paid $ 0 in connection with the September 2015 dividend during both the years ended December 31, 2024 and 2023.

 N.
 Share Based Compensation

 The
Company follows the fair value method of accounting for stock-based employee and non-employee compensation in accordance with statement
of ASC Topic 718, "Compensation – Stock Compensation" which requires that equity-based payments (to the extent they
are compensatory) be recognized in these audited consolidated statements of operations as compensation expense over the requisite service
(vesting) period, based on the award's fair value at grant date. No awards or grants have been awarded or granted under the Plan.

 O.
 Accounts Receivable and Allowance for Credit Losses

 In
the normal course of business, the Company extends credit to its customers on a short-term basis. Although the credit risk associated
with these customers is minimal, the Company routinely reviews its accounts receivable balances and makes provisions for credit losses.
The Company ages its receivables by date of invoice. Management reviews the allowance for credit loss quarterly and evaluates the balance
of accounts receivable based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability
of the reported amount. When a specific account is deemed uncollectible, the Company charges off the receivable against the allowance
for credit loss. A considerable amount of judgment is required in assessing the realization of these receivables including the current
creditworthiness of each customer and related aging of the past-due balances, including any billing disputes. To assess the collectability
of these receivables, the Company performs ongoing credit evaluations of its customers' financial condition.

 Through
these evaluations, the Company may become aware of a situation where a customer may not be able to meet its financial obligations due
to deterioration of its financial viability, credit ratings or bankruptcy. The allowance for credit losses is based on the best information
available to the Company and is reevaluated and adjusted as additional information is received. The Company evaluates the allowance based
on historical write-off experience, the size of the individual customer balances, and past-due amounts. At fiscal year-end 2024 and 2023,
the Company had an allowance for credit losses of $ 12,489 and $ 32,814, respectively. The decrease in allowance for credit loss is attributable
to collections made during fiscal year 2024 from one customer who had become delinquent on some of their payments during fiscal year
2023.

 A
roll-forward of the Company's allowance for credit losses for the years ended is as follows:

 2024

 2023

 Allowance for credit losses, beginning of year

 $
 32,814

 $
 7,807

 Current period provision

 ( 19,094
)

 25,941

 Write-off

 ( 1,231
)

 ( 934
)

 Recovery

 -

 -

 Allowance for credit losses, end of year

 $
 12,489

 $
 32,814

 P.
 Leases

 On
April 1, 2022, the Company moved office locations from 1201 Dove Street, Suite 300 in Newport Beach, California to 19800 MacArthur Boulevard,
Suites 306 and 307, in Irvine, California. Our current lease was set to expire as of March 31, 2025, but was renewed on December 10,
2024 for an additional 12-month lease, with a new expiration of March 31, 2026 with no extension options.

 The
Company follows the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for
all leases. As of December 31, 2023, the Company recognized the operating lease right-of-use assets of $ 56,489, lease liabilities for
operating leases of $ 56,489, and a zero cumulative-effect adjustment to accumulated deficit. As of December 31, 2024, there are no operating
lease right-of-use assets or liabilities. The Company elected to not apply the requirements of ASC 842 for short-term leases. Short-term
leases are defined as leases that, at the commencement date, have a lease term of 12 months or less. Lease expense is recognized on a
straight-line basis over the lease term. If a Company lease does not provide an implicit rate, the Company develops an estimated incremental
borrowing rate at the commencement date based on the estimated rate at which it would borrow, in the current economic environment, an
amount equal to the lease payments over a similar term on a collateralized basis which is used to determine the present value of lease
payments. The Company had no finance leases at December 31, 2024 and 2023.

Inc.

 Q.
 Subsequent Events

 In
accordance with ASC 855-10, Company management reviewed all material events through the date of issuance and there are no material subsequent
events to report.

 NOTE
3 – RECENTLY ISSUED ACCOUNTING STANDARDS

 Recently
Adopted Accounting Guidance

 On
January 1, 2024, the Company retroactively adopted ASU 2023-07: Improvements to Reportable Segment Disclosures. This ASU, which amends
Topic 280: Segment Reporting, improves disclosure requirements for reportable segments and enhances disclosures for companies
with single reportable segments. The adoption did not have a material impact on the Company's financial statements.

 The
Company conducts its business activities and reports financial results as a single reportable segment, the workers' compensation
cost containment specialists segment, based on the nature of its business and accounting policies, which are described throughout Notes
1 and 2. The Chief Operating Decision Maker ("CODM") is its executive team. The CODM makes decisions about allocating resources
and assessing performance in a manner consistent with the way the Company operates its business and presents its financial results, using
the same net income that is also reported on the consolidated statements of operations as net income. There are no reconciling items
to the consolidated statements of operations. The measurement of segment assets is reported on the consolidated balance sheet as total
assets. The CODM uses net income to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest
profits into the workers' compensation cost containment specialists segment or into other parts of the entity. All of the Company's
customers are based in the United States.

 In
June 2016, the FASB issued ASU 2016-13, "Measurement of Credit Losses on Financial Instruments," which requires measurement
and recognition of expected versus incurred credit losses for financial assets held. The measurement of expected credit losses should
be based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable
forecasts that affect the collectability of the reported amount. The guidance is effective for annual reporting periods beginning after
December 15, 2022, and interim periods within those annual periods. The Company adopted ASU 2016-13 in 2023, using the modified retrospective
approach with an immaterial impact to the Company's financial statements as of January 1, 2023.

 NOTE
4 – PROPERTY AND EQUIPMENT

 Scheduled
below are the assets, costs, and accumulated depreciation at December 31, 2024 and 2023.

 2024

 2023

 Computer equipment

 $
 244,519

 $
 255,783

 Furniture and fixtures

 13,284

 21,620

 Totals

 $
 257,803

 $
 277,403

 Less: accumulated depreciation

 ( 205,374
)

 ( 200,009
)

 Total Property and Equipment, net

 $
 52,429

 $
 77,394

 Depreciation expense for
the years ended December 31, 2024 and 2023, totaled $ 34,096 and $ 37,527, respectively.

 NOTE
5 – INCOME TAXES

 The
income tax provision for the years ended December 31, 2024 and 2023, consisted of the following:

 2024

 2023

 Current tax expense

 $
 379,239

 $
 375,107

 Deferred tax expense

 ( 54,550
)

 Total income tax provision

 $
 380,122

 $
 320,557

Inc.

 Deferred
income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. The Company's total deferred tax assets and deferred tax liabilities
at December 31, 2024 and December 31, 2023, are as follows:

 2024

 2023

 Current deferred tax assets (liabilities)

 Reserves

 $
 3,494

 $
 9,181

 Right-of-use asset

 -

 15,805

 Lease obligation

 -

 ( 15,805
)

 Unearned revenues

 9,385

 8,652

 Accrued expenses

 38,441

 41,832

 Net current deferred tax asset

 $
 51,320

 $
 59,665

 Long-term deferred tax assets (liabilities)

 Depreciation

 $
 ( 13,330
)

 $
 ( 20,794
)

 Net long-term deferred tax liability

 $
 ( 13,330
)

 $
 ( 20,794
)

 Total deferred tax asset

 $
 37,990

 $
 38,871

 The
reconciliation of income tax computed at statutory rates of income tax benefits is as follows:

 2024

 2023

 Percent

 Percent

 Expense at federal statutory rate of 21 %

 $
 265,388

 21.0
 %

 $
 225,646

 21.0
 %

 State income taxes, net of federal benefit

 96,155

 7.6
 %

 77,375

 7.2
 %

 Non-deductible expenses

 15,096

 1.2
 %

 10,326

 1.0
 %

 Other items

 3,483

 0.3
 %

 7,210

 0.7
 %

 Income tax provision

 $
 380,122

 30.1
 %

 $
 320,557

 29.9
 %

 NOTE
6 – LEASES

 The
Company rents office space at 19800 MacArthur Boulevard, Suites 306 & 307, in Irvine, California. This lease was to expire as of
March 31, 2025, but was renewed on December 10, 2024, for an additional 12 months, with a new expiration of March 31, 2026. The lease
provides 320 square feet of office space for the executive team and a shared office space for key employees to use as needed. All other
employees will continue to work remotely.

 The
components of lease expense and supplemental cash flow information related to leases for the period are as follows:

 Year Ended

 2023

 Lease Cost

 Operating lease cost (included in general and administrative in the Company's consolidated statement of operations)

 $
 59,217

 Other Information

 Cash paid for amounts included in the measurement of lease liabilities for the year ended December 31, 2023

 $
 41,898

 Weighted average remaining lease term – operating leases (in years)

 1.25

 Average discount rate – operating leases

 5.75
 %

 The
supplemental balance sheet information related to leases for the period is as follows:

 At

 2023

 Operating leases

 Remaining right-of-use assets

 $
 56,489

 Short-term operating lease liabilities

 44,519

 Long-term operating lease liabilities

 11,970

 Total operating lease liabilities

 $
 56,489

 Lease
expenses were $ 47,079 and $ 41,898 during the years ended December 31, 2024 and 2023, respectively.

Inc.

 NOTE
7 – ACCRUED EXPENSES

 As
of December 31, 2024 and 2023, accrued expenses consist of the following:

 2024

 2023

 Salaries and wages

 $
 130,960

 $
 100,053

 Compensated absences

 193,525

 185,763

 Legal fees

 2,964

 26,984

 Accounting fees

 64,183

 16,325

 Sales commissions

 19,558

 8,800

 Other

 11,783

 29,684

 Total

 $
 422,973

 $
 367,609

 NOTE
8 – INSURANCE FINANCING AGREEMENT

 The
Company entered into an insurance policy finance arrangement for business insurance coverage effective May 2024. The agreement will mature
in May 2025, with monthly payments of principal and interest of approximately $ 12,276 with interest at 9.3 %. At December 31, 2024, the
balance outstanding was approximately $ 35,305.

 NOTE
9 – EQUITY INCENTIVE AWARDS

 2018
 Plan

 The
Pacific Health Care Organization 2018 Equity Incentive Plan (the "2018 Plan") became effective on April 6, 2018. The 2018
Plan permits the granting of 8,000,000 shares of Common Stock (as adjusted to reflect the four-shares-for-one-share forward split of
the company's common stock that took effect on January 6, 2020). No awards or grants have been awarded or granted under the Plan.
The 2018 Plan provides for grants of equity incentive compensation to employees and consultants of the Company and such other individuals
the Company reasonably expects to become employees or consultants of the Company. The 2018 Plan allows for awards of (a) incentive stock
options, (b) non-qualified stock options, (c) stock appreciation rights, (d) restricted awards, and (e) other equity-based awards. The
2018 Plan will terminate automatically on the tenth anniversary of the 2018 Plan's Effective Date. The 2018 Plan is currently administered
by the full board of directors.

 The
Company did not award any equity incentive compensation during the years ended December 31, 2024 and 2023.

 NOTE
10 – EARNINGS PER SHARE OF COMMON STOCK

 The
computation of earnings per share of common stock is based on the weighted average number of shares outstanding at the date of these
consolidated financial statements. The fully diluted earnings per share includes 16,000 shares of Series A convertible preferred stock,
as disclosed in Section M of Note 2.

 Basic and Diluted Net Income per share calculation

 For the Years Ended

 2024

 2023

 Net Income to common stockholders

 $

 $

 Weighted average shares outstanding, basic

 Basic Net Income per share

 $
 0.07

 $
 0.06

 Weighted average shares outstanding, diluted

 12,816,000

 12,816,000

 Diluted Net Income per share

 $
 0.07

 $
 0.06

 For
the years ended December 31, 2024 and 2023, there were common stock equivalents related to convertible preferred stock that had a dilutive
effect of 16,000 shares.

 NOTE
11 – COMMITMENTS AND CONTINGENCIES

 From
time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.
Litigation is subject to inherent uncertainties, and an adverse result in such matters may arise from time to time that may harm the
Company's business. To the knowledge of management, there is no material litigation or governmental agency proceeding pending or
threatened against the Company or any of its subsidiaries. Further, the Company is not aware of any material proceeding to which any
director, member of senior management or owner of record or beneficially of more than five percent of any class of voting securities
of the Company, or any associate of any of them is a party adverse to or has a material interest adverse to the Company or any of its
subsidiaries.

Inc.

 NOTE
12 – BENEFITS AND OTHER COMPENSATION

 The
Company offers a 401(k)-profit sharing plan for employees who meet the eligibility requirements. Pursuant to the plan, the Company may
make discretionary matching contributions and/or discretionary profit-sharing contributions to the plan. All such contributions must
comply with federal pension laws, non-discrimination requirements and the terms of the plan. In determining whether to make a discretionary
contribution, the board of directors would evaluate current and prospective costs of such awards to the Company and management's
desire to reward and retain employees and attract new employees. To date, the Company has never made matching contributions and/or discretionary
profit-sharing contributions to any plan.

 NOTE
13 – RELATED PARTY TRANSACTIONS

 The
Company defines a related party as an individual who has the ability to exercise significant influence over the Company's management
or operations, including individuals who own 5 % or more of outstanding common stock or preferred stock of the Company and individuals
who perform consulting activities for the Company and are, or are related to, an individual who owns 5 % or more of outstanding common
stock or preferred stock of the Company.

 The
Company retains Donald P. Balzano, who is a shareholder owning 6.9 % of the Company's common stock, as legal counsel. Mr.
Balzano provides legal guidance and expertise in the workers' compensation industry on behalf of the Company. The fees paid to
Mr. Balzano are recorded in Professional Fees on the consolidated statement of operations. The retainer agreement with Mr. Balzano
has been in place for approximately 24 years. For the years ended December 31, 2024 and 2023, respectively, Mr. Balzano earned
$ 144,144 and $ 144,144 related to the retainer agreement.

 The
Company's former CFO, Kat Kubota, provides financial consulting services for the Company. Kat Kubota is the daughter of Tom Kubota,
the Company's CEO, President, Chairman of the Board and a majority shareholder of the Company, and sister of Lauren Kubota, the
Company's Vice President and Secretary, and a Board member. The fees paid to Ms. Kubota are recorded in Professional Fees on the
consolidated income statement. Fees for services not yet billed are included in Accrued Expenses on the consolidated balance sheet, totaling
$ 64,183 at December 31, 2024. This consulting arrangement commenced upon Ms. Kubota's resignation from the CFO position with the
Company on March 5, 2024, and for the year ended December 31, 2024, Ms. Kubota earned $ 64,183 for such services.

 NOTE
14 – IMMATERIAL CORRECTION OF AN ERROR

fiscal year 2024, the Company identified errors to the December 31, 2023 consolidated balance sheet related to $ 72,013 of dividends payable
which were actually paid during 2023. The December 31, 2023 consolidated balance sheet herein has been corrected to present the dividend
as paid ($ 72,013) and reduce the balance of cash ($ 72,013) and the statement of cash flows herein has been corrected to present the cash
used in financing activities for the dividend paid ($ 1,281,600). The correction of this item had no impact on the fiscal year 2023 consolidated
statement of operations and consolidated statement of stockholders' equity. The Company assessed the applicable guidance issued
by the Securities and Exchange Commission (SEC) and the Financial Accounting Standards Board (FASB) and has determined the impact of
the error is immaterial to the interim periods in fiscal year 2024 and fiscal year 2023.

fiscal year 2025, the Company identified the errors discussed below in the interim June 30, 2024 and September 30, 2024 consolidated
balance sheets. The Company assessed the applicable guidance issued by the Securities and Exchange Commission (SEC) and the Financial
Accounting Standards Board (FASB) and concluded these errors were not material, individually or in the aggregate, to the Company's
unaudited condensed consolidated financial statements for the aforementioned interim periods. However, the Company is providing in the
paragraphs below the corrections to its previously issued second and third quarter 2024 unaudited condensed consolidated financial information.

 The
June 30, 2024 consolidated balance sheet has been corrected to present the insurance financing agreement ($ 105,915) and increase the
balance of prepaid expenses ($ 105,915) and corresponding effect of the dividend correction noted above. Based on the corrections noted,
the statement of cash flows for the six months ended June 30, 2024 has been corrected, resulting in cash flow provided by operating activities
of $ 143,648 and cash flow provided by financing activities of $ 105,915.

 The
September 30, 2024 consolidated balance sheet has been corrected to present the insurance financing agreement ($ 70,610) and increase
the balance of prepaid expenses ($ 70,610) and corresponding effect of the dividend correction noted above. Based on the corrections noted,
the statement of cash flows for the nine months ended September 30, 2024 has been corrected, resulting in cash flow provided by operating
activities of $ 107,110 and cash flow provided by financing activities of $ 70,610.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM
 9A. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

 (a)
Disclosure Controls and Procedures

 Disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, are designed to provide reasonable assurance
that information required to be disclosed by a company in the reports it files or submits under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the
reports it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal
executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

 Our
management, including our Chief Executive Officer (who, since March 5, 2024, has also been acting as our Principal Financial Officer)
does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors
and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that
the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems,
no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because
of a simple error or mistake. Additionally, controls can be circumvented by individual acts, by collusion of two or more people or by
management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood
of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future
conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or
procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud
may occur and not be detected.

 Our
management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of
our disclosure controls and procedures as of the end of the period covered by this annual report. Based on the evaluation of our disclosure
controls and procedures as of December 31, 2024, the end of the period covered by this annual report, our principal executive officer
and principal financial officer concluded that our disclosure controls and procedures were not effective due to the material weakness
described below.

 (b)
Management's Report on Internal Control over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f)
or 15d-15(f) under the Exchange Act. Management assessed the effectiveness of our internal control over financial reporting based on
the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated
Framework (2013) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements in accordance with US GAAP. Based on this assessment, management has concluded that our internal control over financial reporting
is not effective as of December 31, 2024, due to the material weakness in internal controls over financial reporting as described below.

 This
annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to rules of the
Commission that permit us to provide only management's report in this annual report.

 (c)
Material Weakness in Internal Control over Financial Reporting

 A
material weakness is a deficiency, or a combination of deficiencies, in internal controls over financial reporting, such that there is
a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected
on a timely basis.

 As
of December 31, 2024, the Company identified a material weakness in internal control over financial reporting related to the identification
and recording of loan amounts payable and accounting for dividends paid. This material weakness could result in a misstatement of account
balances or disclosures that may result in a material misstatement of the annual or interim consolidated financial statements, which
would not be prevented or detected.

 (d)
Remediation Plan

 Remediation
efforts have already been implemented which primarily consist of new policies and procedures to assist management in recording transactions
appropriately, particularly related to identifying loan amounts payable and accounting for dividends paid. We will consider this material
weakness to be fully remediated once the applicable controls operate for a sufficient period of time and our management has concluded,
through testing, that these controls are operating effectively, which management expects to be completed by March 31, 2025.

 (e)
Changes in Internal Control Over Financial Reporting

 There
were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2024, that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 ITEM
 9B. OTHER INFORMATION

 None
of our directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or
sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1
trading arrangement" as defined in Item 408(c) of Regulation S-K.

 There
was no information required on Form 8-K during the fourth quarter of fiscal year 2024 that was not reported.

 ITEM
 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 None.

 PART
 III

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 The
following table sets forth our executive officers and directors, their ages, and all offices and positions they hold with the Company
as of March 5, 2025. There is no agreement or understanding between the Company or any other person and any director or executive officer
pursuant to which he or she was selected as a director or executive officer.

 Name

 Age

 Positions
 with the Company

 Since

 Executive

 Officer Since

 Tom Kubota

 Chief
 Executive Officer, President and Chairman of the Board of Directors (1)

 Sept. 2000

 Sept. 2000

 Lauren Kubota

 Director, Vice President, and Secretary

 Feb. 2018

 January 2024

 Kristina Kubota

 Director (2)

 Feb. 2018

 David Wang

 Nov. 2007

 Stacy Hadley

 Nov. 2016

 G nter Soraperra

 Nov. 2016

 (1)
 Tom
Kubota is the acting Principal Financial and Accounting Officer for the Company until a permanent replacement is hired.

 (2)
 Kristina
Kubota resigned as the Company's Chief Financial Officer and Secretary on March 5, 2024.

 Tom
Kubota. Since 2000, Mr. Kubota has been primarily engaged in the operations of the Company. Mr. Kubota also has over thirty years
of experience in the investment banking, securities, and corporate finance field. He held the position of Vice President at Drexel Burnham
Lambert; at Stem, Frank, Meyer and Fox; and at Cantor Fitzgerald. Mr. Kubota also founded Nanko Investments, Inc. and Laurkat Inc., in
1996 and 2018, respectively, which specialized in providing capital formation services to high tech and natural resources companies.
Mr. Kubota served as president of each firm from the time they were founded until 2019 when he elected to shutter their respective operations.
He has expertise in counseling emerging public companies and has previously served as a director of both private and public companies.
Mr. Kubota is not currently, nor has he in the past five years been, a nominee or director of any other SEC registrant. Mr. Kubota is
qualified to serve on our board of directors due to his experience as the Company's president and chief executive officer, and his experience
in investment banking and corporate finance.

Kubota. Ms. Kubota joined the Company in June 2014 and currently serves as the Company's Vice President and Secretary. Ms.
Kubota previously served as the Company's Risk Manager, the responsibilities of which she continues in her current role, including
oversight of some of the Company's broad business fundamentals, such as risk management and personnel. In her current role, she also
directs risk management activities, mitigating legal, insurance, financial, security, disaster recovery and business continuity, human
resources, vendor, and other business risks. Ms. Kubota is also responsible for developing and implementing policies, procedures, and
best practices to comply with applicable laws and regulations, contract terms, and other best business practices essential to the continued
successful operation of the Company, and will continue to plan company-wide advancements in operations, quality management, sustainable
business growth, and technological enhancements. She has also developed and implemented numerous initiatives in customer retention, government
relations, vendor management, SOP and report reform, project management, sales and marketing, information technology, information security,
premises improvement, systems optimization, accreditation, employee recruitment and retention, leadership training, employee engagement,
communications, and other business improvements. During her employment with the Company, Ms. Kubota has also served in project-based
roles as an Account Manager (3.5 years), Quality Assurance Auditor (6 months), and in launching the Company's Workers' Compensation
Lien Defense service line (6 months).

 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, now named UC Law
San Francisco, in 2011. She was appointed to the board of directors of the Company in February 2018. Ms. Kubota is not currently, nor
has she in the past five years, been a nominee or director of any other SEC registrant. Ms. Kubota is qualified to serve on our board
of directors due to her educational background and legal experience, as well as her knowledge of and comprehensive participation in the
policies, operations, and risk management of the Company.

 Kristina
Kubota. Ms. Kubota is currently a financial consultant for the Company and was the Company's Chief Financial Officer from
January 2021 through March 5, 2024. Ms. Kubota served as the Company's Controller from November 2017 to January 2021, where
her primary responsibilities included general ledger accounting, analyzing and reconciling accounts and records for service lines,
verifying revenues, expenses, and other accounting functions. Ms. Kubota joined the Company as a Quality Assurance Auditor in
January 2014. As a Quality Assurance Auditor, she was responsible for developing and auditing policies and procedures, developing
and implementing data analyses and reporting capabilities that optimize statistical efficiency and quality. She has also developed
and implemented policies and procedures which resulted in MMC receiving full accreditation for Workers' Compensation
Utilization Review Management from URAC. Ms. Kubota earned a Bachelor of Arts degree in Finance from California State University,
Northridge in 2012. Ms. Kubota is not currently, nor has she in the past five years been, a nominee or director of any other SEC
registrant. Ms. Kubota is qualified to serve on our board of directors due to her educational background, URAC accreditation and
financial and accounting experience, including her knowledge of data and statistical analytics skills.

 David
Wang. Since January 2021, Mr. Wang has been managing a private investment portfolio consisting of stocks, options, and futures. Previously,
from 2018 to 2020 he served as the Co-CEO of Hacknowledge, LLC. Hacknowledge shuttered its operations in December 2020, as a result of
the impacts of the COVID-19 pandemic on its business. Hacknowledge offered a Managed Detection and Response (MDR) cybersecurity solution.
Mr. Wang was responsible for day-to-day operations of Hacknowledge, including business development, marketing, and sales. From late 2013
to 2017, Mr. Wang served as a managing member of Reef Capital Management, LLC, where he managed a fund that was created to generate long-term
cash flow to investors by investing primarily in drilling and development of oil projects. Prior to joining Reef Capital Management,
Mr. Wang was a consultant to high tech companies, through which he assisted a cloud computing company expand its coverage outside of
Asia and assisted a cell phone manufacturer explore a joint venture with a manufacturer in Brazil to build low-cost smart phones and
tablets utilizing various government tax incentives. Mr. Wang earned a Bachelor of Science in Computer Science/Mathematics from the University
of California, Los Angeles (UCLA) in 1985. He earned a Master of Business Administration degree with an emphasis in Financial and Entrepreneurial
Studies from the Anderson School at UCLA in 2000. Mr. Wang is not currently, nor has he in the past five years been, a nominee or director
of any other SEC registrant. Mr. Wang is qualified to serve on our board of directors due to his education background, his experience
in entrepreneurial business enterprises, his understanding of cybersecurity issues and his favorable history of attracting venture capital
funds through his established contacts in the investment banking community.

 Stacy
Hadley. Mrs. Hadley has over 30 years of accounting and audit experience. She is employed as Chief Financial Officer of Radius Engineering,
Inc. Her current responsibilities include overseeing and implementing the Company's financial management, forecasting, financial reporting,
job costing and financial transactions, regulatory compliance, supply chain and facilities management. Mrs. Hadley was a Partner at Now
CFO, a provider of outsourced accounting and financial solutions, from September 2015 through March 2021. She was responsible for consulting
services in Houston, Texas and Salt Lake City, Utah, overseeing projects, and serving as Controller/CFO for various companies. From November
2014 to September 2015, Mrs. Hadley was employed by Harman International as a Compliance and Financial Consultant where, among other
things, she oversaw compliance reporting of four business units and divisional shared services, worked with finance directors to implement
and document internal control testing, and documented procedures to ensure adherence with company policies and internal controls. From
December 2012 to November 2014, Mrs. Hadley served as the Controller for Dalbo Holdings where she was responsible for general ledger
accounting, analyzing and reconciling accounts and records for service lines, verifying revenues, expenses, and other accounting functions.
Mrs. Hadley received licensure as a Certified Public Accountant in July 2014. Mrs. Hadley received a Bachelor of Science Degree in Accounting
and a Master's Degree in Accounting from Weber State University, Utah in 2010 and 2012, respectively. During the past five years
Mrs. Hadley has not served, and she does not currently serve, as a director of any other SEC registrant or any registered investment
company. Mrs. Hadley is qualified to serve on our board of directors due to her years of accounting and auditing experience both with
accounting firms, and in-house with several different employers, as well as her educational background and her CPA licensure.

 G nter
Soraperra. Mr. Soraperra has served as the Chief Executive Officer of Traunkristall Design since 2000.
 Traunkristall specializes in the design, production, and sale of high-end hand-made crystal products and has business activities
in more than 25 countries. Among other things, Mr. Soraperra is responsible for setting strategy and direction, allocation of capital,
and overseeing sales and marketing at Traunkristall. Mr. Soraperra received a Master of Business Administration degree from the University
of Graz, Austria in 1990. Over the past fifteen years Mr. Soraperra has also served as a Senior Vice President of a private Swiss investment
group responsible for coordinating international activities, financing and mergers and acquisitions. He has also served on the advisory
boards of various international companies. In the past five years Mr. Soraperra has not served, and he does not currently serve, as a
director of any other SEC registrant or any registered investment company. Mr. Soraperra is qualified to serve on our board of directors
due to his years of strategy, management, finance, and operational experience.

 Family
 Relationships

Kubota and Kristina Kubota are sisters, and are daughters of Tom Kubota.

 Code
of Ethics

 Our
board of directors has adopted a code of ethics that applies to our principal executive officer, principal financial officer,
principal accounting officer or controller and to people performing similar functions. The code of ethics is designed to deter
wrongdoing and to promote (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest
between personal and professional relationships, (ii) full, fair, accurate, timely and understandable disclosure in reports and
documents we file with, or submit to, the Commission and in other public communications we make, (iii) compliance with applicable
governmental laws, rules and regulations, (iv) prompt internal reporting of violations of the code, and (v) accountability for
adherence to the code. We will provide a copy of our code of ethics, without charge, to any person upon receipt of the written
request for such delivered to our corporate headquarters. All such requests should be sent to the care of Pacific Health Care
Organization, Inc., Attn: Corporate Secretary, 19800 MacArthur Blvd, Suite 306 & 307, Irvine, CA 92612. A copy of our code of
ethics has been posted on our website and may be viewed at www.pacifichealthcareorganization.com.
If we make any substantive amendments to, or grant any waivers from, the code of ethics for any officer or director, we will
disclose the nature of such amendment or waiver on our website or in a Current Report on Form 8-K.

 Insider
Trading Policy

 We
have an Insider Trading Policy governing the purchase, sale, and other dispositions of our securities by our directors, officers, and
employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing
standards applicable to us. The foregoing summary of our Insider Trading Policy is not complete and is qualified in its entirety by reference
to the full text of our Insider Trading Policy provided herewith as Exhibit 19.1.

 Committees
of the Board of Directors

 The
OTCQB does not require us to have a separately designated standing audit committee, a compensation committee or a nominating and corporate
governance committee. Our board of directors has determined that it is in the Company's best interest to have the full board fulfill
the functions that would be performed by these committees.

 While
we do not currently have a standing audit committee, our board of directors believes that were it to establish an audit committee, Mrs.
Hadley would qualify as an independent director and possesses the attributes necessary to be considered an "audit committee financial
expert" under the rules adopted by the Commission pursuant to the Sarbanes-Oxley Act of 2002.

 Procedures
for Security Holders to Nominate Candidate to the Board of Directors

 There
have been no material changes to the procedures by which shareholders may recommend nominees to our board of directors since March 30,
2012, the date we last provided information regarding our director nomination process.

 ITEM
 11. EXECUTIVE COMPENSATION

 The
table below summarizes compensation paid to or earned by our named executive officers ("NEOs") for the years ended December
31, 2024 and 2023. No other executive officer of the Company had total compensation of $100,000 or more during the year ended December
31, 2024.

 Summary
Compensation Table

 Name
 and principal position

 Year

 Salary

 ($)

 Bonus

($)

 Stock

 Awards

 ($)

 Option

Awards

 ($)

 Non-Equity

 Incentive Plan

 ($)

 Non-Qualified

Deferred

Earnings

($)

 All
 Other

 ($)

 Total

 ($)

 (a)

 (b)

 (c)

 (d)

 (e)

 (f)

 (g)

 (h)

 (i)

 (j)

 Tom
 Kubota

 2024

 $
 193,536

 $
 1,000

 $
 -

 $
 -

 $
 -

 $
 -

 $
 24,195
 (1)

 $
 218,731

 Chief
 Executive Officer, President and Director

 2023

 $
 193,536

 $
 1,000

 $
 -

 $
 -

 $
 -

 $
 -

 $
 31,959
 (2)

 $
 226,495

 Kristina
 Kubota

 2024

 $
 24,659

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 93,542
 (4)

 $
 118,201

 Chief
 Financial Officer (3), Secretary (3) and Director

 2023

 $
 115,000

 $
 1,000

 $
 -

 $
 -

 $
 -

 $
 -

 $
 10,229
 (5)

 $
 126,229

 Kubota

 2024

 $
 115,000

 $
 1,000

 $
 -

 $
 -

 $
 -

 $
 -

 $
 13,589
 (7)

 $
 129,589

 Vice
 President (6), Secretary (6) and Director

 2023

 $
 103,885

 $
 1,000

 $
 -

 $
 -

 $
 -

 $
 -

 $
 8,391
 (8)

 $
 113,276

 (1)
 Reflects
 health insurance premiums of $6,722, auto expense of $6,796, director's fees of $7,200,
 and phone/internet reimbursement of $3,477.

 (2)
 Reflects health insurance
 premiums of $5,391, auto expense of $6,381, director's fees of $2,400, phone/internet reimbursement of
 $ 2,900, and partial payment of unused paid time off of $14,887.

 (3)
 Kristina
 Kubota served as the Company's Chief Financial Officer and Secretary during fiscal
 year 2023 and the first two months of fiscal year 2024. She resigned from those positions
 on March 5, 2024.

 (4)
 Reflects health insurance
 premiums of $1,327, director's fees and board meeting secretary fees of $7,550, consultant fees of
 $ 64,183, and phone/internet reimbursement of $150.

 (5)
 Reflects
 health insurance premiums of $5,329, director's fees and board meeting secretary fees
 of $3,100, and phone/internet reimbursement of $1,800.

 (6)
 Kubota was not serving as an executive officer of the Company during fiscal year 2023 or
 the first two months of fiscal year 2024. She was appointed as Vice President on January
 3, 2024, and became Secretary on March 6, 2024.

 (7)
 Reflects
health insurance premiums of $4,739, director's fees and board meeting secretary fees of $8,250, and phone/internet reimbursement
of $600.

 (8)
 Reflects
 health insurance premiums of $5,391, and director's fees of $2,400, and phone/internet
 reimbursement of $600.

 Narrative
Disclosure to Summary Compensation Table

 Employment
 Agreements

 We
do not have written employment agreements with Tom Kubota or Lauren Kubota. Our NEOs are or were, as applicable, employed on an at-will
basis and we can terminate their employment at any time, with or without cause. After Kristina Kubota's resignation as an employee
of the Company on March 5, 2024, the Company engaged her as a third-party financial consultant under an independent contractor agreement.
Pursuant to that independent contractor agreement, Kristina Kubota's services are billed at an hourly rate of $120.00 and the Company's
engagement with her may be terminated at any time by either party with or without cause.

 Base
 Salary

 Base
salary is used to recognize the experience, skills, knowledge, and responsibilities required of our NEOs. The base salary for each NEO
is typically set at the time the individual is hired based on the factors discussed in the preceding sentence and the negotiation process
between us and the NEO. We also take into consideration the individual's past performance and experience, the expertise we need
and local market and labor conditions. Changes to base salary, if any, are determined based on several factors, including evaluation
of performance, anticipated financial performance of the Company, economic condition and local market and labor conditions. Mr. Kubota's
base salary for 2024 was $193,536. Ms. L. Kubota's base salary for 2024 was $115,000. Ms. K. Kubota's base salary for 2024
was $115,000, up until her resignation in March 2024.

 Non-Equity
Incentive Compensation

 From
time to time, we may make cash awards to our employees, including the NEOs. Such awards may be designed to incentivize employees over
a specified period pursuant to pre-established, performance-based criteria, the accomplishment of which is substantially uncertain at
the time the criteria are established. In the event this type of cash award is made, it would be reflected in the " Summary Compensation
Table " under a separate column entitled " Nonequity Incentive Plan Compensation." The criteria for earning
non-equity incentive bonuses may be based on corporate financial performance measures that would be developed by our board of directors
at the time such non-equity incentive plan is established. Our board has discretion to determine the applicable performance measures
and the appropriate weighting of such measures at the time it establishes any non-equity incentive plan. Our board of directors did not
establish non-equity incentive compensation plans during the years ended December 31, 2024 or 2023, and no non-equity incentive compensation
was awarded during these years. Similarly, as of the date of this annual report, the board of directors has not awarded non-equity incentive
compensation to our NEOs, although there is nothing that prohibits the board of directors from doing so at any point during fiscal year
2025.

 Bonuses

 We
may also make cash awards to employees that are not part of any pre-established, performance-based criteria. To the extent awards are
made to our NEOs, such awards are reported in the " Summary Compensation Table " in the column entitled " Bonus."

 The
Company is under no contractual or other obligation to award cash bonuses. We awarded total aggregate bonuses to our NEOs in the amounts
of $2,000 and $3,000 during fiscal year 2024 and fiscal year 2023, respectively.

 Equity
Incentive Compensation

 Our
equity incentive award program is a vehicle we may use to offer long-term incentives to our employees. From time to time, we may also
make equity incentive awards to our NEOs, employees, and consultants in the form of stock options, restricted stock grants or some other
form of equity award. Equity incentive awards are reflected in the " Summary Compensation Table " under the columns
entitled " Stock Awards " and " Option Awards " as appropriate.

 Our
board of directors has no obligation to award equity incentive compensation. That does not mean the board of directors may not, as it
deems appropriate, award equity incentive compensation when it deems such to be appropriate in the future.

the years ended December 31, 2024 or 2023, our board of directors awarded no equity incentive compensation to our NEOs. The board of
directors has also not awarded equity incentive compensation to our NEOs as of the date of this annual report, although there is nothing
that prohibits the board of directors from doing so at any point during the 2025 fiscal year.

 Policies
and Practices for Granting Certain Equity Awards

 We
have not granted any equity incentive awards under our equity incentive award program. Our equity incentive award program is administered
by our board of directors, who are responsible for the timing and terms of equity awards. We do not follow a predetermined schedule for
the granting of equity awards; instead, each grant is considered on a case-by-case basis to align with our strategic objectives and to
ensure the competitiveness of our compensation packages. If and when we issue such awards, our board of directors will determine when
to grant such awards (for example, whether such awards are granted on a predetermined schedule); whether they take material nonpublic
information into account when determining the timing and terms of such an award, and, if so, how they take material nonpublic information
into account when determining the timing and terms of such an award. In any event, we will take precautions reasonably designed to ensure
we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

 As
noted above, during fiscal year 2024, no NEOs were awarded stock options or other equity awards.

 Benefits
and Other Compensation

 We
currently provide health care benefits, including medical, vision and dental insurance, subject to certain deductibles and
co-payments to our full-time employees. We also provide for paid time off ("PTO"), which includes vacation, sick leave
and other out-of-the-office time and is accrued and paid in accordance with our PTO policy and the Paid Sick Leave laws of
California. We may also provide group life and disability insurance to employees who are eligible to participate in such
programs.

 We
offer a 401(k)-profit sharing plan for employees who meet the eligibility requirements. Pursuant to the plan, we may make discretionary
matching contributions and/or discretionary profit-sharing contributions to the plan. All such contributions must comply with federal
pension laws, non-discrimination requirements and the terms of the plan. In determining whether to make a discretionary contribution,
the board of directors would evaluate current and future prospects and management's desire to reward and retain employees and attract
new employees. To date, we have never made matching contributions and/or discretionary profit-sharing contributions to any plan.

 Other
than the foregoing, we do not offer any retirement or other benefit plans to our employees, including our NEOs; however, our board of
directors may adopt plans as it deems to be reasonable under the circumstances.

 Our
NEOs are entitled to participate, if eligible under such benefit plans, in any insurance programs we offer to our employees, are eligible
for PTO and to participate in such other fringe benefit programs as we may make available to our other employees. Non-executive employees
can cash out up to 80 hours of PTO per request and executives do not have a cap on the hours of PTO eligible for a cash out. However,
we reserve the right to deny or modify the cash out requests.

 Nonqualified
Deferred Compensation

 We
offer no defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified to any
of our employees including our NEOs.

 Pension
 Benefits

 We
offer no pension or other specified retirement payments or benefits, including but not limited to tax-qualified deferred benefit plans
and supplemental executive retirement plans to our NEOs.

 Termination
and Change in Control

 We
do not have agreements, plans or arrangements, written or unwritten, with any of our NEOs that would provide for payments or other benefits
to any of our NEOs following, or in connection with, the resignation, retirement or other termination of any NEO or change in control
of the Company or a change in the responsibilities of any NEO following a change in control of the Company.

 OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR- END

 As
of December 31, 2024, there were no outstanding equity awards held by our NEOs.

 None
of our NEOs exercised any stock options or had any stock vest related to grants made in connection with their employment during the year
ended December 31, 2024.

 DIRECTOR
 COMPENSATION

 We
offer cash compensation to attract and retain candidates to serve on our board of directors.

 Meeting
 Fees

 All
directors receive a fee of $1,200 and the recording secretary receives a fee of $350 per meeting for each meeting attended either in
person or telephonically. Additionally, all directors are paid $1,000 for attendance at the annual meeting of stockholders, plus airfare
and hotel expenses.

 Equity

 We
do not currently have a fixed plan for the award of equity compensation to our directors, and we did not award any equity compensation
to any of our directors during the year ended December 31, 2024.

Compensation Table

 The
following table sets forth a summary of the compensation we paid to our directors during the year ended December 31, 2024.

 Name

 Fees
 Earned or
 Paid in
 Cash
 ($)

 All Other
 ($)

 Total
 ($)

 Tom Kubota

 $
 7,200

 $
 211,531
 (1)

 $
 218,731

 David Wang

 $
 7,200

 $
 -

 $
 7,200

 G nter Soraperra

 $
 7,200

 $
 -

 $
 7,200

 Stacy Hadley

 $
 7,200

 $
 3,650
 (2)

 $
 10,850

 Lauren Kubota

 $
 8,250
 (4)

 $
 121,339
 (3)

 $
 129,589

 Kristina Kubota

 $
 7,550
 (4)

 $
 110,651
 (3)

 $
 118,201

 (1)
 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.

 (2)
 This
 amount reflects consulting fees paid to Ms. Hadley during fiscal year 2024 pursuant to the
 Independent Consultant Agreement between the Company and Ms. Hadley provided herewith as
 Exhibit 10.4.

 (3)
 fiscal year 2024, Lauren and Kristina Kubota were both employees of the Company. Kristina
 Kubota resigned as an employee on March 5, 2024, but remains a board member. These amounts
 reflect their salaries and other compensation they received in connection with their employment
 during fiscal year 2024. For more details regarding their compensation, please see " Summary
 Compensation Table " above.

 (4)
 Kubota and Kristina Kubota were paid additional fees of $350 for the times they served as
 Secretary at each meeting of the board of directors.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
following table sets forth, as of March 13, 2024:

 each
 person known to us to beneficially own more than 5% of our common stock or Series A convertible
 preferred stock;

 each
 of our named executive officers;

 each
 member of our board of directors; and

 all
 our directors and executive officers as a group.

 On
March 13, 2024, there were 12,800,000 shares of common stock issued and outstanding and 16,000 shares of Series A convertible preferred
stock issued and outstanding.

 Beneficial
ownership is determined in accordance with the rules of the Commission. These rules generally attribute beneficial ownership of
securities to persons who possess sole or shared voting power or investment power with respect to such securities. Except as
otherwise indicated, the persons or entities listed below have sole voting and investment power with respect to all shares of the
Company's common stock and Series A convertible preferred stock beneficially owned by them, except to the extent this power
may be shared with a spouse.

 Unless
otherwise indicated, the address of each person or entity named in the table is 19800 MacArthur Blvd, Suite 306 & 307, Irvine, CA
92612.

 Common Stock Beneficially Owned (1)

 Series A Convertible Preferred Stock
 Beneficially Owned (2)

 Name of Beneficial Owner

 Number

 %

 Number

 %

 Directors and Named Executive Officers:

 Tom Kubota (3)

 8,410,000

 65.7
 %

 %

 Kristina Kubota (3)

 8,000

 *
 %

 --

 --
 %

 Lauren Kubota (3)

 8,000

 *
 %

 --

 --
 %

 Stacy Hadley

 --

 --
 %

 --

 --
 %

 G nter Soraperra

 --

 --
 %

 --

 --
 %

 David Wang

 --

 --
 %

 --

 --
 %

 All directors and executive officers as a group (6 persons)

 8,426,000

 65.4
 %

 %

 5% Shareholders:

 Donald P. Balzano (4)

 878,640

 6.9
 %

 --

 --
 %

 5422 Michelle Drive

 Torrance, CA 90503

 Bruce & Sarah Everakes (5)

 702,356

 5.5
 %

 --

 --
 %

 3442 River Falls Drive

 Northbrook, IL 60062

 *
 Less
than 1%.

 (1)
 Excludes
 shares of common stock that may be deemed to be beneficially owned by such persons due to
 their beneficial ownership of Series A convertible preferred stock, which are convertible
 to common stock on a one-share-for-one-share basis at any time at the election of the holder.

 (2)
 Each
 share of Series A convertible preferred stock is convertible to common stock on a one-share-for-one-share
 basis at any time at the election of the holder. Each share of Series A convertible preferred
 stock entitles its holder to vote together with the common stock as a single class on all
 matters presented to the Company's common stockholders for their vote. Each outstanding
 share of Series A convertible preferred stock votes as 20,000 shares of common stock. The
 Series A convertible preferred stock ranks in parity with the common stock on a per share
 basis, not on a per vote basis, as to any dividends, liquidation, dissolution or winding
 up of the Company.

 (3)
 Mr.
 Kubota holds the shares in the Tom Kubota Revocable Trust of 2013 (the "Trust").
 Mr. Kubota is the sole Trustee and settlor of the Trust. As such he may be deemed to have
 voting and/or investment power over the shares held by the Trust and therefore may be deemed
 to be the beneficial owner of those shares. Kristina Kubota and Lauren Kubota are currently
 beneficiaries of the Trust. As the Trust is revocable, Mr. Kubota could revoke the Trust
 or change its beneficiaries at any time. Kristina Kubota and Lauren Kubota have no voting
 or investment power over the shares held by the Trust. If Mr. Kubota is unable or unwilling
 to serve in the office of Trustee, the Trust documents currently provide that Kristina Kubota
 and Lauren Kubota would serve as successor co-trustees of the Trust.

 (4)
 Mr.
 Balzano is retained legal counsel for the Company.

 (5)
 Based
 on the Schedule 13G filed by Bruce Everakes on April 12, 2023, and on representations made
 by Bruce Everakes to the Company.

 Equity
Compensation Plans

 The
following table sets forth certain information relating to our 2018 Equity Incentive Plan, as of December 31, 2024:

 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

 -

 $
 -

 8,000,000
 *

 Equity compensation plans not approved by security holders

 -

 $
 -

 -

 Total

 -

 $
 -

 8,000,000
 *

 *
 Adjusted
to reflect the four-shares-for-one-share forward split of the Company's common stock that took effect on January 6, 2020.

 ITEM
 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Except
as disclosed in Item 11 Executive Compensation, during the years ended December 31, 2024 and 2023 and below, we did not engage
in transactions with related persons (as defined by Rule 404 of Regulation S-K (Instructions to Item 404(a))) that exceeded the
lesser of $120,000 or 1% of the average of our total assets at year-end for the last two fiscal years in which any such related person
had or will have a direct or indirect material interest.

 The
Company retains Donald P. Balzano, who is a shareholder owning 6.9% of the Company's common stock, as legal counsel. Mr.
Balzano provides legal guidance and expertise in the workers' compensation industry on behalf of the Company. The fees paid to
Mr. Balzano are recorded in Professional Fees on the consolidated income statement and any fees billed but not yet paid are included
in Accounts Payable on the consolidated balance sheet. Any fees for services not yet billed are included in Accrued Expenses on the
consolidated balance sheet. The retainer agreement with Mr. Balzano has been in place for approximately 24 years and was
inadvertently not previously disclosed. For the years ended December 31, 2024 and 2023, respectively, Mr. Balzano earned $144,144
and $144,144 related to the retainer agreement.

 Independence

 The
board has determined that as of date of this annual report, Mrs. Hadley, Mr. Soraperra and Mr. Wang would qualify as "independent
directors" as that term is defined in the listing standards of the NYSE American. Such independence definition includes a series
of objective tests, including that the director is not an employee of the company and has not engaged in various types of business dealings
with the company. In addition, the board of directors has made a subjective determination as to each independent director that no relationships
exist which, in the opinion of the board of directors, would interfere with the exercise of independent judgment in fulfilling the responsibilities
of a director.

 ITEM
 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 On
November 5, 2024, we engaged Boulay PLLP as our independent registered public accounting firm. Boulay PLLP audited our consolidated financial
statements for the fiscal year ended December 31, 2024. The following is a summary of fees for professional services billed (or to be
billed) to us by Boulay PLLP for fiscal year 2024 in each of the following categories:

 Boulay PLLP

2024

 Audit

 $
 60,000

 Audit related

 -

 Tax

 -

 All other

 -

 Total

 $
 60,000

 Audit
Fees. Audit fees were for professional services rendered in connection with the audit of the financial statements included in our
annual report and review of the financial statements included in our quarterly reports on Form 10-Q and for services normally provided
by our independent registered public accounting firm in connection with statutory and regulatory filings or engagements.

 Board
of Directors Pre-Approval Policies and Procedures. At its regularly scheduled and special meetings, our board of directors, in lieu
of an established audit committee, considers and pre-approves any audit and non-audit services to be performed by our independent registered
public accounting firm. The board of directors has the authority to grant pre-approvals of non-audit services.

 Our
full board of directors is responsible for the selection, review, and oversight of our independent registered public accounting firm.
The board of directors has not, as of the time of filing this annual report with the Commission, adopted policies and procedures for
pre-approving audit or permissible non-audit services performed by our independent registered public accounting firm. Instead, the board
of directors as a whole pre-approves all such services, except for services meeting a "de minimus" exception. To qualify
for the "de minimus" exception, the aggregate amount of all such non-audit services provided to the Company must constitute
no more than 5% of the total amount of revenues paid by us to our independent registered public accounting firm during the fiscal year
in which the non-audit services are provided; such services were not recognized by us at the time of the engagement to be non-audit services;
and the non-audit services are promptly brought to the attention of the board and approved prior to the completion of the audit by the
board or by one or more members of the board to whom authority to grant such approval has been delegated. In the future, our board of
directors may approve the services of our independent registered public accounting firm pursuant to pre-approval policies and procedures
adopted by the board of directors, or an audit committee if one is standing, provided the policies and procedures are detailed as to
the particular service, the board of directors is informed of each service, and such policies and procedures do not include delegation
of the board of director's responsibilities to our management.

 The
board of directors has determined that the provision of services by Boulay PLLP as described above is compatible with maintaining their
independence as our independent registered public accounting firm.

 PART
 IV

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (a)
 (1)
 Financial Statements

 The following
 financial statements of the registrant are included in response to Item 8 of this annual report:

 Report
 of Independent Registered Public Accounting Firm (Boulay PLLP PCAOB ID: #542)

 Report
 of Independent Registered Public Accounting Firm (GreenGrowth CPAs PCAOB ID: #6580)

 Consolidated Balance Sheet as of December 31, 2024 and 2023

 Consolidated Statements of Operations for the years ended December 31, 2024 and 2023

 Consolidated Statements of Stockholders' Equity for the years ended December 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023

 Notes to the Consolidated Financial Statements

 (a)
 (2)
 Financial Statement Schedules

 Schedules
are omitted because the required information is either inapplicable or presented in the audited consolidated financial statements or
related notes.

 (a)
 (3)
 Exhibits

 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)

 3.6

 Certificate of Designation of Rights, Privileges
 and Preferences of Series A Convertible Preferred Stock (4)

 3.7

 Articles of Amendment to Articles of Incorporation
 to affect four-shares-for-one-share forward split (5)

 3.8

 Articles of Amendment to Articles of
 Incorporation, dated December 27, 2019, including Amended Certification of Designation of Rights, Privileges and Preferences of Series
 A Convertible Preferred Stock to affect a four-shares-for-one-share forward stock split (6)

 10.1

 Pacific Health Care Organization, Inc.
 2018 Equity Incentive Plan (7)+

 10.2

 Services Agreement, dated January 2,
 2024, between the Company and NOW CFO (8)

 10.3

 Independent Consultant Agreement, dated
 March 5, 2024, between the Company and Kristina Kubota (9)

 10.4

 Independent Consultant Agreement, dated May 30, 2024, between the Company and Stacy Hadley*

 14.1

 Code of Ethics (10)

 16.1

 Letter from Pinnacle Accountancy Group of Utah (a dba of Heaton & Company, PLLC), dated December 22, 2023 (11)

 16.2

 Letter from GreenGrowth CPAs, dated November 6, 2024 (12)

 19.1

 Insider Trading Policy*

 21.1

 List of Subsidiaries*

 31.1

 Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 31.2

 Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 32.1

 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

 +
 Indicates
management contract, compensatory plan or arrangement of the Company.

 *
 Filed
or furnished herewith, as applicable.

 (1)
 by reference to Registrant's Registration Statement on Form 10-SB as filed with the
 Commission on September 19, 2002.

 (2)
 by reference to Registrant's Registration Statement on Form 10-SB/A-2 as filed with
 the Commission on July 13, 2004.

 (3)
 by reference to Registrant's Definitive Proxy Statement on Schedule 14A as filed with
 the Commission on March 13, 2008.

 (4)
 by reference to Registrant's Current Report on Form 8-K as filed with the Commission
 on November 22, 2016.

 (5)
 by reference to Registrant's Current Report on Form 8-K as filed with the Commission
 on March 27, 2018.

 (6)
 by reference to Registrant's Current Report on Form 8-K as filed with the Commission
 on January 2, 2020.

 (7)
 by reference to Registrant's Quarterly Report on Form 10-Q as filed with the Commission
 on May 15, 2018.

 (8)
 by reference to Registrant's Current Report on Form 8-K as filed with the Commission
 on January 5, 2024.

 (9)
 by reference to Registrant's Annual Report on Form 10-K as filed with the Commission
 on April 16, 2024.

 (10)
 by reference to Registrant's Annual Report on Form 10-KSB as filed with the Commission
 on April 17, 2007.

 (11)
 by reference to Registrant's Current Report on Form 8-K as filed with the Commission
 on December 22, 2023.

 (12)
 by reference to Registrant's Current Report on Form 8-K as filed with the Commission
 on November 7, 2024.

 (b)
 Exhibits:

 See
 Item
15(a) (3) above.

 (c)
 Financial
Statement Schedules: See Item 15(a) (2) above.

 ITEM
 16. FORM 10-K SUMMARY

 None.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this annual report
to be signed on its behalf by the undersigned, thereunto duly authorized.

 PACIFIC HEALTH
 CARE ORGANIZATION, INC.

 Date: March
 19, 2025

 By:

 /s/ Tom
 Kubota

 Tom Kubota Chief Executive
 Officer, President and Chairman of the Board (Principal Executive, Financial and Accounting
 Officer)

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the date indicated.

 Signatures

 Title

 Date

 /s/ Tom Kubota

 Chief Executive Officer,
 President

 Tom Kubota

 and Chairman of the Board

 /s/ Kristina Kubota

 Kristina Kubota

 /s/ David Wang

 David Wang

 /s/ Stacy Hadley

 Stacy Hadley

 /s/ G nter Soraperra

 G nter Soraperra

 /s/ Lauren Kubota

 Director, Vice President,
 and Secretary

 Lauren Kubota

 NONE 0001138476 false FY

 2024-06-30

 2025-03-19

 us-gaap: SeriesAPreferredStockMember

 us-gaap: SeriesAPreferredStockMember

 pfho: MedicalBillReviewMember

 pfho: MedicalBillReviewMember

 pfho: UtilizationReviewMember

 pfho: UtilizationReviewMember

 pfho: MedicalCaseManagementMember

 pfho: MedicalCaseManagementMember

 pfho: OtherRevenuesMember

 pfho: OtherRevenuesMember

 us-gaap: PreferredStockMember

 us-gaap: CommonStockMember

 us-gaap: AdditionalPaidInCapitalMember

 us-gaap: PreferredStockMember

 us-gaap: CommonStockMember

 us-gaap: AdditionalPaidInCapitalMember

 us-gaap: PreferredStockMember

 us-gaap: CommonStockMember

 us-gaap: AdditionalPaidInCapitalMember

 us-gaap: TransferredOverTimeMember

 us-gaap: TransferredOverTimeMember

 us-gaap: TransferredOverTimeMember

 us-gaap: TransferredOverTimeMember

 pfho: CustomerAMember

 pfho: CustomerBMember

 pfho: CustomerCMember

 pfho: CustomerAMember

 pfho: CustomerBMember

 pfho: CustomerCMember

 2020-01-06
 2020-01-06

 2023-06-20
 2023-06-20

 us-gaap: USTreasurySecuritiesMember

 us-gaap: USTreasurySecuritiesMember

 pfho: CustomerAMember

 pfho: CustomerAMember

 pfho: CustomerBMember

 pfho: CustomerBMember

 pfho: CustomerCMember

 pfho: CustomerCMember

 2018-04-06

 us-gaap: SeriesAPreferredStockMember

 us-gaap: SeriesAPreferredStockMember

 pfho: ShareholdersMember

 pfho: ConsultingMember
 pfho: ShareholdersMember

 pfho: ShareholdersMember
 pfho: MrBalzanoMember

 pfho: MrBalzanoMember

 pfho: MrBalzanoMember

 srt: ChiefFinancialOfficerMember
 pfho: MsKubotaMember

 srt: ScenarioPreviouslyReportedMember

 srt: RevisionOfPriorPeriodErrorCorrectionAdjustmentMember

 srt: RevisionOfPriorPeriodErrorCorrectionAdjustmentMember

 srt: RevisionOfPriorPeriodErrorCorrectionAdjustmentMember

 2024-06-30

 srt: RevisionOfPriorPeriodErrorCorrectionAdjustmentMember

 2024-09-30

 2024-09-30

 2024-10-01

 utr:sqft