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): FEBRUARY 27, 2004
FREEPCSQUOTE.COM, INC.
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(EXACT NAME OF REGISTRANT SPECIFIED IN CHARTER)
NEVADA 000-26293 85-0420306
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(STATE OF (COMMISSION FILE (IRS EMPLOYER
INCORPORATION) NUMBER) IDENTIFICATION NO.)
19950 MARINER AVENUE
TORRANCE, CA 90503
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(310) 921-3444
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 5. OTHER EVENTS.
On March 11, 2004, the Registrant issued a press release announcing that it had
raised a total of $3.0 million in an offering of convertible notes through a
private placement to affiliated entities of RENN Capital Group that closed on
February 27, 2004. A copy of the press release is attached hereto as Exhibit
99.1. A copy of each $1.0 million convertible debenture due February 27, 2011 is
attached hereto as Exhibit 4.1, 4.2 and 4.3, respectively. A copy of the
Convertible Loan Agreement executed in connection with the issuance of the
convertible debentures is attached hereto as Exhibit 10.1.
The press release attached hereto as Exhibit 99.1 also announces that the
Registrant's name change to Digital Learning Management Corporation and
7.86802:1 stock split of the Registrant's common stock will be effective as of
the opening of business on March 19, 2004.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
EXHIBIT NO. EXHIBIT DESCRIPTION
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4.1 7.00% Convertible Debenture dated as of February 27, 2004.
4.2 7.00% Convertible Debenture dated as of February 27, 2004.
4.3 7.00% Convertible Debenture dated as of February 27, 2004.
10.1 Convertible Loan Agreement dated as of February 27, 2004.
99.1 Press Release dated as of March 11, 2004 announcing a $3.0
million offering of convertible notes through a private
placement.
SIGNATURES
Pursuant to the requirements 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.
FREEPCSQUOTE.COM, INC.
By: /s/ Aurangzeb Bhatti
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Name: Aurangzeb Bhatti
Title: President
Dated: March 11, 2004
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
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4.1 7.00% Convertible Debenture dated as of February 27, 2004.
4.2 7.00% Convertible Debenture dated as of February 27, 2004.
4.3 7.00% Convertible Debenture dated as of February 27, 2004.
10.1 Convertible Loan Agreement dated as of February 27, 2004.
99.1 Press Release dated as of March 11, 2004 announcing a $3.0
million offering of convertible notes through a private
placement.