Physicians Healthcare Management Group Announces Spin Off of Phyhealth Corporation Into New Standalone, Fully Reporting Public

^{Published on 2010-11-22 13:10:16 - Market Wire}
 

Physicians Healthcare Management Group Announces Spin Off of Phyhealth Corporation Into New Standalone,... -- MIAMI, Nov. 22, 2010 /PRNewswire-FirstCall/ --

Restructuring Designed to Enhance Capital Structure and Provide Clean Vehicle to Support Planned Growth

MIAMI, Nov. 22, 2010 /PRNewswire-FirstCall/ -- Physicians Healthcare Management Group, Inc. ("PHYH") (Pink Sheets: PHYH), today announced that it has spun-off Phyhealth Corporation ("Phyhealth"), formerly a wholly owned subsidiary of PHYH, into a standalone, fully reporting public company that will be traded under the symbol PYHH on the Over-the-Counter "OTCQB", Exchange, the middle tier of the OTC market reserved for SEC registered and reporting companies.  Following the spin-off, both Phyhealth and PHYH will be independent, publicly traded companies. PHYH will continue to be traded on the Over-the-Counter Pink Sheets.

As a result of the spin-off, all PHYH's common and preferred shareholders will receive one (1) share of Phyhealth for every fifty (50) shares of PHYH held as of November 8, 2010.  Phyhealth expects to issue 3,131,599 common shares, 3,240,008 Series A Preferred Convertible Shares and 622,332 Series B Preferred Convertible Shares to the PHYH shareholders on a prorata basis.  PHYH will retain 3,472,713 shares of Phyhealth common stock.

As a result of the spin-off, Phyhealth will assume all the businesses, assets and liabilities of PHYH and accordingly, PHYH post-spin-off will have no business, assets or liabilities other than the equity interest in the newly spun-off Phyhealth and $50,000 in cash.  

Robert Trinka, Phyhealth's CEO, stated, "After more than a year in process, we are pleased the spin-off registration has been declared effective on November 9, 2010.  We are very excited about the opportunities the company can now pursue under the new structure.  Given the initiatives we have underway, we believe this restructuring will enhance our capital structure for the benefit of investors and better enable us to seize upon the opportunities in the fast-evolving healthcare market place."  

"As a result of the restructuring, our business model remains unchanged, and consists of developing community health plans in partnership with physicians.  The restructuring removes a barrier for obtaining regulatory approval to receive an HMO Certificate of Authority and gives us a platform on which the Company can raise the additional funds needed to implement our community health plan model."

Phyhealth also offers, through its subsidiary, Phyhealth Underwriters, Inc. ("Underwriters") and its affiliate Physhield Insurance Exchange, a Risk Retention Group ("Physhield"), medical professional liability insurance (medical malpractice) to physicians.

Mr. Trinka continued, "Complementary to our community health plan model, we are marketing our Physhield medical malpractice insurance program aimed at qualified physicians and physician groups.  The Physhield program provides an immediate revenue opportunity, and we plan to develop Physhield as an independent business segment.  Physhield has now been registered and authorized to do business in Maryland, the District of Columbia, Nevada, Texas, California and Florida.   We are aggressively marketing Physhield in Maryland and DC through our Managing General Agent, Palumbo & Associates.  We are pleased with the strong early response to our marketing initiative and expect to underwrite physicians and generate premium revenue in the first quarter of 2011."

The trading of PYHH stock is expected to begin shortly through Spartan Securities Group, Ltd., the initial market maker.  All stockholders and their brokers are encouraged to contact Mr. Harry Jameson, Managing Partner, directly at 727-502-0508 concerning PYHH transactions.  

Investors are encouraged to review the company's Form 424B3 filed with the Securities and Exchange Commission on November 12, 2010.  The filing is available in its entirety at:

[ http://sec.gov/Archives/edgar/data/1472174/000147793210000849/phyhealth_424b3.htm ]

About Physicians Healthcare Management Group, Inc.

Phyhealth develops fully integrated healthcare organizations in partnership with physicians. Phyhealth Plans are designed to preserve the physician-patient relationship and deliver high-quality affordable healthcare within its selected communities. Phyhealth offers a turnkey, prepaid health plan solution to physicians for their individual patients who prefer to choose their own doctor and who make their own healthcare insurance purchasing decisions. Phyhealth Plans are unique in integrating all aspects of the delivery and financing of care, including providing medical liability insurance protection through Physhield Insurance Exchange, Phyhealth's exclusive risk retention group. The Phyhealth model empowers physicians to proactively manage their patient's general health and medical care and enhances physician financial rewards by increasing practice revenues, reducing expenses and restoring the economic value (equity) of their medical practices. Phyhealth Underwriters is the attorney-in-fact for Physhield and has a long-term agreement with Physhield to manage its operations.  Additional information is available at: [ http://www.phyhealth.com ].

Forward-Looking Statements

This press release contains statements, which may constitute "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief or current expectations of Physicians Healthcare Management Group, Inc., and members of its management as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.

SOURCE Physicians Healthcare Management Group, Inc.

RELATED LINKS
[ http://www.phyhealth.com ]