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) November
1, 2006
PUBLIC
COMPANY MANAGEMENT CORPORATION
(Exact
name of registrant as specified in its charter)
|
Nevada
(State
or other jurisdiction
of
incorporation)
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000-50098
(Commission
File Number)
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88-0493734
(IRS
Employer
Identification
No.)
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| |
|
|
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5770
El Camino Road, Las Vegas,
Nevada
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89118
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|
(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code(702)
222-9076
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| |
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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:
[
] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item
5.01 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
November 1, 2006, the board of directors of Public Company Management
Corporation (the “Company”) appointed Joshua A. Gottesman, CPA, as Chief
Financial Officer and Treasurer. Mr. Gottesman will serve in these capacities
pursuant to an employment agreement which terminates on October 31, 2007;
however, the Company and Mr. Gottesman may mutually agree to extend the term
of
the employment agreement.
The
employment agreement provides that Mr. Gottesman will devote approximately
4
hours a day toward his duties to the Company. Mr. Gottesman will concurrently
serve as a Principal of the accounting firm of Gregory E. Bruce, Chtd. Mr.
Gottesman received a bonus of 25,000 shares of the Company’s common stock for
entering into the employment agreement. Mr. Gottesman will receive $2,000 per
month for his services. Mr. Gottesman will also receive an aggregate of 120,000
shares of the Company’s common stock which shall accrue monthly in equal
amounts. Mr. Gottesman shall receive bonuses upon the accomplishment of any
one
of several milestones (as set forth in the agreement) payable in Form S-8
registered or restricted common stock of the Company. The Company has agreed
to
indemnify Mr. Gottesman to the fullest extent permitted by law or as set forth
in the Company’s articles of incorporation and the bylaws from and against any
and all claims, demands, proceedings, liabilities, damages, losses and expenses
(including attorney's fees, court costs and disbursements) arising out of the
fact that he is or was serving as an employee of the Company, or the performance
of his duties under the employment agreement, except in the case of Mr.
Gottesman’s gross negligence, willful misconduct, criminal conduct or violations
of law. Mr. Gottesman has agreed not to compete with the Company in the United
States during the term of the employment agreement and for three months
following its termination. The Company may terminate Mr. Gottesman’s employment
at any time if Mr. Gottesman 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 employment agreement;
breaches or defaults under any term of the employment 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 to Mr. Gottesman; or at the will of the Company, upon 30 days
written notice to Mr. Gottesman upon a decision by the Company’s President,
which decision shall be in the President’s sole discretion. Mr. Gottesman may
terminate the employment agreement at any time after the expiring of 120 days
of
the date on which there is a change of control or the Company has a successor
(as described in the employment agreement); upon the default or breach of any
term of the employment agreement by the Company if such breach or default has
not been remedied or is not being remedied to the reasonable satisfaction of
Mr.
Gottesman within 14 days after written notice of the breach or default has
been
delivered by Mr. Gottesman to the Company; or at the will of Mr. Gottesman,
upon
30 days written notice to the Company.
Joshua
A. Gottesman, CPA,
began
serving as Chief Financial Officer and Treasurer of the Company in November
2006. Mr. Gottesman concurrently serves as Principal of the accounting
firm of Gregory E. Bruce, Chtd and has held this position since January,
2000. During the eight-year period prior to that, Mr. Gottesman served as
a Managing Member of TuKay Consulting LLC, a Nevada-based consulting firm,
as a
Tax Manager of Main Amundson & Co., a Nevada-based CPA firm, and in various
positions at KPMG Peat Marwick, LLP in Washington, DC and Montvale, New Jersey.
Mr. Gottesman received an MS in Taxation from the University of Baltimore and
a
BA in Accounting from Towson State University. Mr. Gottesman is a member of
the
Nevada State Board of Accountancy, Nevada State Society of CPAs and AFAE/Ruck
International, a network of local CPA firms.
Gregory
E. Bruce, Chtd, of which Mr. Gottesman is a Principal has provided booking,
accounting and pre-audit services to the Company since April 2006 for a fee
of
$4,750 per month and hourly billing for special projects. As of the filing
of
this report, the Company had paid and accrued an aggregate of approximately
$37,150 and $2,105, respectively, for services provided by Gregory E. Bruce,
Chtd. Gregory E. Bruce, Chtd will continue to provide such services, and may
provide additional services, to the Company in the future for the flat fee
and/or hourly billing rate.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits.
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Exhibit
No.
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Description
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10.1
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Employment
Agreement with Joshua A. Gottesman, CPA, dated November 1,
2006
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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:
November 1, 2006
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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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