UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported) September
28, 2007
PUBLIC
COMPANY MANAGEMENT CORPORATION
(Exact
name of registrant as specified in its charter)
|
Nevada
(State
or other jurisdiction
of
incorporation)
|
000-50098
(Commission
File Number)
|
88-0493734
(IRS
Employer
Identification
No.)
|
|
5770
El Camino Road, Las Vegas,
Nevada
|
89118
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
Registrant’s
telephone number, including area code
(702) 222-9076
|
| |
|
N/A
(Former
name or former address, if changed since last
report.)
|
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01 Entry
into a Material Definitive Agreement.
On
September 28, 2007, Public Company Management Corporation (the “Company”) and
Stephen Brock, the Company’s President, CEO, majority shareholder and a director
entered into a contract pursuant to which Mr. Brock converted $1,019,657 of
debt
at $1.00 per share into 1,019,657 restricted shares of the Company’s common
stock.
Item
3.02 Unregistered Sales of Equity Securities.
On
September 28, 2007, Stephen Brock, the Company’s President, CEO, majority
shareholder and a director, converted $1,019,657 of debt at $1.00 per share
into
1,019,657 restricted shares of the Company’s common stock. The debt, which
consisted of various long-term loans and advances that Mr. Brock had extended
to
the Company, was fully satisfied as a result of the conversion.
The
Company issued the shares in reliance upon Section 4(2) of the Securities Act
since the transaction did not involve underwriters, underwriting discounts
or
commissions; the shares were restricted from further sale or transfer by
restrictive legends and applicable stop transfer instructions; the transaction
was not a result of general solicitation or advertising; and Mr. Brock, as
founder, director and executive officer of the Company, is an accredited
investor who had a previous relationship with the Company.
Item
7.01 Regulation FD Disclosure
On
October 31, 2006, the Company issued a press release announcing that Stephen
Brock, the Company’s President, CEO, majority shareholder and a director,
converted $1,019,657 of debt at $1.00 per share into 1,019,657 restricted shares
of the Company’s common stock. A copy of the Company's press release is attached
to this report as Exhibit 99.1 and incorporated herein by this
reference.
In
accordance with General Instruction B.2. of Form 8-K, the information presented
under this Item 7.01, including the Exhibit 99.1 attached hereto, shall not
be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that Section, nor shall they be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act except
as expressly set forth by specific reference in such a filing.
Item
9.01 Financial Statements and Exhibits.
(c) Exhibits.
|
Exhibit
No.
|
Description
|
| |
|
|
10.1*
|
Conversion
Agreement with Stephen Brock, dated September 28, 2007
|
|
99.1*
|
Press
Release issued October 31, 2007, announcing the conversion of debt
to
equity
|
*Filed
herein.
SIGNATURES
Pursuant
to the requirement of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Date: October 31, 2007 |
Public Company Management
Corporation |
| |
|
| |
/s/ Stephen Brock |
| |
Stephen Brock |
| |
Chief
Executive Officer
|