Edgar Filing: PUBLIC CO MANAGEMENT CORP

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934

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PUBLIC COMPANY MANAGEMENT CORPORATION
(Name of Registrant As Specified In Its Charter)

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PUBLIC COMPANY MANAGEMENT CORPORATION
5770 El Camino Road
Las Vegas, Nevada 89118

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on May 14, 2005

To the stockholders of Public Company Management Corporation:

Notice is hereby given that an annual meeting of stockholders of
Public Company Management Corporation (the "Company") will be held on
May 14, 2005 at 8:30 a.m. P.S.T. at 5770 El Camino Road, Las Vegas,
Nevada 89118, for the following purposes:

1. To re-elect one Director. The re-election of Stephen Brock
as a Director.
2. Ratify the Issuance of 500,000 shares of common stock to our
Sole Officer. November 17, 2004, the Company's Board of
Directors and Majority Shareholder approved the issuance of
500,000 restricted shares of the Company's Common Stock to
our sole officer, Stephen Brock, in consideration of his
service to the Company.
3. To Ratify our 2005 Non-Qualified Stock Option Plan. On March
1, 2005, the Board of Directors approved the adoption of the
Company's 2005 Non-Qualified Stock Option Plan (the "Plan").

4. To ratify the appointment of Malone & Bailey, PC, as the
Company's independent auditors for the September 30, 2005
fiscal year.
5. To transact such other business as may properly come before
the annual meeting.

On November 17, 2004, our Board of Directors and Majority
Shareholder approved Proposal 2 by signed written consent pursuant to
Sections 78.320 and 78.315 of the Nevada Revised Statutes ("Nevada Law")
and Article I, Section 1.12 and Article II, Section 2.12 of our Bylaws
(our "Bylaws"). On March 1, 2005, our Board of Directors approved
Proposal 3 by signed written consent pursuant to Nevada Law and the
Bylaws. On October 5, 2004, our Board of Directors approved Proposal 4
by signed written consent pursuant to Nevada Law and the Bylaws. The
Company's management took immediate action pursuant to these consents.

Common stockholders of record on the close of business on March
16, 2005 are entitled to notice of the meeting. All stockholders are
cordially invited to attend the meeting in person.

By Order of the Board of Directors,

/s/ Stephen Brock
-----------------
Stephen Brock
Chief Executive Officer and
Director

March 30, 2005

PUBLIC COMPANY MANAGEMENT CORPORATION
5770 El Camino Road
Las Vegas, Nevada 89118

INFORMATION STATEMENT
March 30, 2005

This Information Statement is furnished by the Board of Directors
of Public Company Management Corporation (the "Company") to provide
notice of an annual meeting of stockholders of the Company which will be
held on May 14, 2005 at 8:30 a.m. P.S.T. at 5770 El Camino Road, Las
Vegas, Nevada 89118.

This information statement on Schedule 14C contains information
regarding certain transactions that have already occurred. The Company's
management has already acted via written consent of the directors
pursuant to Section 78.315, of the Nevada Revised Statutes ("Nevada Law")
and Article II, Section 2.12 of our Bylaws regarding certain of the
proposals of this Information Statement. We are seeking to have all of
the proposals ratified and/or approved at the Annual Meeting.

The record date for determining stockholders entitled to receive
this Information Statement has been established as the close of business
on March 16, 2005 (the "Record Date"). This Information Statement will
be first mailed on or about March 28, 2005 to stockholders of record at
the close of business on the Record Date. As of the Record Date, there
were outstanding 21,599,835 shares of the Company's Common Stock
("Common Stock"). The holders of all outstanding shares of Common Stock
are entitled to one vote per share of Common Stock registered in their
names on the books of the Company at the close of business on the Record
Date.

The presence at the annual meeting of the holders of a majority of
the outstanding shares of Common Stock entitled to vote at the annual
meeting is necessary to constitute a quorum. The Board of Directors is
not aware of any matters that are expected to come before the annual
meeting other than those referred to in this Information Statement.

Directors are required to be elected by a plurality of the votes
cast at the annual meeting. Each of the other matters scheduled to come
before the annual meeting requires the approval of a majority of the
votes cast at the annual meeting. Stephen Brock (the "Majority
Stockholder") can vote an aggregate of 16,320,650 shares (or
approximately 75.6%) of our outstanding Common Stock. Accordingly, Mr.
Brock will be able to approve the matters presented in this Information
Statement. The Company is not soliciting your vote as the Majority
Shareholders will be present at the annual meeting and already have the
vote in hand.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND
US A PROXY.

PROPOSAL 1
RE-ELECTION OF DIRECTOR

One director is to be elected to serve until the next annual
meeting of the shareholders and until his successor is elected and
qualified. The Board of Directors has nominated Stephen Brock, to serve
as director (the "Nominee"). Mr. Brock is currently serving as a
Director and the Chief Executive Officer ("CEO"), Secretary and Treasurer
of the Company. The Board of Directors has no reason to believe that the
Nominee will be unable to serve or decline to serve as a director. Any
vacancy occurring between shareholders' meetings, including vacancies
resulting from an increase in the number of directors may be filled by
the Board of Directors. A director elected to fill a vacancy shall hold
office until the next annual shareholders' meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS
VOTE FOR THE ELECTION OF ALL NOMINEES NAMED ABOVE TO THE BOARD OF
DIRECTORS.

The following biographical information is furnished with respect to
each of the Nominees. The information includes the individual's present
position with the Company, period served as a director, and other
business experience during the past five years.

DIRECTORS

STEPHEN BROCK

Stephen Brock, age 47, has served as a director of the Company and
as the Company's President, Secretary and Treasurer since October 2004,
after the Acquisition. Mr. Brock concurrently serves as President,
Secretary and Treasurer of the Subsidiaries. Mr. Brock has served as
President, Secretary and Treasurer of GoPublicToday.com, a Nevada
corporation ("GPT"), Pubco White Papers, Inc., a Nevada corporation
("PWP"), Nevada Fund, a Nevada corporation ("NF"), and Public Company
Management Services, Inc., a Nevada corporation ("PCMS") since their
inceptions in May 2000, July 2003, August 1998, and July 2004,
respectively. Mr. Brock also served as President and Director of the
Nevada Business Journal from June 1996 to February 2000. As an
entrepreneur, Mr. Brock has formed several companies devoted to the
small-cap market. Mr. Brock is a registered investment advisor. Mr.
Brock holds NASD Series 7, 24, 63, and 65 licenses. In addition, after
attending the University of Maryland, Mr. Brock held an Executive
Directorship of the Institute for Constitutional Rights for two years.

All directors of the Company will hold office until the next annual
meeting of the shareholders, and until their successors have been elected
and qualified. Officers of the Company are elected by the Board of
Directors and hold office at the pleasure of the Board.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors, executive officers and persons who own
more than 10% of a class of the Company's equity securities which are
registered under the Exchange Act to file with the Commission initial
reports of ownership and reports of changes of ownership of such
registered securities. Such executive officers, directors and greater
than 10% beneficial owners are required by Commission regulation to
furnish the Company with copies of all Section 16(a) forms filed by such
reporting persons.

To the Company's knowledge, based solely on a review of the copies
of such reports furnished to the Company and on representations that no
other reports were required, no person required to file such a report
failed to file on a timely basis during the most recent fiscal year or
prior fiscal years. Based on stockholder filings with the SEC, Stephen
Brock is subject to Section 16(a) filing requirements.

ATTENDANCE OF THE BOARD OF DIRECTORS

During the year ended June 30, 2004, the Board of Directors did not
hold a meeting in person. All of the Directors of the Board of Directors
executed approximately Four (4) Consents to Action Without a Meeting of
the Board of Directors. We have no standing audit, nominating,
compensation committee, or any other committees of the Board of Directors
and therefore there were no committee meetings.

EXECUTIVE COMPENSATION

Compensation paid to Officers and Directors is set forth in the
Summary Compensation Table below for the fiscal years ended June 30, 2003
and 2004. It does not include perquisites and other personal benefits in
amounts less than 10% of the total annual salary and other compensation.
The Company may reimburse its Officers and Directors for any and all out-
of-pocket expenses incurred relating to the business of the Company.

SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION

Name & Principal Position Year Salary ($) Other Annual Compensation
-------------------------- ------ ---------- --------------------------

Stephen Brock (1) 2005* $100,000* 500,000 restricted shares
CEO, Secretary, Treasurer and Director of Common Stock*

2004 - 0 - - 0 -

Jaren Chan Eng Ann (2) 2004 - 0 - - 0 -
President 2003 - 0 - - 0-

(1)On October 5, 2004, the Company's Board of Directors, via unanimous
signed written consent, appointed Stephen Brock as the Company's
President, Secretary and Treasurer.

(2) On October 5, 2004, Jaren Chan Eng Ann, resigned as the Company's
President and Director.

* The salary listed for Mr. Brock for the year ended 2005, is his
estimated salary for the entire year ended September 30, 2005. As of
March 1, 2005 Mr. Brock had received approximately $70,000 and 500,000
shares of the Company's restricted Common Stock.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

The following table sets forth information as of March 16, 2005,
with respect to the beneficial ownership of the common stock by (i) each
director and officer of the Company, (ii) all directors and officers as a
group and (iii) each person known by the Company to own beneficially 5%
or more of the common stock:

Shares of Common Stock Beneficially Owned (1)

Name and Address
of Beneficial Owners Number Percent
---------------------- ----------- -----------

Stephen Brock(2) 16,320,650 75.6%
5770 El Camino Road
Las Vegas, Nevada 89118

Michael Chang(3)(4) 1,442,857 6.7%
Blk222 Bukit Baktok
East Ave 3 #02-140
Singapore, 65022

Jaren Chan Eng Ann(3)(5) 1,328,590 6.2%
65 Shelford Road #01-04
Singapore, 288455

Catalyz Investment Asia 1,192,857 5.5%
PTE Ltd.(3)
37 Hume Ave #09-05
Singapore, 598736

ALL OFFICERS AND DIRECTORS 16,320,650 75.6%
AS A GROUP (1 PERSON)

(1)The number and percentage of shares beneficially owned is determined
in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and
the information is not necessarily indicative of beneficial ownership for
any other purpose. Under such rule, beneficial ownership includes any
shares as to which the selling security holder has sole or shared voting
power or investment power and also any shares, which the selling security
holder has the right to acquire within 60 days. Shares of Common Stock
subject to a Convertible Note or Warrant currently convertible or
exercisable, or convertible or exercisable within 60 days are deemed
outstanding for computing the percentage of the selling security holder
holding such Convertible Note or Warrant, but are not deemed outstanding
for computing the percentage of any other person. As of March 16, 2005
there were 21,599,835 shares of common stock outstanding.

(2) Stephen Brock beneficially owns 994,000 shares of the Company's
common stock individually and 15,326,650 shares of common stock through
his position as trustee of the Brock Family Trust, which holds 15,326,650
shares of the Company's common stock.

(3) Because Jaren Chan Eng Ann and Michael Chang by virtue of their
positions with Catalyz Investment Asia Pte Ltd. have shared voting and
dispositive power over the shares owned by Catalyz Investment Asia Pte
Ltd., each is also deemed a beneficial owner of the shares owned by
Catalyz Investment Asia Pte Ltd.

(4) Includes 1,192,857 shares of common stock held in the name of Catalyz
Investment Asia PTE Ltd. of which Michael Chang, a former Director of the
Company, is a director and 250,000 shares of common stock which Mr. Chang
owns individually.

(5) Includes 1,192,857 shares of common stock held in the name of Catalyz
Investment Asia PTE Ltd. of which Jaren Chan Eng Ann, the Company's
former president is the CEO, and 135,733 shares which Mr. Ann owns
individually.

CHANGE IN CONTROL SINCE THE BEGINNING OF THE COMPANY'S LAST FISCAL YEAR

On October 1, 2004, the Company entered into an Exchange Agreement
(the "Agreement") with GoPublicToday.com, a Nevada corporation ("GPT"),
Pubco White Papers, Inc., a Nevada corporation ("PWP"), Nevada Fund, a
Nevada corporation ("NF"), Public Company Management Services, Inc., a
Nevada corporation ("PCMS") (the "Subsidiaries"), and the majority
shareholders of GPT, PWP, NF or PCMS, Brock Family Trust (the "Trust"),
and Stephen Brock. The Trust and NF are the majority shareholders of
GPT. The Trust is the majority shareholder of NF and the sole
shareholder of PCMS. Stephen Brock is the sole shareholder of PWP.

Pursuant to the Agreement, the Company acquired 5,000,000 shares of
common stock (or approximately 92.1%) of GPT, 5,000,000 shares of common
stock (or 100%) of PWP, 5,000,000 shares of common stock (or
approximately 98.0%) of NF, and 5,000,000 shares of common stock (or
100%) of PCMS in exchange for an aggregate of 15,326,650 newly issued
treasury shares of the Company's common stock. The transaction is
referred to herein as the "Acquisition."

Subsequent to the Acquisition, the Registrant acquired the
minority interests in the Subsidiaries in exchange for an aggregate of
404,624 shares of the Registrant's common stock.

As a result of the Acquisition as discussed above control of
the Company shifted to Stephen Brock who beneficially owns 16,320,650
shares (or approximately 75.6%) of the Company's Common Stock personally,
and through the Trust. Stephen Brock, the Registrant's President, is the
trustee of the Trust and an officer and director of GPT.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Prior to the Acquisition, GPT provided services to the Registrant
in connection with the Registrant becoming a publicly traded company.
PCMS provided compliance services to the Registrant in connection with
the Registrant maintaining its status as a publicly traded company.

Stephen Brock, our President, Secretary and Treasurer, provides
office space to us at $1,500 per month on a month to month basis. The
Company has no lease with Mr. Brock.

Mr. Brock launched M & A Capital as a broker/dealer in 2004. Mr.
Brock is the General Partner of Brock Family LP, which manages M & A
Capital. M & A Capital provides capital raising services and facilitates
Reverse Listings. In that regard, the Company periodically evaluates
with M & A Capital potential acquisitions, financing transactions,
initial public offerings, reverse listings, strategic alliances, and sale
opportunities involving the Company's client companies. Such
transactions could have an impact on the valuation of the Company. These
transactions and activities are generally not disclosed to the Company's
stockholders and the investing public until such time as the transactions
are publicly announced or completed, as the case may be.

The Subsidiaries routinely engage in intercompany transactions.
For example, NF, PWP and PCMS leverage off of GPT to provide to them with
support services, financing, development, equipment, staff and incubation
services for the mutual development of each of the business plans.

The Company owned two properties, which were both originally
purchased by GPT. However, one of the properties which the Company owned
in Nevada, was sold on February 11, 2005. The other property, still
owned by the Company, is located in Brianhead, Utah, and is held in the
name of the Company's Chief Executive Officer, Stephen Brock, although it
is owned by the Company. That property is used as a part-time residence
by the Company's Chief Executive Officer and as a backup office for the
Company's corporate offices.

In June 2004, GPT purchased a new truck from an auto dealer, which
is used by the Company's Chief Executive Officer, Stephen Brock, which
was financed in sixty (60) equal monthly installments of $905, including
interest at 4.99%. The truck is held Mr. Brock's, name, but is owned by
the Company.

In October 2004, the Company issued 20,000 free trading shares of
Common Stock to one of the Company's Attorneys, Michael T. Williams,
pursuant to an S-8 Registration Statement.

In November 2004, the Company agreed to issue 500,000 restricted
shares of the Company's common stock to the Company's Chief Executive
Officer, Steven Brock, in exchange for services provided to the Company.
The Company claims an exemption from registration afforded by Section
4(2) of the Act since the foregoing issuance did not involve a public
offering, the recipient took the shares for investment and not resale and
the Company took appropriate measures to restrict transfer. No
underwriters or agents were involved in the foregoing issuance and no
underwriting discounts or commissions were paid by the Company.

PROPOSAL 2
RATIFY THE ISSUANCE OF 500,000 SHARES OF COMMON STOCK TO OUR
CHIEF EXECUTIVE OFFICER, STEPHEN BROCK

WHAT IS THE MAJORITY SHAREHOLDER RATIFYING?

Our Majority Shareholder will ratify the issuance of 500,000
restricted shares of the Company's Common Stock to the Company's Chief
Executive Officer, Treasurer, Secretary and Director, Stephen Brock. The
issuance of the 500,000 restricted shares was approved by the Company's
Board of Directors on November 17, 2004.

WHAT VOTE IS REQUIRED FOR APPROVAL?

Our Majority Shareholder will ratify the issuance of the 500,000
restricted shares of the Company's Common Stock to the Company's Chief
Executive Officer, Treasurer, Secretary and Director, Stephen Brock.
Therefore, no further shareholder approval is sought.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE
APPROVAL OF THE AMENDMENT TO OUR ARTICLES OF INCORPORATION.

PROPOSAL 3
APPROVAL OF THE COMPANY'S 2005 NON-QUALIFIED STOCK OPTION PLAN

WHAT ARE THE MAJORITY SHAREHOLDERS APPROVING?

On March 1, 2005, the Company's Board of Directors adopted,
subject to the approval of our Majority Shareholder, Public Company
Management Corporation 2005 Non-Qualified Stock Option Plan (the "Plan").

WHAT IS THE PURPOSE OF THE PLAN?

The purpose of the Plan is to promote the financial success and
interests of the Company and materially increase shareholder value by
giving incentives to officers and other employees and directors of, and
consultants and advisors to, the Company and any present or future
subsidiaries of the Company by providing opportunities to acquire stock
of the Company.

WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?

Options to purchase shares of our Common Stock ("Options"), awards
of our Common Stock ("Awards) as well as authorizations to purchase
shares of our Common Stock ("Purchases") may be granted to any employee,
officer or director of, or consultant or advisor to the Company or any
related corporation, except for instances where services are in
connection with the offer or sale of securities in a capital-raising
transaction, or they directly or indirectly promote or maintain a market
for the Company's securities. We currently have one (1) full-time
employee and Thirty (30)
consultants and advisors who would be eligible to participate in the
Plan. There are no other eligibility requirements such as length of
service or full-time commitment to be eligible to participate in the
Plan. It is not possible to determine the benefits or amounts that will
be received by or allocated to specific persons or classes of persons
under the Plan. Additionally, the Company's Chief Executive Officer,
Treasurer, Secretary and Director, Stephen Brock will be eligible to
receive Five Hundred Thousand (500,000) shares of the Company's Common
Stock pursuant to the Plan.

Options, Awards and Purchases under the Plan will not qualify for
deferred compensation under the Internal Revenue Code of 1986 as amended
from time to time (the "Code"). As such, the value of any Awards and the
exercise or vesting of any Options or Purchases for an amount less than
the fair market value thereof, as determined by our Board of Directors or
designated Committee in its sole discretion, will be considered to be
compensation with respect to which the Company reserves the right to
withhold.

WHO WILL ADMINISTER THE PLAN?

Our Board of Directors or a Committee appointed by our Board of
Directors will, in its sole discretion, administer the Plan. The members
of any Committee appointed by our Board of Directors may be employees or
non-employees. In making determinations to grant Options or Awards or
authorize Purchases, the Board and/or the Committee may take into account
the nature of the services rendered by such person, his or her present
and potential contribution to the Company's success, and such other
factors as the Board and/or Committee in its discretion shall deem
relevant.

The maximum aggregate number of shares of our Common Stock reserved
for Options, Awards and Purchases under the Plan will be Five Hundred
Thousand (500,000) shares. The market value of the Common Stock was
$1.35 based on the last sale price as reported on the Nasdaq
Electronic Bulletin Board as of March 11, 2005. The Company will receive
services as consideration for the grant of Options and Awards or the
authorization of Purchases.

WHAT IS THE EXERCISE PRICE AND EXPIRATION DATE OF OPTIONS AND PURCHASES
UNDER THE PLAN?

The Board of Directors, in its sole discretion, shall determine the
exercise price of any Options granted or Purchases authorized under the
Plan which exercise price shall be set forth in the agreement evidencing
the Option or Purchase. Such exercise price shall in no event be less
than the $.001 par value per share of the Company's Common Stock.

WHAT EQUITABLE ADJUSTMENTS WILL BE MADE IN THE EVENT OF CERTAIN CORPORATE
TRANSACTIONS?

In the event of a merger, consolidation, sale of all or
substantially all of the assets of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse
stock split or other similar transaction involving our Common Stock, the
administrator will make appropriate equitable adjustments, if any, to the
shares of Common Stock authorized for issuance under the Plan, the shares
of Common Stock subject to any then outstanding Options under the Plan,
and the purchase price of such shares of Common Stock as to which Options
are outstanding.

WHAT HAPPENS TO OPTIONS UPON TERMINATION OF EMPLOYMENT OR OTHER
RELATIONSHIPS?

Upon termination of employment or other relationships with the
Company or a related company for any reason including death, the Board of
Directors or a Committee appointed by our Board of Directors will
determine the period of time during which an Option may be exercised,
which period will be set forth in the agreement evidencing the Option.

MAY THE PLAN BE MODIFIED, AMENDED OR TERMINATED?

The Board may at any time, and from time to time, modify, amend or
terminate the Plan. No such modification, amendment or termination may
adversely affect outstanding Options.

The description of the Plan is qualified in all respects by the
actual provisions of the Plan, which is attached to this information
statement as Appendix A.

WHAT VOTE IS REQUIRED FOR APPROVAL?

Our Majority Shareholder will approve the adoption of the Company's
2005 Non-Qualified Stock Option Plan covering Five Hundred Thousand
(500,000) shares of our Common Stock. Therefore, no further shareholder
approval is sought.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE
APPROVAL OF THE ADOPTION OF THE COMPANY'S 2005 NON-QUALIFIED STOCK OPTION
PLAN COVERING FIVE HUNDRED THOUSAND (500,000) SHARES OF OUR COMMON STOCK.

PROPOSAL 4
RATIFICATION OF THE APPOINTMENT OF MALONE & BAILEY, PC
AS THE COMPANY'S INDEPENDENT AUDITORS

The Board of Directors has selected Malone & Bailey, PC ("Malone"),
as independent auditors for the Company for fiscal year 2005 and
recommends that the shareholders vote for ratification of such
appointment. Malone has served as the Company's independent auditors
since 2002.

The Company does not anticipate a representative from Malone to be
present at the annual shareholders meeting. In the event that a
representative of Malone is present at the annual meeting, the
representative will have the opportunity to make a statement if he/she
desires to do so and the Company will allow such representative to be
available to respond to appropriate questions.

The aggregate fees billed by Malone for professional services
rendered for the audit of the Company's financial statements for the
fiscal year ended June 30, 2004 and for the review of the Company's
financial statements included in the Company's Forms 10-QSB during the
fiscal year ended June 30, 2004, were $5,692.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

Malone did not render any professional services to the Company for
financial information systems design and implementation, as described in
Paragraph (c)(4)(ii) of Rule 2-01 of Regulation S-X, during the year
ended June 30, 2004.

ALL OTHER FEES

There were no fees billed by Malone other than those fees discussed
in Audit Fees.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
RATIFICATION OF THE APPOINTMENT OF MALONE & BAILEY, PC, AS THE
INDEPENDENT ACCOUNTANTS OF THE COMPANY.

OTHER MATTERS

The Board of Directors does not intend to bring any other matters
before the Annual Meeting and has not been informed that any other
matters are to be presented by others.

INTEREST OF CERTAIN PERSONS IN OR
OPPOSITION TO MATTERS TO BE ACTED UPON

(a) No officer or director of the Company has any substantial
interest in the matters to be acted upon, other than his role as an
officer or director of the Company, other than Stephen Brock, our Chief
Executive Officer, who was issued 500,000 shares of restricted Common
Stock, which issuance is being ratified at the annual meeting.

(b) No director of the Company has informed the Company that he
intends to oppose the action taken by the Company set forth in this
information statement.

PROPOSALS BY SECURITY HOLDERS

No security holder has requested the Company to include any
proposals in this information statement.

COMPANY CONTACT INFORMATION

All inquires regarding our Company should be addressed to our Company's
principal executive office:

PUBLIC COMPANY MANAGEMENT CORPORATION
5770 El Camino Road
Las Vegas, Nevada 89118

Attention: Stephen Brock, President

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Stephen Brock
------------------
Stephen Brock, Chief Executive Officer
and Director

March 30, 2005

APPENDIX A

PUBLIC COMPANY MANAGEMENT CORPORATION
2005 NON-QUALIFIED STOCK OPTION PLAN

1. Purpose. This 2005 Non-Qualified Stock Option Plan (the
"Plan") is intended to promote the financial success and interests of
Public Company Management Corporation (the "Company") and materially
increase shareholder value by giving incentives to the eligible officers
and other employees and directors of, and consultants and advisors to,
the Company, its parent (if any) and any present or future subsidiaries
of the Company (collectively, "Related Corporations") through providing
opportunities to acquire stock in the Company. As used herein, the terms
"parent" and "subsidiary" mean "parent corporation" and "subsidiary
corporation", respectively, as those terms are defined in Sections 424(e)
and 424(f) or successor provisions of the Internal Revenue Code of 1986
as amended from time to time (the "Code"). Any proceeds of cash or
property received by the Company for the sale of Public Company
Management Corporation Common Stock pursuant to options granted under
this Plan will be used for general corporate purposes.

2. Structure of the Plan. The Plan permits the following
separate types of grant:

A. Options may be granted hereunder to purchase shares of common
stock of the Company. These options will not qualify as Incentive Stock
Options. The Non-Qualified Options are sometimes referred to hereinafter
as "Options".

B. Awards of stock in the Company ("Awards") may be granted.

C. Opportunities to make direct purchases of stock in the Company
("Purchases") may be authorized.

Options, Awards and authorizations to make Purchases are sometimes
referred to hereinafter as "Stock Rights".

3. Administration of the Plan.

A. The Plan shall be administered by the Board of Directors of the
Company (the "Board"). The Board may in its sole discretion grant
Options, authorize Purchases and grant Awards, as provided in the Plan.
The Board shall have full power and authority, subject to the express
provisions of the Plan, to construe and interpret the Plan and all Option
agreements, Purchase authorizations and Award grants thereunder, to
establish, amend and rescind such rules and regulations as it may deem
appropriate for the proper administration of the Plan, to determine in
each case the terms and provisions which shall apply to a particular
Option agreement, Purchase authorization, or Award grant, and to make all
other determinations which are, in the Board's judgment, necessary or
desirable for the proper administration of the Plan. The Board may
correct any defect, supply any omission or reconcile any inconsistency in
the Plan or in any Option agreement, Purchase authorization or Award
grant in the manner and to the extent it shall, in its sole discretion,
consider expedient. Decisions of the Board shall be final and binding on
all parties who have an interest in the Plan or any Option, Purchase,
Award, or stock issuance thereunder. No director or person acting
pursuant to authority delegated by the Board shall be liable for any
action or determination under the Plan made in good faith.

B. The Board may, to the full extent permitted by and consistent
with applicable law and the Company's By-laws, and subject to
Subparagraph D hereinbelow, delegate any or all of its powers with
respect to the administration of the Plan to a committee (the
"Committee") appointed by the Board. If a Committee has been appointed,
all references in this Plan to the Board shall mean and relate to that
Committee.

C. Those provisions of this Plan which make express reference to
Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or any successor rule ("Rule 16b-3"), or which are
required in order for certain option transactions to qualify for
exemption under Rule 16b-3, shall apply only to those persons required to
file reports under Section 16(a) of the Exchange Act (a "Reporting
Person").

D. If the Company registers any class of equity security under
Section 12 of the Exchange Act, the selection of a director or an officer
(as the terms "director" and "officer" are defined for purposes of Rule
16b-3) as a recipient of an option, the timing of the option grant, the
exercise price of the option and the number of shares subject to the
option shall be determined either (i) by the Board, if all of the Board
members are disinterested persons within the meaning of Rule 16(b)(3), or
(ii) by two or more directors having full authority to act in the matter,
each of whom shall be such a disinterested person.

4. Eligible Employees and Others. Non-Qualified Options,
Awards, and authorizations to make Purchases may be granted to any
employee, officer or director of, or consultant or advisor to the Company
or any Related Corporation, except for instances where services are in
connection with the offer or sale of securities in a capital-raising
transaction, or they directly or indirectly promote or maintain a market
for the Company's securities. In making such determinations, the Board
and/or the Committee may take into account the nature of the services
rendered by such person, his or her present and potential contribution
to the Company's success, and such other factors as the Board and/or
Committee in its discretion shall deem relevant. The granting of any
Stock Right to any individual or entity shall neither entitle that
individual or entity to, nor disqualify him from, participation in any
other grant of Stock Rights.

5. Stock. The stock subject to Options, Awards and Purchases
shall be authorized but unissued shares of common stock of the Company
("Common Stock"), or shares of Common Stock reacquired by the Company in
any manner. The aggregate number of shares which may be issued under the
Plan is Five Hundred Thousand (500,000), subject to adjustment as
provided in Paragraph 13. If any Option granted under the Plan shall
expire or terminate for any reason without having been exercised in full
or shall cease for any reason to be exercisable in whole or in part, or
if the Company shall reacquire any nonvested shares issued pursuant to
Awards or Purchases, the unpurchased shares subject to such Option, or
such nonvested shares so reacquired shall again be available for grants
of Stock Rights under the Plan. No fractional shares of Common Stock
shall be issued, and the Board and/or Committee shall determine the
manner in which fractional share value shall be treated.

6. Option Agreements. As a condition to the grant of an Option,
each recipient of an Option shall execute an option agreement in such
form not inconsistent with the Plan as the Board shall approve. These
option agreements may differ among recipients. The Board may, in its
sole discretion, include additional provisions in option agreements,
including without limitation restrictions on transfer, repurchase rights,
commitments to pay cash bonuses, to make, arrange for or guarantee loans
or to transfer other property to optionees upon exercise of options, or
such other provisions as shall be determined by the Board; provided,
however, that such additional provisions shall not be inconsistent with
any provision of the Plan.

7. Option Exercise Price.

A. Subject to Subparagraph 3D of this Plan and Subparagraph B of
this Paragraph 7, the purchase price per share of Common Stock
deliverable upon the exercise of an Option ("exercise price") shall be
determined by the Board.

B. The exercise price of each Non-Qualified Option granted under
the Plan shall in no event be less than the par value per share of the
Company's Common Stock.

8. Cancellation and New Grant of Options, Etc. The Board shall
have the authority to effect, at any time and from time to time, with the
consent of the affected optionees, the cancellation of any or all
outstanding Options and the grant in substitution therefor of new Options
covering the same or different shares of Common Stock and having an
exercise price per share which may be lower or higher than the exercise
price per share of the canceled Options.

9. Exercise of Options.

A. Each Option granted under the Plan shall be exercisable either
in full or in installments at such time or times and during such period
as shall be set forth in the agreement evidencing the Option, subject to
the provisions of the Plan. The partial exercise of an option shall not
cause the expiration, termination or cancellation of the remaining
portion thereof. The Board may, in its sole discretion, (i) accelerate
the date or dates on which all or any particular Option or Options
granted under the Plan may be exercised or (ii) extend the dates during
which all, or any particular, Option or Options granted under the Plan
may be exercised.

B. Options granted under the Plan may provide for payment of the
exercise price plus taxes (as provided in Section 22, below) by any of
the following methods:

(i) In cash, by wire transfer, by certified or cashier's check,
or by money order; or

(ii)By delivery to the Company of an exercise notice that
requests the Company to issue to the Optionee the full number of
shares as to which the Option is then exercisable, less the number of
shares that have an aggregate Fair Market Value, as determined by
the Board in its sole discretion at the time of exercise, equal to the
aggregate purchase price of the shares to which such exercise relates.
(This method of exercise allows the Optionee to use a portion of the
shares issuable at the time of exercise as payment for the shares to
which the option relates and is often referred to as a "cashless
exercise." For example, if the Optionee elects to exercise 1,000 shares
at an exercise price of $0.25 and the current Fair Market Value of the
shares on the date of exercise is $1.00, the Optionee can use 250 of
the 1,000 shares at $1.00 per share to pay for the exercise of the
entire Option (250 x $1.00 = $250.00) and receive only the remaining
750 shares.)

For purposes of this section, " Fair Market Value" shall be defined as
the average closing price of the common stock (if actual sales price
information on any trading day is not available, the closing bid price
shall be used) for the five trading days prior to the Date of Exercise
of this Option (the "Average Closing Bid Price"), as reported by the
National Association of Securities Dealers Automated Quotation System
("NASDAQ"), or if the common stock is not traded on NASDAQ, the
Average Closing Bid Price in the over-the-counter market; provided,
however, that if the common stock is listed on a stock exchange, the
Fair Market Value shall be the Average Closing Bid Price on such
exchange; and, provided further, that if the common stock is not
quoted or listed by any organization, the fair value of the common
stock, as determined by the Board of Directors of the Company, whose
determination shall be conclusive, shall be used). In no event shall
the Fair Market Value of any share of Common Stock be less than its
par value.

10. Option Period. Subject to earlier termination under other
provisions of this Plan, each Option and all rights thereunder shall
expire on such date as shall be set forth in the applicable option
agreement.

11. Nontransferability of Options. Options shall not be
assignable or transferable by the optionee, either voluntarily or by
operation of law, except by will or the laws of descent and distribution,
and, during the life of the optionee, except to the extent otherwise
provided in the agreement evidencing the Option, shall be exercisable
only by the optionee.

12. Effect of Termination of Employment or Other Relationship.
Subject to all other provisions of the Plan, the Board shall determine
the period of time during which an Optionee may exercise an Option
following (i) the termination of the optionee's employment or other
relationship with the Company or a Related Corporation or (ii) the death
or disability of the optionee. Such periods shall be set forth in the
agreement evidencing the Option.

13. Adjustments.

A. If, through or as a result of any merger, consolidation, sale
of all or substantially all of the assets of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse
stock split or other similar transaction, (i) the outstanding shares of
Common Stock are increased, decreased or exchanged for a different number
or kind of shares or other securities of the Company, or (ii) additional
shares or new or different shares or other securities of the Company or
other non-cash assets are distributed with respect to such shares of
Common Stock or other securities, an appropriate and proportionate
adjustment shall be made in (a) the maximum number and kind of shares
reserved for issuance under the Plan, (b) the number and kind of shares
or other securities subject to any then outstanding Options under the
Plan, and (c) the price for each share subject to any then outstanding
Options under the Plan, without changing the aggregate purchase price as
to which such Options remain exercisable. No fractional shares shall be
issued under the Plan on account of any such adjustments.

B. Any adjustments under this Paragraph 13 shall be made by the
Board of Directors, whose determination as to what adjustments, if any,
will be made and the extent thereof shall be final, binding and
conclusive.

14. Rights as a Shareholder. The holder of an Option shall have
no rights as a shareholder with respect to any shares covered by the
option (including, without limitation, any voting rights, the right to
inspect or receive the Company's balance sheets or financial statements
or any rights to receive dividends or non-cash distributions with respect
to such shares) until the date of issue of a stock certificate for such
shares. No adjustment shall be made for dividends or other rights for
which the record date is prior to the date such stock certificate is
issued.

15. Merger, Consolidation, Asset Sale, Liquidation, Etc.

A. Except as may otherwise be provided in the applicable option
agreement, in the event of a consolidation or merger or sale of all or
substantially all of the assets of the Company in which outstanding
shares of Common Stock are exchanged for securities, cash or other
property of any other corporation or business entity, or in the event of
the liquidation of the Company (each, a "Change in Control"), the Board,
or the board of directors of any corporation assuming the obligations of
the Company, shall, in its discretion, take any one or more of the
following actions, as to outstanding Options: (i) provide that such
Options shall be assumed, or equivalent options shall be substituted, by
the acquiring or succeeding corporation (or an affiliate thereof); (ii)
upon written notice to the optionees, provide that any and all
outstanding Options shall become exercisable in full (to the extent not
otherwise so exercisable) as of a specified date or time ("Accelerated
Vesting Date") prior to the consummation of such transaction, and that
all unexercised Options shall terminate as of a specified date or time
("Accelerated Expiration Date") following the Accelerated Vesting Date
unless exercised by the Optionee prior to the Accelerated Expiration
Date; provided, however, that optionees shall be given a reasonable
period of time within which to exercise or provide for the exercise of
outstanding Options following such written notice and before the
Accelerated Expiration Date; (iii) in the event of a merger under the
terms of which holders of the Common Stock of the Company will receive
upon consummation thereof a cash payment for each share surrendered in
the merger (the "Merger Price"), terminate each outstanding Option in
exchange for a payment, made or provided for by the Company, equal in
amount to the excess, if any, of the Merger Price over the per-share
exercise price of each such Option, times the number of shares of Common
Stock subject to such Option; or (iv) terminate each outstanding Option
in exchange for a cash payment equal in amount to the product of the
excess, if any, of the fair market value of a share of Common Stock over
the per-share exercise price of each such Option, times the number of
shares subject to such Option. The Board shall determine the fair market
value of a share of Common Stock for purposes of the foregoing, and the
Board's determination of such fair market value shall be final, binding
and conclusive.

B. In the event of a Change in Control and to the extent the
rights described in this Section 15B are not already substantially
provided to each Qualified Option Recipient (as defined below) by the
Board (or the board of directors of any corporation assuming the
obligations of the Company) pursuant to Section 15A, beginning on the
date which is 180 days from the date of such Change in Control, each
Qualified Option Recipient shall have the right to exercise and receive
from the Company or its successor their respective Acceleration Amount
(as defined below). A "Qualified Option Recipient" is defined as an
option recipient hereunder who both (A) has maintained a relationship as
an employee, officer or director of, or consultant or advisor to, the
Company or its successor for the 180 days immediately prior to the Change
in Control and (B) on the date which is 180 days after the date of the
Change in Control, either (i) maintains a relationship as an employee,
officer or director of, or consultant or advisor to, the Company or its
successor or (ii) fails to maintain a relationship as an employee,
officer or director of, or consultant or advisor to, the Company or its
successor by reason of having such relationship terminated by the Company
or its successor other than for Cause, where "Cause" means willful
misconduct or willful failure of the option recipient to perform the
responsibilities of such option recipient's agreed-upon business
relationship with the Company or its successor, including without
limitation such option recipient's breach of any provision of any
employment, consulting, nondisclosure, non-competition or similar
agreement between the option recipient and the Company. With respect to
each Qualified Option Recipient, the "Acceleration Amount" shall mean the
lesser of (a) the number of additional shares of Common Stock (or their
equivalent) which would have become vested pursuant to their option
agreement over the twelve (12) month period following the date of the
Change in Control or (b) fifty percent (50%) of the shares of Common
Stock (or their equivalent) which had not yet vested pursuant to their
option agreement as of the date of the Change in Control. The Board and,
where applicable, the board of directors of any corporation assuming the
obligations of the Company, shall take all necessary action to accomplish
the purposes of this Section 15B, including all such actions as are
necessary to provide for the assumption of such obligation upon the
Change in Control.

C. The Company may grant Options under the Plan in substitution
for Options held by employees of another corporation who become employees
of the Company or a Related Corporation as the result of a merger or
consolidation of the employing corporation with the Company or a Related
Corporation, or as a result of the acquisition by the Company or a
Related Corporation of property or stock of the employing corporation.
The Company may direct that substitute Options be granted on such terms
and conditions as the Board considers appropriate in the circumstances.

D. In the event of a Change in Control and with respect thereto,
the rights and responsibilities of holders of Stock Rights pursuant to
this Plan shall be governed first and foremost by the Company's agreement
with the respective recipient of such Stock Rights and then, to the
extent applicable, by the terms of this Section 15.

16. Stock Restriction Agreement. As a condition to the grant of
an Award or a Purchase authorization under the Plan, the recipient of the
Award or Purchase authorization shall execute an agreement ("Stock
Restriction Agreement") in such form not inconsistent with the Plan as
may be approved by the Board. Stock Restriction Agreements may differ
among recipients. Stock Restriction Agreements may include any
provisions the Board determines should be included and that are not
inconsistent with any provision of the Plan.

17. No Special Employment Rights. Nothing contained in the Plan
or in any option agreement or other agreement or instrument executed
pursuant to the provisions of the Plan shall confer upon any Optionee any
right with respect to the continuation of his or her employment by the
Company or any Related Corporation or interfere in any way with the right
of the Company or a Related Corporation at any time to terminate such
employment or to increase or decrease the compensation of the optionee.

18. Other Employee Benefits. Except as to plans which by their
terms include such amounts as compensation, no amount of compensation
deemed to be received by an employee as a result of the grant or exercise
of an Option or the sale of shares received upon such exercise, or as a
result of the grant of an Award or the authorization or making of a
Purchase will constitute compensation with respect to which any other
employee benefits of such employee are determined, including, without
limitation, benefits under any bonus, pension, profit-sharing, life
insurance or salary continuation plan, except as otherwise specifically
determined by the Board.

19. Amendment of the Plan.

A. The Board may at any time, and from time to time, modify or
amend the Plan in any respect.

B. The termination or any modification or amendment of the Plan
shall not, without the consent of an optionee, affect the optionee's
rights under an Option previously granted. With the consent of the
Optionee affected, the Board may amend outstanding option agreements in a
manner not inconsistent with the Plan. The Board shall have the right to
amend or modify (i) the terms and provisions of the Plan, and (ii) the
terms and provisions of the Plan and of any outstanding Option to the
extent necessary to ensure the qualification of the Plan under Rule 16b-
3.

20. Investment Representations. The Board may require any person
to whom an Option is granted, as a condition of exercising such Option,
and any person to whom an Award is granted or a Purchase is authorized,
as a condition thereof, to give written assurances in substance and form
satisfactory to the Board to the effect that such person is acquiring the
Common Stock subject to the Option, Award or Purchase for such person's
own account for investment and not with any present intention of selling
or otherwise distributing the same, and to such other effects as the
Company deems necessary or appropriate in order to comply with federal
and applicable state securities laws, or with covenants or
representations made by the Company in connection with any public
offering of its Common Stock.

21. Compliance With Securities Laws. Each Option shall be
subject to the requirement that if, at any time, counsel to the Company
shall determine that the listing, registration or qualification of the
shares subject to such Option upon any securities exchange or under any
state or federal law, or the consent or approval of any governmental or
regulatory body, or that the disclosure of non-public information or the
satisfaction of any other condition is necessary as a condition of, or in
connection with, the issuance or purchase of shares thereunder, such
Option may not be exercised, in whole or in part, unless such listing,
registration, qualification, consent or approval, or satisfaction of such
condition shall have been effected or obtained on conditions acceptable
to the Board. Nothing herein shall be deemed to require the Company to
apply for or to obtain such listing, registration or qualification, or to
satisfy such condition.

22. Withholding. The Company shall have the right to deduct from
payments of any kind otherwise due to the Optionee any federal, state or
local taxes of any kind required by law to be withheld with respect to
any shares issued upon exercise of Options under the Plan or upon the
grant of an Award, the making of a Purchase of Common Stock for less than
its fair market value, or the vesting of restricted Common Stock acquired
pursuant to a Stock Right. The Board in its sole discretion may
condition the exercise of an Option, the grant of an Award, the making of
a Purchase, or the vesting of restricted shares acquired by exercising a
Stock Right on the grantee's payment of such additional withholding taxes
by 1) additional withholding if the Optionee is an existing employee with
respect to whom the Company withholds taxes on the date of exercise (or
such other time as the Company's obligation to withhold taxes may
accrue); or 2) direct payment of the required withholding to the Company.
The Compensation Committee of the Board of Directors or the Board of
Directors, as applicable, in their sole discretion, shall determine the
amount of taxes that are required to be withheld.

23. Effective Date and Duration of the Plan.

A. The Plan shall become effective when adopted by the Board and
Stock Rights granted under the Plan shall become exercisable upon the
Board's approval of the Plan. Amendments to the Plan not requiring
shareholder approval shall become effective when adopted by the Board.
Stock Rights may be granted under the Plan at any time after the
effective date and before the termination date of the Plan.

B. Unless sooner terminated as provided elsewhere in this Plan,
this Plan shall terminate upon the close of business on the day next
preceding the tenth anniversary of the date of its adoption by the Board.
Stock Rights outstanding on such date shall continue to have force and
effect in accordance with the provisions of the instruments evidencing
such Stock Rights.

Adopted by the Board of Directors on March 1, 2005.