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) April
12, 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
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Entry
into a Material Definitive
Agreement.
|
On
April
12, 2007, Public Company Management Corporation (the “Company”) and Kipley J.
Lytel entered into a one-year consulting agreement, effective January 2, 2007,
pursuant to which Mr. Lytel will dedicate 3-4 hours per day as the Company’s
Chief Operating Officer, Secretary and a director. The consulting agreement
with
Mr. Lytel provides for a signing bonus of 25,000 registered shares of the
Company’s common stock, initial compensation of $2,000 per month, which will
increase to $3,000 per month upon reaching certain milestones defined in the
agreement, and an aggregate of 180,000 registered shares of the Company’s common
stock which shall accrue monthly in equal amounts of 15,000 shares per month.
In
addition, Mr. Lytel will receive bonuses upon the accomplishment of any one
of
several milestones (as set forth in the agreement) payable in registered or
restricted common stock of the Company.
On
April
12, 2007, the Company and Trae O'Neil High, entered into a one-year consulting
agreement, effective January 2, 2007, pursuant to which Mr. High serves as
the
Company’s Chief Legal Officer. On May 3, 2007, the Company and Mr. High entered
into an addendum to the consulting agreement pursuant to which Mr. High will
also serve as Treasurer and Chief Financial Officer during the Term of the
Agreement. The consulting agreement, as amended, provides that Mr. High will
devote at least 40 hours per week toward his duties to the Company. Mr. High
is
entitled to receive a signing bonus of 25,000 registered shares of the Company’s
common stock, cash compensation of $180,000 payable $15,000 per month, and
an
aggregate of 180,000 registered shares of the Company’s common stock which shall
accrue monthly in equal amounts of 15,000 shares. In addition, Mr. High will
receive bonuses upon the accomplishment of various milestones (as set forth
in
the agreement) payable in registered or restricted common stock of the Company
and 4% of the securities of each client held by the Company on or acquired
by
the Company after March 31, 2007.
In
addition to the consulting agreement, the Company and Mr. High have agreed
in
principle for Mr. High to provide legal services for the Company’s clients on
behalf of the Company. Mr. High’s consulting agreement includes a right of first
refusal on such engagements; provided that such right shall cease during any
time that Mr. High is engaged to prepare a registration statement for five
or
more of the Company’s clients or to prepare periodic and other reports under the
Exchange Act of 1934, as amended, for ten or more of the Company’s
clients.
The
Company may terminate each agreement at any time if the other party acts
unlawfully, dishonestly, negligently, incompetently or in bad faith, is
conviction of a felony; becomes permanently disabled or disabled for a period
exceeding 90 consecutive days or 90 days calculated on a cumulative basis during
the term of the agreement; breaches or defaults under any term of the agreement
if such breach or default has not been remedied to the reasonable satisfaction
of the Company within 14 days after written notice of the breach or default
has
been delivered by the Company; or at the will of the Company, upon 30 days
written notice upon a decision by the Company’s Chief Executive Officer. Mr.
Lytel and Mr. High may terminate their agreements at any time after the
expiration of 120 days of the date on which there is a change of control or
the
Company has a successor (as described in the agreement); upon the default or
breach of any term of the agreement by the Company if such breach or default
has
not been remedied or is not being remedied to their reasonable satisfaction
within 14 days after written notice of the breach or default has been delivered
to the Company; or at their will upon 30 days written notice to the
Company.
| Item
1.02 |
Termination
of a Material Definitive
Agreement.
|
On
May 3,
2007, Joshua A Gottesman and the Company terminated the employment agreement
between them pursuant to which Mr. Gottesman served as the Company’s CFO. The
Company’s understanding is that Mr. Gottesman has opened an accounting or CPA
firm which requires more of his time and would have taken away from the time
that he could spend on the Company. The material terms of the employment
agreement are contained in the Company’s report on Form 8-K filed with the
Commission on November 1, 2006, and incorporated by reference in this report
pursuant to General Instruction B.3.
| Item
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensation Arrangements of Certain
Officers.
|
On
May 3,
2007, Joshua A. Gottesman resigned as the Company’s CFO and Trae O'Neil High,
who holds a BBA in Finance, an MS in Accounting, a JD and an LLM in Taxation
and
has experience in SEC audits was elected as CFO. Mr. High has served as the
Company’s Chief Legal Officer since January 2006. Biographical information
relating to Mr. High and information regarding transactions between the Company
and Mr. High is contained in the Company’s annual report on Form 10-KSB filed
with the Commission on December 28, 2006, and incorporated by reference in
this
report pursuant to General Instruction B.3.
| Item
9.01 |
Financial
Statements and
Exhibits.
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|
Exhibit
No.
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Description
|
| |
|
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10.1*
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Consulting
Agreement with Kipley J. Lytel, CFA, dated April 12, 2007, effective
January 2, 2007
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|
10.2*
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Consulting
Agreement with Trae O'Neil High, dated April 12, 2007, effective
January
2, 2007
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10.3*
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Addendum
to Consulting Agreement with Trae O'Neil High, dated May 3,
2007
|
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10.4(1)
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Employment
Agreement with Joshua A. Gottesman, CPA, dated November 1,
2006
|
| |
(1)
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Filed
as Exhibit 10.1 to the registrant’s Form 8-K filed with the Commission on
November 1, 2006, and incorporated herein by
reference.
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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.
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| Date:
June 7, 2007 |
Public Company Management
Corporation |
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/s/
Stephen Brock |
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Stephen
Brock
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Chief
Executive Officer
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