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): December 19, 2006


                                    PHC, Inc.
             (Exact Name of Registrant as Specified in its Charter)

                                  Massachusetts
                    (State of Incorporation or Organization)

        0-22916                                           04-2601571
(Commission File Number)                               (I.R.S. Employer
                                                       Identification No.)


200 Lake Street, Suite 102, Peabody, Massachusetts            01960
 (Address of Principal Executive Offices)                   (Zip Code)


Registrant's telephone number, including area code:  (978) 536-2777

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 (see General Instruction A.2. below):

___  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)



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Item 1.01.  Entry into a Material Definitive Agreement

     On December 19,  2006,  the Company  entered into an agreement  pursuant to
which the Company  sold  $2,000,000  in  unregistered  Class A Common Stock to a
single  investor  to  provide  the equity  component  for the  build-out  of the
Company's Las Vegas hospital project, Seven Hills.

     The agreement allowed the investor, Camden Partners Limited Partnership, to
purchase  $2,000,000 in PHC, Inc. Class A Common Stock at $2.08 per share, which
is 94% of the  volume  weighted  average  selling  price per  share  over the 20
trading  days  prior  to the  sale.  In  addition  to  providing  a  certificate
evidencing the 961,539  unregistered  shares within three business days from the
close of the  transaction,  the Company is also obligated to file a Registration
Statement  with the  Securities  and Exchange  Commission  within 90 days of the
close  of  the  transaction  to  register  the  shares  issued,   to  cause  the
Registration  Statement to become  effective within 120 days of the close of the
transaction and to maintain the Registration  Statement's effective status for a
period  of two  years  from the date of the  close  of the  transaction.  If the
Company fails to meet such 120 day deadline,  it would be required to pay to the
investor,  in cash or shares  (at the  Company's  option),  1% of the  aggregate
purchase price for each monthly period or pro rata portion  thereof in which the
Company is not in compliance with its registration obligations.


Item 3.02.  Unregistered Sales of Equity Securities

            See Item 1.01
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Item 9.01.  Financial Statements and exhibits


(c) Exhibits

10.27 Securities  Purchase  Agreement  entered  into  December  19, 2006 by and
      between PHC, Inc. and Camden Partners  Limited  Partnership, together with
      the registration rights agreement.





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SIGNATURE


     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.


                                                     PHC, INC.


Date: December 21, 2006                              By:  /s/ Bruce A. Shear
                                                          ____________________
                                                              Bruce A. Shear
                                                              President


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