**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      DC 20549**





**FORM
      10-KSB**





(Mark
      One)





x
            ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934





For
      the
      fiscal year ended September 30, 2007





o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934





For
      the
      transition period from ______________to ____________





Commission
      File Number 000-50098





**PUBLIC
      COMPANY MANAGEMENT CORPORATION**


(Name
      of
      small business issuer in its charter)





**Nevada**
            **88-0493734**(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification No.)**5770
                El Camino Rd, Las Vegas, NV**
            **89118**(Address
                of principal executive offices)
            (Zip
                Code)





Issuer’s
      telephone number **(702)
      222-9076**





Securities
      registered under Section 12(b) of the Exchange Act: **None**





Securities
      registered under Section 12(g) of the Exchange Act:





**Common
      Stock, $.001 par value per share**


(Title
      of
      class)





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. o





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. Yes x No o





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of the registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes
o
      No x





The
      issuer’s revenue for the most recent fiscal year ended September 30, 2007 was
      $888,136.





The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates was $431,598 as of December 6, 2007, based upon the per share
      closing sale price of $0.05 on such date.





As
      of
      December 6, 2007, there
      were outstanding 28,149,316 shares of the registrant’s common stock, $.001 par
      value per share.





Transitional
      Small Business Disclosure Format: Yes o No x










**Form
      10-KSB**


**For
      the Fiscal Year Ended September 30, 2007**





**TABLE
      OF CONTENTS**





PagePART
                IItem
                1.
            Description
                of Business.
            1Item
                2.
            Description
                of Property.
            9Item
                3.
            Legal
                Proceedings.
            9Item
                4.
            Submission
                of Matters to a Vote of Security Holders.
            10PART
                IIItem
                5.
            Market
                for Common Equity and Related Stockholder Matters.
            10Item
                6.
            Management’s
                Discussion and Analysis.
            11Item
                7.
            Financial
                Statements.
            25Item
                8.
            Changes
                In and Disagreements With Accountants on Accounting and Financial
                Disclosure.
            39Item
                8A.
            Controls
                and Procedures.
            39Item
                8B.
            Other
                Information.
            39PART
                IIIItem
                9.
            Directors,
                      Executive Officers, Promoters, Control Persons and Corporate
                      Governance;
                      Compliance With Section 16(a) of the Exchange
                      Act.
            39Item
                10.
            Executive
                Compensation.
            42Item
                11.
            Security
                Ownership of Certain Benenficial Owners and Management and Related
                Stockholder Matters.
            43Item
                12.
            Certain
                Relationships and Related Transactions, and Director
                Independence.
            44Item
                13.
            Exhibits.
            46Item
                14.
            Principal
                Accountant Fees and Services.
            46










**Form
      10-KSB**


**For
      the Fiscal Year Ended September 30, 2007**





**PART
      I**





**Item
                1.**
            **Description
                of Business****.**





**Overview**





We
      are a
      management consulting firm that educates and assists small businesses to improve
      their management, corporate governance, regulatory compliance and other business
      processes, with a focus on capital market participation. We provide solutions
      to
      clients at various stages of the business lifecycle:





·
            Educational
                products to improve business processes or explore entering the capital
                markets;


·
            Startup
                consulting to early-stage companies planning for
                growth;


·
            Management
                consulting to companies seeking to enter the capital markets via
                self-underwriting or direct public offering or to move from one capital
                market to another; and


·
            Compliance
                services to fully reporting, publicly traded companies.





We
      help companies
      to understand and prepare to meet the obligations incumbent upon public
      reporting companies, to access the public capital markets primarily through the companies’ self underwriting or direct public offerings of
      their securities. We also guide and assist them in maintaining their periodic
      reporting compliance process. We offer our services under the trademarks Pubco
      WhitePapersTM, GoPublicTodayTM and Public Company Management ServicesTM (“PCMS”).
      We focus on the small business market which we believe is underserved by larger
      management consulting services firms. As a fully reporting, small business
      issuer with our common stock quoted and traded on the over-the-counter Bulletin
      Board (or OTCBB) under the symbol “PUBC”, we strive to lead by
      example.





We
      generate revenue primarily from consulting services that we provide to private
      company clients seeking to become fully reporting, publicly traded companies.
      We
      also generate revenue from regulatory compliance services that we provide to
      public company clients that are required to file periodic and other reports
      with
      the United States Securities and Exchange Commission (the “SEC”). We offer these
      services for a flat-fee consisting of cash and restricted shares of our clients’
common stock. Our revenue recognition policy for management consulting services
      is based on the value received by our customers at measurable milestones during
      the process that our clients undergo in becoming public companies. We also
      generate revenue from sales of our database of educational white papers to
      the
      public and open line consultations with potential clients regarding their
      prospects of becoming public companies.





We
      created the PCMC Bulletin Board 30 Index® (the “PCMC 30”) to increase peoples’
awareness of the OTCBB as a public equity market and our exposure to small
      business issuers.





Our
      principal executive office is located at 5770 El Camino Road, Las Vegas, Nevada
      89118 which houses our President, CEO and majority shareholder, Stephen Brock.
      Our other executive officers and administrators work from digitally linked
      virtual offices throughout the U.S. Our telephone number is (702) 222-9076.
      We
      maintain a number of websites including www.PublicCompanyManagement.com ;
      however, the information in, or that can be accessed through, our websites
      is
      not part of this report. Unless otherwise indicated or the context requires
      otherwise, in this report, all references to the “Company,” “PCMC,” “we,” “us”
and “our” refer to Public Company Management Corporation, a Nevada corporation,
      and its subsidiaries.




-1-




**Business
      Development**





We
      were
      incorporated in Nevada on October 26, 2000 under the name MyOffiz, Inc. On
      October 1, 2004, MyOffiz entered into an exchange agreement with our founder,
      President, CEO and majority shareholder, Stephen Brock, who, at the time,
      controlled GoPublicToday.com, Inc. (“GPT”), Pubco WhitePapers, Inc. (“PWP”),
      Public Company Management Services, Inc. (“PCMS, Inc.”) and Nevada Management
      Corporation, Inc., formerly Nevada Fund (“NMC”) which is now dormant. Under the
      exchange agreement, MyOffiz acquired approximately 92.1% of the outstanding
      shares of GPT, all of the outstanding shares of PWP and PCMS, Inc. and
      approximately 98.0% of the outstanding shares of NMC in exchange for an
      aggregate of 15,326,650 newly issued shares of MyOffiz’ common stock. After the
      exchange, we changed our fiscal year end from June 30 to September 30 and our
      name to Public Company Management Corporation, and acquired the remaining
      minority interest of GPT which became our third wholly-owned, operating
      subsidiary.





**Products
      and Services**





We
      provide a broad range of value-added management consulting services designed
      to
      improve corporate structures, business practices and procedures, record keeping,
      accounting and corporate governance in order for small private companies to
      advance and sustain themselves in the public capital marketplace. The
      fundamental aspect of these services is our ability to assemble a team of legal,
      accounting, marketing and other professionals who can guide our private company
      clients through the complex process of becoming public and provide compliance
      and strategic management consulting to public company clients with an aim of
      enhancing their intrinsic value and market capitalization.





We
      also
      prepare and publish educational white papers to help businesspeople make the
      right decisions for the good of their companies when accessing the capital
      markets. Conducting a securities offering or being a publicly traded company
      involves a complex myriad of federal and state laws, rules and regulations
      as
      well as customary best practices and procedures any of which easily can be
      misunderstood, misinterpreted or misapplied. There are several traps for the
      unwary. We believe that the more management teams know and understand about
      these endeavors and the issues that they will face, the better able they are
      to
      make the right decisions.





***Education*** *–
      PubcoWhitePapers.com*





We
      designed Pubco WhitePapersTM to provide businesspeople with the information that
      they need to successfully operate their businesses, go public, stay public
      and
      access the capital markets in the U.S. Beyond education, Pubco WhitePapersTM also
      generates revenue for us from the sale of white papers and serves as a client
      lead generation vehicle for our other services. Our white papers and other
      educational materials help private companies determine whether they should
      become public and the appropriate methods available to them .
      They
      address critical financial, industry and regulatory issues and questions of
      interest to private companies considering the pros and cons of seeking public
      equity. Our white papers cover a wide range of topics including the public
      capital markets, regulatory compliance requirements, strategic planning,
      liquidity, corporate finance and other financial matters including the
      protection of officers’ and directors’ personal wealth. Our white papers also
      provide companies with information they need to maintain regulatory compliance
      and to access the funding that they need to reach their goals. We believe that
      our white papers are an excellent read for all market participants. Through
      Pubco WhitePapersTM, we are always looking for more ways to educate small
      business owners on the exciting possibilities of the U.S. capital
      markets.





Some
      of
      our premier white papers are listed below:





·
            The
                Affordable IPO Alternative: The SB-2 Filing
                Process;


·
            Going
                Public: Are You Emotionally
                Prepared?;


·
            Business
                Plan Development Guide;


·
            The
                Nevada Advantage;


·
            Reverse
                Mergers: Pitfalls and Alternatives;


·
            How
                Can the OTCBB be Used as a Stepping Stone to the AMEX or the NASDAQ;
                and


·
            Asset
                Protection for Corporate Officers and
                Directors.




-2-




We
      give
      our clients free access to Pubco WhitePapersTM to help them manage their entry
      into the capital marketplace and sustain their position.





***Management
      Consulting Services*** *–
      GoPublicToday.com*





We
      provide management consulting services and advice to private company clients
      seeking to register and self distribute their own securities in a public
      offering without an underwriter and obtain a listing and have their securities
      quoted and traded. While all of our clients have access to our internal
      management team’s broad range of experience, we recommend an experienced group
      of professional service providers that our clients engage to accomplish this
      task. During the process, we consult and advise our clients on best practices
      and procedures and serve as project manager for our clients. We also serve
      as a
      liaison between our clients and their professional service providers. After
      our
      clients become public, we provide them with regulatory compliance services
      (discussed below). We receive the predominate portion of our fee in the form
      of
      restricted shares of common stock of our clients.





Not
      every
      small business can make it through the process of becoming a fully reporting,
      publicly traded company for a number of reasons such as a change in business
      or
      management, their dedication to the process and continued financial commitment
      or their inability to meet obligations or improve accounting deficiencies,
      among
      other weaknesses and limitations. Engaging such a client would create an
      opportunity cost for us in terms of time that we could otherwise spend on
      capable clients. To mitigate this, our process begins with an initial
      prescreening of all potential clients to determine their requirements and the
      scope and cost of the services that will be required. We also require potential
      clients to complete an open line questionnaire to obtain preliminary information
      on the potential client’s business and background. As part of a third
      prescreening, we invite potential clients to a free, fast-moving, thirty-minute
      open line consultation with members of our executive management team. We
      undertake this level of inquiry to aid us in determining that our services
      are
      being obtained for proper purposes in order to maintain our
      goodwill.





After
      the
      open line consultation, we deliver proprietary documentation to potential
      clients. This documentation includes our form contract, estimated total fees
      and
      costs to complete the process and the PCMC RoadmapTM (the “Roadmap”). The Roadmap
      divides the process into three phases: 1) Gap Analysis; 2) Fully Reporting
&
Publicly Traded; and 3) SEC Compliance & Strategic Advisory. It provides
      clients with detailed clarification of their duties/responsibilities and ours
      during each step of all three phases of the process. The Roadmap also introduces
      clients to specialized terms and concepts that they will encounter during the
      process such as Management’s Discussion and Analysis (or MD&A), the
      Securities Act, the Exchange Act, Regulation D, the Public Company Accounting
      Oversight Board (or PCAOB), Blue Sky, Private Placement Memorandum (or PPM),
      Direct Public Offering (or DPO), EDGAR, Form SB-2, Form 10-KSB, Form 10-QSB,
      Form 8-K and Forms 3, 4 and 5, Schedule 13-D, Form ID, and the so-called quiet
      period. We believe the Roadmap serves as an educational resource and point
      of
      reference for clients as they move through the process.





Some
      of
      the services that we provide during the process include the
      following:





·
            Recommend
                a group of professional service providers including principal independent
                accountants, audit coordinators, corporate and securities lawyers,
                transfer agents, EDGAR agents and NASD member firms that are registered
                as
                market makers;


·
            Advise
                clients in choosing which professional service providers to
                engage;


·
            Serve
                as project manager to clients;


·
            Serve
                as liaison between clients and their professional service providers
                and
                between the professional service
                providers;


·
            Establish
                and administer a virtual office (or intranet) for each client and
                train
                clients and their teams on its use to facilitate sharing of documents
                and
                other information;


·
            Review,
                assess and make recommendations of business
                plan;


·
            Advise
                on, make projections, prepare and maintain capitalization
                table;






-3-




·
            Furnish
                examples of general ledgers, financial statements, financial statement
                footnotes, MD&As, milestones and use of proceeds and dilution tables
                and descriptions; and


·
            Advise
                on best practices and procedures for primary exempt offerings, private
                placements and registered best efforts offerings of securities conducted
                by our clients’ officers, directors and employees or secondary shelf
                registered offerings by our clients selling
                shareholders.





***Regulatory
      Compliance Services*** *–
      PCMS-Team.com*





We
      provide compliance services and advice to public companies regarding their
      SEC
      reporting and corporate governance requirements. Our compliance services are
      designed with small businesses in mind and geared to assist them in complying
      with the myriad of rules and regulations pertaining to public
      companies.





Some,
      but
      not all, of the regulatory compliance services that we provide include the
      following





·
            Consult
                with officers and directors regarding their fiduciary duties and
                responsibilities relating to a fully reporting public company and
                full
                disclosure;


·
            Coordinate
                with internal accountants, attorneys, principal independent accountant
                and
                EDGAR agent regarding timely filing of clients’ periodic reports with the
                SEC;


·
            Consult
                regarding events requiring clients to file current reports with the
                SEC
                and coordinate filings;


·
            Coordinate
                with EDGAR agent for electronic submissions of clients’ reports to the SEC
                and reports required to be filed by clients’ officers, directors and
                reporting shareholders, including preparing and filing Forms ID and
                maintaining a matrix of EDGAR filing codes and other information
                necessary
                for filing;


·
            Determine
                and track statement of beneficial ownership filing requirements and
                coordinate filings;


·
            Determine
                and track initial statements, statements of changes, and annual statements
                of beneficial ownership of securities filing requirements, coordinate
                filings and consult regarding insider trading
                policy;


·
            Consult
                and advise on policy regarding control of confidential and material
                nonpublic information, press releases, Regulation FD disclosure
                requirements and limitations on communications of public
                companies;


·
            Advise
                and consult regarding equity incentive plans;
                and


·
            Advise
                and consult regarding proxy or information statement for one shareholder
                meeting limited to the election of directors and ratification of
                auditors
                and coordination with professional service providers regarding filing,
                printing and mailing the proxy or information statement and conducting
                the
                annual meeting.





***Market
      Awareness*** *–
      PCMC Bulletin Board 30 Index®*





We
      created the PCMC 30 in July 2005 to promote greater awareness and familiarity
      with the OTCBB and to increase our exposure as a provider of services to the
      small business market. We anticipate that the PCMC 30 will serve to educate
      the
      investment community about the validity of OTCBB stocks and to broadcast the
      value of the OTCBB as a springboard for small companies to launch onto a
      national exchange. Since the introduction of the PCMC 30, we have found that
      the
      benefits of this index extend beyond bringing greater awareness to the OTCBB
      and
      also include indirect lead generation for our management consulting and
      regulatory compliance services and legitimacy of our role within our marketplace
      niche.




-4-





The
      PCMC
      30 consists of 30 stocks that are selected based on the following well
      recognized standards:





·
            Three
                month average trade volume;


·
            Market
                capitalization;


·
            Historical
                stock price;


·
            Shares
                outstanding;


·
            Estimated
                float;


·
            Revenues;


·
            Operating
                history; and


·
            Industry/sector
                diversity.





We
      believe that the PCMC 30 is the only measurement of performance of stocks traded
      exclusively on the OTCBB. The companies included in the PCMC 30 are not clients
      of ours and we do not own any of their securities. We do not make specific
      fundamental judgments on the outlook of companies included in the PCMC
      30.





**Our
      Clients**





Our
      clients consist primarily of growing small-to-middle market private companies
      that:





·
            Have
                a business plan showing a potential for profitable operations and
                strong
                revenue growth within three to five
                years;


·
            Operate
                in either established markets, high growth potential niche markets
                and/or
                market segments that are differentiated, driven by pricing power
                or mass
                scale standardized product/service delivery;
                and


·
            Have
                an experienced management team or clear plans to establish such team
                that
                owns a significant portion of their current
                equity.





During
      fiscal 2007, we began requiring potential clients generally to have at least
      $1
      million in current annual revenue and high double-digit sales growth before
      we
      will enter an engagement with them. Also, we encourage clients to change their
      state of incorporation to Nevada if they are organized in another state or
      a
      foreign country.





**Operational
      Infrastructure**





We
      have a
      decentralized, virtual operational infrastructure which we support through
      a
      program that we call Always-On ManagementTM, a strategic and best practices
      approach for geographically distributed teams to utilize technology to increase
      productivity and performance.





We
      service clients throughout the U.S. and in Canada. Our executive officers and
      team of other independent contractors essential to our day-to-day operations
      and
      servicing these clients are also geographically distributed.  Through the
      program, we have implemented several key technologies and related management
      practices in order to effectively manage both our internal operations and client
      engagements in this environment.  We believe that maintaining a virtual
      infrastructure prevents the need for costly office space and gives us the
      flexibility to work with the right talent at the right time regardless of their
      location.





Always-On
      ManagementTM addresses the challenges of using technology to manage a
      geographically distributed team.  While many of these technologies have
      been available for several years, the management practices around their use
      are
      typically not mature in small businesses like us outside of the technology
      industry.  We are leading by example and pioneering their use in small
      business.




-5-




A
      key
      aspect of Always-On ManagementTM is distinguishing between tasks that can best be
      accomplished asynchronously (e.g., via e-mail and document management systems)
      and tasks that can best be accomplished synchronously (e.g., real-time
      communication via voice over Internet protocol (or VOIP) or web conferencing.
      Our management team holds a daily virtual working session in which they discuss
      and make decisions on key issues; review, revise and finalize documents; and
      report and make assessments, recommendations and reassignments on the workflow
      related to our client engagements. Key independent contractors and professional
      service providers are also available and may be added to the conference as
      needed. This process simulates the easy access of a traditional office and
      improves the operational efficiency of our geographically distributed team.




**Sales**





Previously,
      we exclusively relied on Stephen Brock, our President, CEO and majority
      shareholder, to sell our management consulting and regulatory compliance
      services. However, we continue to expand the role and responsibilities of Kipley
      J. Lytel, our Secretary and Chief Operating Officer (or COO), in the sales
      process. We have also retained a consultant to assist us with marketing and
      business development. The consultant is focused on direct outreach within
      Nevada.





**Marketing**





Our
      marketing strategy focuses on education first and foremost, with our whitepapers
      as our flagship marketing tool.  We use them to educate small business
      owners and to promote the availability of capital markets and the value of
      our
      services.  Small business owners often lack the resources and experience
      needed to access the capital markets; however, they generally are in the most
      serious need of funding.  We believe that by educating small business
      owners, they become more aware of capital markets, better able to access capital
      markets, more proficient in their use of funding and the small business market
      is better served.





The
      collection of white papers represents a body of knowledge about a wide variety
      of financial and small business topics, all collected and easily accessible
      in
      one place. This strategy:





·
            Positions
                us as thought leaders in this
                space;


·
            Generates
                leads; and


·
            Qualifies
                those leads before progressing to more costly sales
                efforts.





We
      routinely conduct Internet advertising campaigns that offer free white papers
      and open line consultations to educate small business owners and generate
      clients for our management consulting and regulatory compliance services. This
      core strategy is supported by the following:





·
            Cross-promotion
                on our various websites;


·
            Direct
                mail and opt-in email to potential
                clients;


·
            Other
                educational communications designed to promote the availability of
                public
                equity markets to companies seeking to expand their business and
                unlock
                shareholder value;


·
            Publication
                of articles in business journals;
                and


·
            Sponsorship
                of and attendance at securities industry conferences and various
                events
                designed to raise awareness of the public equity
                markets.





We
      are
      exploring outsourcing the marketing and sales of the Pubco WhitePapersTM to a
      third party in an effort to fully capitalize on the revenue potential for this
      business segment.





The
      nature of marketing on the Internet is currently undergoing a dramatic change
      thanks to blogs and other social media. We are committed to leveraging the
      latest Internet marketing techniques to reach new market niches cost effectively
      by offering educational content in these new media outlets.




-6-




**Competition**





We
      face
      intense competition in every aspect of our business, and particularly from
      other
      firms which offer management, compliance and other consulting services to
      private and public companies. However, we have not identified any particular
      competitor that attempts to offer the full suite of services as us in a turnkey
      fashion. We also differentiate ourselves by accepting a relatively low cash
      component as our fee for management consulting and regulatory compliance
      services and taking a greater portion of our fee in the form of restricted
      shares of our private clients’ common stock. We also face competition from a
      large number of consulting firms, investment banks, venture capitalists,
      merchant banks, financial advisors and other management consulting and
      regulatory compliance services firms similar to ours. Many of our competitors
      have greater financial and management resources and some have greater market
      recognition than we do.





In
      addition, a client may choose to use its own resources rather than engage an
      outside firm for the types of services we provide.





We
      believe that the principal competitive factors in the industries in which we
      compete include:





·
            Skills
                and capabilities of people;


·
            Innovative
                service and product offerings;


·
            Perceived
                ability to add value;


·
            Reputation
                and client references;


·
            Price;


·
            Scope
                of services;


·
            Service
                delivery approach;


·
            Technical
                and industry knowledge and
                experience;


·
            Quality
                of services and solutions;


·
            Ability
                to deliver results on a timely
                basis;


·
            Availability
                of appropriate resources; and


·
            National
                reach and scale.





We
      believe that we occupy a unique niche relating to privately held companies
      seeking access to the public equity markets.





We
      compete primarily on the following basis:





·
            *Target
                Market*.
                We target small businesses that are seeking access to capital markets.
                We
                also target small businesses that arerequired
                to maintain compliance with public reporting and corporate governance
                requirements. Their needs are highly complex and time consuming.
                We
                believe that they are underserved by larger management consulting
                services
                firms and that we have more experience and knowledge than firms our
                size
                and smaller.





·
            *Education*.We
                provide our clients with value-added services that begin with education
                and access to Pubco WhitePapersTM.
                We are committed to educating clients on all facets of their operations
                and believe this tenet is the most valuable service to our clients.





·
            *Flexible
                Fee Structure*.
                The customary billing rate for management consulting and regulatory
                compliance services is $425 per hour. We estimate that we provide
                approximately 1,600 hours of services for a private company client
                to
                become a fully reporting, publicly traded company. Many small businesses
                need access to the capital markets to grow their operations, but
                do not
                have the cash to pay all of the professional service fees that they
                will
                incur to become a public company. To defray our clients’ out-of-pocket
                costs, we
                accept the predominate portion of our payment in the form of restricted
                shares of their common stock. In addition, we have established
                relationships with state and federal banks for them to offer our
                qualified
                clients loans up to $250,000 to be used to pay our management consulting
                and compliance services fees and other expenses related to the client
                becoming a fully reporting, publicly traded company and entering
                the
                capital markets.




-7-




·
            *Experience
                and Knowledge*.
                Collectively, our three executive officers have several years of
                experience ranging from accounting, finance, legal and self-distribution
                of securities. We lead from our own business model of moving from
                a
                one-executive private company to a small growing public company that
                has
                built-out extensive management and operating infrastructure resources.
                Our
                common stock is quoted and traded on the OTCBB. We are required to
                maintain compliance with SEC reporting and corporate governance
                requirements. We face the same challenges as other small businesses
                in
                raising debt or equity capital. As such, we strive to lead by
                example.





·
            *Professional
                Service*.
                We work with what we believe to be some of the best and affordable
                professional services providers in our industry. They range from
                accounting firms, corporate and securities attorneys, audit coordinators,
                NASD members that are registered as market makers, EDGAR agents,
                information technology professionals, shareholder awareness firms,
                independent equity research boutiques, and administrative assistants
                with
                years of experience servicing small businesses, among other
                professionals.





·
            *Aftermarket
                Support*.
                The regulatory requirements for public companies can be overwhelming
                to
                small business management teams. Through our regulatory compliance
                services, we provide our clients with the skills and tools they need
                during their first year as a public company. After our engagement
                is
                complete, we hope that our clients will have learned everything they
                need
                to remain public and continue to access the capital markets. We will
                continue to offer our services to clients after the contract period
                expires.





We
      believe that we compete favorably on the factors described above. However,
      our
      industry is becoming increasingly competitive. Larger, more established
      companies than us may be able to compete more efficiently or
      effectively.





**Intellectual
      Property**





We
      rely
      on a combination of trademark, copyright and trade secret laws in the U.S.
      and
      other jurisdictions as well as confidentiality procedures and contractual
      provisions to protect our intellectual property and other proprietary
      rights.





PCMC
      Bulletin Board 30 Index® is a registered trademark in the U.S. Our trademarks
      which are not federally registered include: Pubco WhitePapersTM, GoPublicTodayTM,
      Public Company Management ServicesTM (“PCMS”), PCMC 30TM, PCMC
      RoadmapTM, Always-On ManagementTM, Delaware of the WestTM and Wall Street of the
      WestTM .





Circumstances
      outside our control could pose a threat to our intellectual property rights.
      For
      example, effective intellectual property protection may not be available in
      every country in which our products and services are distributed. Also, the
      efforts we have taken to protect our proprietary rights may not be sufficient
      or
      effective.





**Governmental
      Regulations**





We
      are
      required to operate our business in conformity with various federal and state
      securities laws including the Securities Act of 1933, as amended (the
“Securities Act” or “1933 Act”), the Securities Exchange Act of 1934, as amended
      (the “Exchange Act” or the “1934 Act”), the Nevada Uniform Securities Act under
      which our subsidiary, GoPublicToday.com, Inc., is a registered investment
      advisor and rules and regulations of the SEC, the National Association of
      Securities Dealers (the “NASD”) and state regulatory agencies. In these regards,
      we do not prepare or certify any part of our clients’ registration statements or
      engage in any broker-dealer or underwriting activity including providing
      customer list or other leads to use in connection with our clients’ offerings of
      securities.




-8-




We
      do not
      believe that we are an investment company within the meaning of the Investment
      Company Act of 1940 (the “1940 Act”). We accept the predominate portion of our
      fee for management consulting and compliance services in the form of restricted
      shares of our clients’ common stock which do not have a market. We accept this
      as a form of payment because our clients are small privately held businesses
      that do not otherwise have the cash to pay for our services at the customary
      rate of $425 per hour. Since first conducting our current business operations
      as
      a public company over two years ago, markets have not developed for most of
      the
      common stock and we have not had an opportunity to dispose of much of it. As
      a
      result, we have accumulated common stock which currently constitutes most of
      our
      assets. We
      have
      adopted a policy to dispose of the common stock as soon as markets develop
      and
      we are able to sell it pursuant to an effective registration statement or an
      exemption from registration. For these and other reasons, w e
      do not
      believe that we are engaged, nor do we propose to engage primarily in the
      business of investing, reinvesting, or trading in securities. Please see the
      section entitled “Risk Factors” under the heading “Item 6. Management’s
      Discussion and Analysis of Plan of Operation.”





**Independent
      Contractors**





We
      have
      several people who perform management, legal, accounting, finance, operational,
      technical, administrative and other employee-related services for us as
      independent contractors. We have two people providing executive-level services
      on a full-time basis and approximately eight people providing executive-level
      and other services on a part-time basis. We also engage several independent
      contractors to service our clients under our management consulting and
      compliance services contracts. We believe that our relationship with our
      independent contractors is good and that other independent contractors except
      executive-level management are available at reasonable costs to provide these
      services if necessary.





**Item
                2.**
            **Description
                of Property.**





Our
      executive office is located at 5770 El Camino Road, Las Vegas, Nevada 89118
      and
      consists of 1,000 square feet. Stephen Brock, our President, CEO and majority
      shareholder, provides us with this office space on a rent-free basis. We plan
      to
      open an office in New York, New York. We believe that these facilities will
      be
      suitable to accommodate our growing business needs.





Our
      other
      executive officers and persons performing employee-related functions work from
      digitally linked virtual offices in the following locations:





·
            District
                of Columbia;


·
            Houston,
                Texas;


·
            Irvine
                and Santa Barbara, California;


·
            Las
                Vegas, Nevada;


·
            Lebanon,
                Indiana; and


·
            New
                York, New York.





**Item
                3.**
            **Legal
                Proceedings.**





In
      April
      2006, UgoMedia Interactive Corporation and we entered into a stipulated payment
      order, which was filed in the District Court of Clark County, Nevada in a breach
      of contract case which we had brought against UgoMedia in July 2004. Pursuant
      to
      the order, UgoMedia was obligated to pay us an aggregate of $315,000 during
      the
      period from April 2006 to October 2006. UgoMedia had paid us $61,500, but has
      defaulted on the remainder of the payment as of September 30, 2006. As a result
      of UgoMedia’s failure to make payment, we have the right to immediately enter
      judgment for the balance then due, less payments previously received, together
      with interest on the then unpaid balance at the rate of 8% per annum until
      fully
      paid. The order also provides that one of the individual defendants is subject
      to a $40,000 judgment inclusive of the $315,000 that was owed to us by Ugomedia;
      however, this judgment is subject to a dollar-for-dollar credit for all sums
      paid to us by UgoMedia. We also have the right to enter judgment against the
      individual, subject to the credit and any amounts paid to us by the individual,
      if UgoMedia fails to make the scheduled payments or cure such failure. We
      entered judgment on December 15, 2006, but we are having difficulty collecting
      and there can be no assurance.




-9-




In
      addition, we may be a party to various litigation that is normally incident
      to
      our business and which, individually and in the aggregate, would not involve
      claims against us for damages, exclusive of interest and costs, in excess of
      10%
      of our current assets.





**Item
                4.**
            **Submission
                of Matters to a Vote of Security
                Holders.**





There
      were no matters submitted to a vote of security holders during the fourth
      quarter of the fiscal year covered by this report.





**PART
      II**





**Item
                5.**
            **Market
                for Common Equity and Related Stockholder
                Matters.**





**Market
      Information**





Our
      common stock has been quoted on the OTCBB under the symbol “PUBC” since
      September 29, 2004. The following table sets forth for the indicated periods
      the
      high and low bid prices for our common stock on the OTCBB. The
      quotations reflect inter-dealer prices, without retail mark-up, markdown or
      commission, and may not necessarily represent actual transactions.


**Fiscal
                  2007 Quarters Ended:**
              
              **High**
              
              **Low**September
                  30, 2007
              
              $
              0.08
              
              $
              0.08June
                  30, 2007
              
              $
              0.08
              
              $
              0.076March
                  31, 2007
              
              $
              0.16
              
              $
              0.15December
                  31, 2006
              
              $
              0.30
              
              $
              0.21
 
 **Fiscal
                  2006 Quarters Ended:**
              
              **High**
              
              **Low**September
                  30, 2006
              
              $
              0.37
              
              $
              0.37June
                  30, 2006
              
              $
              0.125
              
              $
              0.125March
                  31, 2006
              
              $
              0.34
              
              $
              0.32December
                  31, 2005
              
              $
              0.58
              
              $
              0.51




**Holders
      of Record**





As
      of
      December 6, 2007, there were 79 holders of record of our common stock. Because
      many of our shares of common stock are held by brokers and other institutions
      on
      behalf of stockholders, we are unable to estimate the total number of
      stockholders represented by these record holders.





**Dividend
      Policy**





We
      have
      never paid any cash dividends on our common stock. We currently intend to retain
      any future earnings and do not expect to pay any dividends in the foreseeable
      future.




-10-





**Unregistered
      Sales of Equity Securities**





The
      following table lists unregistered sales of our equity securities during the
      fourth quarter of the fiscal year covered by this report.


**Name**
              
              **Shares
                  of******
                **Common**
                **Stock**
              
              **Consideration**
              
              **Value**
              
              **Date****(1)**Scott
                  Allen
              
              
              2,600
              
              
              Consulting
                  services rendered
              
              $
              208
              
              09/30/2007Robert
                  Beers
              
              
              32,500
              
              
              NEDAB
                  services rendered
              
              $
              2,348
              (2)(3)
              (2)(3)Dan
                  Burdish
              
              
              7,500
              
              
              NEDAB
                  services rendered
              
              $
              598
              (2)
              (2)Tim
                  Carlson
              
              
              28,685
              
              
              NEDAB
                  services rendered
              
              $
              2,292
              (2)(4)
              (2)(4)Paul
                  Henderson
              
              
              7,500
              
              
              NEDAB
                  services rendered
              
              $
              598
              (2)
              (2)Trae
                  O'Neil High
              
              
              25,000
              
              
              CLO
                  bonus for services rendered
              
              $
              1,625
              
              08/13/2007Somer
                  Hollingsworth
              
              
              923
              
              
              Consulting
                  services rendered
              
              $
              74
              
              09/28/2007Kipley
                  J. Lytel
              
              
              100,000
              
              
              COO
                  bonuses for services rendered
              
              $
              7,375
              (5)
              (5)Vic
                  Ruybalid
              
              
              1,250
              
              
              Consulting
                  services rendered
              
              $
              88
              
              07/18/2007Donald
                  Shalmy
              
              
              21,185
              
              
              Consulting
                  services rendered
              
              $
              1,695
              
              09/28/2007




(1)
            Represents
                the date used to value the common
                stock.


(2)
            On
                July 31, 2007, August 31, 2007 and September 30, 2007, 2,500 shares
                were
                earned and valued at $0.070 per share, $0.089 per share and $0.080
                per
                share, respectively.


(3)
            On
                July 30, 2007, Mr. Beers earned 25,000 shares valued as $0.070 per
                share
                as a signing bonus pursuant to his consulting agreement with
                us.


(4)
            On
                September 28, 2007, Mr. Carlson earned 21,185 shares valued at $0.080
                per
                share for consulting services
                rendered.


(5)
            On
                July 1, 2007, July 9, 2007 and September 13, 2007, Mr. Lytel earned
                25,000
                shares valued at $0.080 per share, $0.080 per share and $0.070 per
                share,
                respectively, pursuant to his consulting agreement with us as a bonus
                for
                signing new clients on each of such dates, and, on August 13, 2007,
                25,000
                shares valued at $0.065 per share as a bonus for a completed management
                consulting services engagement.




We
      claim
      an exemption from registration afforded by Section 4(2) of the Securities Act
      because of the limited number of persons involved in each transaction, our
      previous relationship with the recipients, the access of such persons to
      information about us that would have been available in a public offering and
      the
      absence of any public solicitation or advertising. Also, the recipients took
      the
      securities for investment and not resale and we took appropriate measures to
      restrict transfer.





For
      a
      discussion of unregistered
      sales of our equity securities during the first, second and third quarters
      of
      the fiscal year covered by this report, please see our quarterly reports on
      Forms 10-QSB filed on February 12, 2007, April 26, 2007, and July 30, 2007,
      respectively. For
      a
      discussion of unregistered
      sales of our equity securities to Stephen Brock, our President, CEO, majority
      shareholder and a director, during the fourth quarter of the fiscal year covered
      by this report, please see our current report on Form 8-K filed on October
      31,
      2007.





**Item
                6.**
            **Management’s
                Discussion and Analysis.**





The
      following discussion may contain “forward-looking statements” within the meaning
      of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”),
      and Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), which can be identified by the use of forward-looking
      terminology such as, “may,” “believe,” “expect,” “intend,” “anticipate”,
“estimate,” or “continue” or the negative thereof or other variations thereon or
      comparable terminology. Although the Company believes that the expectations
      reflected in such forward-looking statements are reasonable, it can give no
      assurance that such expectations will prove to have been correct. Our operations
      involve a number of risks and uncertainties, including those described in the
      Description of the Business of this Annual Report on Form 10-KSB and other
      documents filed with the Securities and Exchange Commission. Therefore, these
      types of statements may prove to be incorrect.




-11-




**Overview**





We
      are a
      management consulting firm that educates and assists small businesses to improve
      their management, corporate governance, regulatory compliance and other business
      processes, with a focus on capital market participation. We provide solutions
      to
      clients at various stages of the business lifecycle:





·
            Educational
                products to improve business processes or explore entering the capital
                markets;


·
            Startup
                consulting to early-stage companies planning for
                growth;


·
            Management
                consulting to companies seeking to enter the capital markets via
                self-underwriting or direct public offering or to move from one capital
                market to another; and


·
            Compliance
                services to fully reporting, publicly traded companies.





We
      help companies
      to understand and prepare to meet the obligations incumbent upon public
      reporting companies, to access the public capital markets primarily through the companies’ self underwriting or direct public offerings of
      their securities. We also guide and assist them in maintaining their periodic
      reporting compliance process. We offer our services under the trademarks Pubco
      WhitePapersTM, GoPublicTodayTM and Public Company Management ServicesTM (“PCMS”).
      We focus on the small business market which we believe is underserved by larger
      management consulting services firms. As a fully reporting, small business
      issuer with our common stock quoted and traded on the over-the-counter Bulletin
      Board (or OTCBB) under the symbol “PUBC”, we strive to lead by
      example.





Our
      clients consist primarily of growing small-to-middle market private companies
      that:





·
            Have
                a business plan showing a potential for profitable operation and
                above
                normal growth within three to five
                years;


·
            Operate
                in either established markets, high growth potential niche markets
                and/or
                market segments that are differentiated, driven by pricing power
                or mass
                scale standardized product/service delivery;
                and


·
            Have
                an experienced management team that owns a significant portion of
                their
                current equity.





During
      fiscal 2007, we began requiring potential clients to show that they have at
      least $1 million in current annual revenue and high double digit sales growth
      before we will enter an engagement with them. Also, we encourage clients to
      change their state of incorporation to Nevada if they are organized in another
      state or a foreign country.





**How
      We Generate Revenue**





During
      fiscal 2007, we derived revenue from the following activities:





*Educational
      White Papers, Open Lines and Consultations* .
      We have
      a database of over 140 educational white papers that serve growth-stage business
      owners and financial executives. We sell these white papers at retail prices
      ranging from $9.95 to $194.95 per paper. We also conduct open lines
      communications and consultations with potential clients regarding their
      prospects of becoming public companies. We expect that a certain number of
      these
      sales, open lines and consultations will translate into clients seeking to
      become fully reporting, publicly traded companies, and that we can enter into
      contracts with them to provide our management consulting and regulatory
      compliance services.





*Management
      Consulting Services* .
      We
      provide management consulting services to small businesses. We currently
      generate most of our revenue from management consulting services that we provide
      under the PCMC Roadmap to our clients seeking to become fully reporting,
      publicly traded companies. Rather than charging these clients cash at a fair
      market rate of $425 per hour, we offer them contracts with a fee structure
      consisting of a mix of stock and cash. Under this structure, we currently
      receive 1.25 million shares of common stock of the client which are
      nonrefundable plus $85,000 for management consulting services and, as discussed
      below, $48,000 for compliance services.




-12-




Effective
      with the second quarter ended March 31, 2005, we adopted a revenue recognition
      policy in which we recognize a portion of the revenue related to our consulting
      contracts at the completion of each of the following four
      milestones:





(i)
            initial
                analysis of client’s business and operations and private round(s) of
                initial financing from up to thirteen investors
                (20%);


(ii)
            clients’
                preparation of a second round of financing in the form of a private
                placement memorandum or registration statement for filing with the
                SEC
                (20%);


(iii)
            effectiveness
                of clients’ registration statement (25%);
                and


(iv)
            clients’
                qualification for quotation on the OTCBB or listing on a securities
                market
                or exchange (35%).





During
      fiscal 2007, some of our clients expressed a need for immediate, seed-type
      capital from one to three potential investors prior to conducting the private
      offering of initial financing from up to ten accredited or sophisticated
      investors for which we normally recognize 20%. We believe that the client’s
      ability to conduct this type of offering is a measurable milestone related
      to
      the management consulting services that we provide under our contracts. We
      estimated that the value of the services we provide for this purpose is
      approximately 10% of the total contract. Accordingly, effective October 1,
      2007,
      we revised our revenue recognition policy to bifurcate the first milestone
      in
      the event we provide management consulting services to a client to raise
      seed-type capital, otherwise we continue to recognize 20% for services we
      provide for the first milestone.





We
      also
      derive revenue from a broad range of value-added management consulting services
      that we provide on an hourly basis. Our current rate for these services is
      $425
      per hour. These services are designed to improve corporate structures, business
      practices and procedures, record keeping, accounting and corporate governance
      in
      order for small private companies to advance and sustain themselves in the
      capital markets. We receive payment for these services in the form of cash;
      however, for those clients receiving services under our PCMC Roadmap, discussed
      above, we may receive payment in the form of cash or additional client stock
      for
      time delays caused by the client or additional management consulting services
      outside of the scope of the contract that the client may ask us to
      perform.





*Compliance
      Services.* We offer
      regulatory compliance services to public companies. These services also include
      corporate governance matters under the Sarbanes-Oxley Act of 2002. Our rate
      for
      these services is $425 per hour; however as part of our management consulting
      services contracts with clients seeking to become a fully reporting, publicly
      traded company, we provide these services for $48,000 for the first twelve
      months after a client becomes a public company.





**Known
      Trends, Events and Uncertainties**





Valuation
      of Non-marketable Securities





Having
      clients that have made it through the process of becoming publicly traded
      companies and developed markets for their common stock underlies our ability
      to
      sell the shares we hold for cash. Our clients have experienced delays becoming
      publicly traded companies (see the discussion below under the heading “Revenue
      Recognition”) and developing markets for their common stock. In addition, our
      clients have had a limited number of shares sold for cash to unrelated third
      parties relative to the number of shares we receive for services.





Historically,
      we have valued our shares at the price per share of contemporaneous sales of
      common stock by our clients to unrelated third parties which occurred at our
      first revenue recognition milestone, classified the shares as non-marketable
      securities, credited deferred revenue in an equal amount and recognized revenue
      related to the shares under our revenue recognition policy, discussed above
      under the heading “How We Generate Revenue”, “ *Management
      Consulting Services* ”.
      We
      received 500,000 shares of our clients' issued and outstanding common stock
      as
      part of our compensation for management consulting services prior to the first
      milestone, but we have since increased our stock compensation to 1,250,000
      shares. Also, the third-party sales prices and the length of time for a client
      to complete the process to become a public company and develop a market for
      its
      securities generally have increased in the last two years.




-13-
 
 During
          the audit of fiscal 2007 we considered whether, in light of the changes
          in our
          business (discussed in the paragraph above), the clients’ sales of shares at the
          first milestone was high enough in quantity compared to the number of shares
          we
          own at that time for us to use the third-party sales price to value our
          shares.
          When the clients’ third party stock sales at the first milestone are not
          representative of the fair value of our shares, we will either obtain a
          third-party valuation of the stock or record the expected net realizable
          value
          of shares based on our historical business activity. When neither of these
          are
          available, the stock is recorded at $-0-. We determined that the fair value
          of
          an aggregate of 5,500,000 shares of non-marketable securities of various
          clients
          were not supportable based on the third-party sales price because the number
          of
          shares we owned was significantly greater than the number of shares sold
          at that
          time. Accordingly, we recorded impairment of $2,723,480 related to these
          securities. These clients are still actively engaged in the process of
          becoming
          public companies and have sold shares to unrelated third parties at prices
          ranging from $0.50 per share to $4.00 per share in relatively small offerings;
          therefore, the shares are recorded at $-0- on our balance sheet. We will
          not
          assign any value to the shares until such time as a client has sold a sufficient
          number of shares to unrelated third parties in a reasonable period of time
          relative to the number of shares we receive for services or such time as
          we have
          a sufficient history of selling shares for cash in the market to use as
          a basis
          for valuing new client common stock.  Until such time as a client’s stock
          sales are high enough, or we obtain third-party valuations or develop a
          method
          of valuing new client shares based on our selling history, we initially
          will
          record only the cash portion of our client engagements, which will have
          a
          material adverse effect on our financial condition and result of operations
          until such time as we can sell the stock portion and record gains on the
          sale.





Marketing
      and Nevada Economic Development





Prior
      to
      fiscal 2007, we directed our marketing efforts to potential clients throughout
      the U.S. and in Canada. While we will continue to accept clients on a national
      and international basis, we believe that there are significant advantages to
      concentrating our marketing efforts in the State of Nevada. Further, we believe
      that supporting Nevada economic development based on the state’s unique capital
      markets and business regulatory climate will drive business directly to us
      as
      well as have long term benefits for the state.





According
      to the Nevada Secretary of State, there are approximately 310,000 corporations
      domiciled in Nevada. During 2006, 41,083 corporations were formed in Nevada
      and
      39,052 and 35,186 corporations were formed in Nevada during 2005 and 2004,
      respectively. We perceive Nevada as offering the following
      benefits:





·
            Favorable
                securities, corporate and tax laws and regulations for small businesses;
                and


·
            Large
                number of small businesses that could benefit from raising capital,
                expanding their business and growing nationally and internationally
                by
                successful entry and sustained participation in the public capital
                markets.





During
      fiscal 2007, we created the Nevada Economic Development Advisory Board (NEDAB),
      a council of prominent businesspeople and legislators who share a vision of
      diversified economic growth through capital marketing participation and are
      working with other businesses and the government to make that vision a reality.
      NEDAB believes that:





·
            Nevada
                has the potential to become the premier destination in the U.S. for
                small
                business issuers looking to enter the capital
                markets;


·
            Nevada
                corporations across a variety of industries can benefit from participating
                in the capital markets as a way to build long term shareholder value,
                provide access to capital, increase visibility and improve business
                practices to meet the standards of being a public company;
                and


·
            An
                increased number of Nevada corporations successfully entering and
                sustaining participation in the capital markets will create diversified
                economic growth, increase the number of companies that physically
                relocate
                to Nevada, create new jobs and increase revenue for the
                state.





Activities
      of NEDAB include:





·
            Outreach
                to other economic development groups, legislators, regulators, business
                owners, and business and industry
                leaders;


·
            Educational
                Programs for companies seeking to learn about capital markets and
                the
                advantages of domiciling in Nevada as a private or public
                company;


·
            Policy
                Research and Recommendations to make Nevada even more attractive
                as a home
                for companies wanting to participate in capital markets;
                and


·
            Locally-based
                Industry Screening Committees to help identify and screen companies
                that
                are good candidates for participation in the public
                markets.




-14-




We
      have
      significantly increased our public awareness and client base in the State of
      Nevada through the activities of NEDAB. For example, we ran six months of print
      advertisements in the *Nevada Business Journal*geared towards business
      professionals and reinforcing our position as an educational resource as well
      as
      a service provider.  We believe that increased public awareness of our
      educational materials, services and Nevada roots could bring new resources
      and
      create jobs in Nevada as well as assist in turning Nevada into a platform to
      develop capital markets for small business issuers.





Our
      President, CEO and majority shareholder is a Nevada resident. He has a network
      of business contacts who can assist us in creating our public awareness in
      Nevada and assist us in the development of Nevada companies.





Third-Party
      Financing





Although
      we offer a contract that allows a substantial portion of our fees to be paid
      in
      client stock, some growth stage companies that are ready and qualified to enter
      the capital markets are still reluctant to utilize cash in the process that
      could be used to fund their marketing or expansion of their operations. We
      believe that if our clients can obtain third-party project financing, it would
      increase our ability to sign new clients and shorten the amount of time it
      takes
      for us to sign a potential client after we first meet them.





We
      have
      established relationships with state and federal banks for them to offer our
      qualified clients loans up to $250,000. The funds would be used to pay our
      management consulting and compliance services fees and other expenses related
      to
      the client becoming a fully reporting, publicly traded company and entering
      the
      capital markets. We are also in talks with a national bank to expand the project
      financing to include 48-hour approval on loans up to $100,000 and to provide
      loans up to $2 million for equipment, acquisitions, commercial real estate
      and
      other capital expenditures.





While
      this type of financing traditionally has been applied to property purchases,
      such as vehicles, equipment and real estate, it may work when applied creatively
      to the services industry.





Client
      Progress Reports or Requests for Payment





We
      have
      been exploring ways to convey to each of our preexisting and new clients the
      value of the management consulting services that we provide to them in terms
      of
      estimated hours at our hourly rates throughout the entire process for them
      to
      become fully reporting, publicly traded companies. We have developed a list
      of
      tasks that reflect the activities that we typically perform during an engagement
      for each milestone on which we generate revenue from management consulting
      services. As discussed in more detail below, we are in the process of reviewing
      each client engagement to date to determine what we would have charged (in
      the
      case of performing clients) or what we may seek to recover (for slow performing
      or inactive clients) for our services on an hourly basis. We have decided to
      present this information in the form of a progress report for a performing
      client and a request for payment for a slow-performing or inactive
      client.





We
      began
      a project of reviewing our client contracts (some of which we had entered into
      as far back as 2004) to assess the value of management consulting services
      that
      we have provided on each engagement in terms of estimated hours at our hourly
      rates. The review consists of identifying the last milestone reached by each
      client, reviewing our files for each client, and reviewing each client’s
      intranet and email communications between us and the client as well as various
      consultants that provided services to the client. During the review, we document
      the work, both within and outside of the scope of each engagement, in terms
      of
      estimated hours that we performed for the client. We initially based our
      estimates on a study that we conducted several years ago to assess the number
      of
      hours that it took to complete each milestone; however, in most cases, we
      determined that it was necessary to adjust that estimate upwards due to
      specifically identified delays related to a particular engagement and general
      changes in the statutory, regulatory and accounting environment that have
      occurred since the date of our study. As a result, we have determined that
      it
      takes approximately 1,600 hours, rather than 1,100 hours to complete a
      management consulting services engagement.




-15-




We
      use
      the documentation to provide our performing clients with a progress report
      showing their current status in the process of becoming a fully reporting,
      publicly traded company and the value of our services as of the date of the
      report. In performing our reviews, we discovered that we had provided management
      consulting services with an estimated value of several hundreds of thousands
      of
      dollars on certain client engagements which we consider as slow performing
      or
      inactive. We have received a limited amount of cash from these engagements
      and
      hold (or are owed) shares of their common stock. These shares have become (or
      would be) worthless to us since our business model is driven by clients that
      have made it through the process of becoming fully reporting, publicly traded
      companies. We are using the documentation to provide our slow-performing and
      inactive clients with a request for payment for the value of our services and/or
      accelerate their active engagement in completing the milestones.





Providing
      progress reports and requests for payment is an ongoing process. We hope that
      the progress reports will keep our performing clients focused on their efforts
      to become fully reporting, publicly traded companies and that the requests
      for
      payment will reengage our slow-performing and inactive clients or serve as
      a
      basis for us to collect from or negotiate a settlement with them. However,
      there
      can be no assurance that we will achieve any of these results. As of the filing
      of this report, one of our clients refocused on the process of becoming publicly
      traded and renegotiated with us for six months of regulatory compliance
      services. In addition, we and one of our inactive clients have agreed to terms
      in principal regarding a settlement and mutual release where the client would
      pay us cash for services that they received from us.





Revenue
      Recognition





We
      have
      experienced delays in recognizing revenue from our contracts for management
      consulting services. Whether or not we meet the milestones for recognizing
      such
      revenue is dependent on the time it takes for our clients to make it through
      the
      process of becoming fully reporting, publicly traded companies. Our clients
      face
      obstacles in undertaking this process. The primary obstacles which they face
      relate to their ability to provide suitable non-financial statement information
      and financial statement information. In addition, some of our clients have
      experienced delays in reorganizing or restructuring their organizations to
      suit
      that of a public company and others have run out of financial resources due
      to
      unexpected events including the delays themselves.





Oftentimes
      the small, privately held companies that we service do not have personnel with
      the skills necessary to prepare audited financial statements suitable for filing
      with the SEC. Even when these companies have audited financial statements,
      generally, the financial statements do not comply with SEC regulations and/or
      the audit was not performed by an accounting firm that is registered with the
      PCAOB. The SEC has specific regulations that govern the form and content of
      and
      requirements for financial statements required to be filed with the SEC. The
      Sarbanes-Oxley Act of 2002 prohibits accounting firms that are not registered
      with the PCAOB from preparing or issuing audit reports on U.S. public companies
      and from participating in such audits. It is imperative that our clients’
financial statements comply with SEC regulations and that they be audited by
      an
      accounting firm registered with PCAOB. In addition to audited financial
      statements, in certain circumstances, SEC regulations also require our clients
      to file unaudited interim financial statements that have been reviewed by the
      clients’ PCAOB registered independent auditor. As discussed above, our clients
      have faced obstacles in preparing their financial statements.





During
      fiscal 2007, we continued to use audit coordinators in our business model to
      assist our clients in preparing their financial statements in compliance with
      SEC regulations. In many cases, we mandate that our clients engage an audit
      coordinator as a condition to contracting with us. Initially, an audit
      coordinator will interview a client’s personnel, accounting systems and
      methodology, and financial records to determine their proficiency and level
      of
      adherence to accounting standards. If a client does not have suitable personnel,
      the audit coordinator will recommend early in the process that the client hire
      someone internally who can fulfill the client’s accounting function. Audit
      coordinators also serve as a liaison between the client and their independent
      auditor during the audit or financial statement review process. Audit
      coordinators teach our clients how to accumulate and communicate financial
      information within their organizations’ and record, process, summarize and
      report their financial information within the time periods specified by the
      SEC.




-16-




Technology





We
      are
      leading by example and pioneering the use of technology to manage our
      decentralized, virtual operational infrastructure under a program that we call
      Always-On ManagementTM. The program addresses the challenges of using technology
      to manage a geographically disbursed team.  While many of these
      technologies have been available for several years, the management practices
      around their use are typically not mature in small businesses like us outside
      of
      the technology industry. We believe that our use of these technologies allows
      us
      to better serve our clients and improve operational efficiency and
      profitability. We hope that our efforts will create publicity for us and provide
      additional management consulting services opportunities for us.





We
      aim to
      implement a web-based system for project planning and time tracking.  As
      discussed above under the heading “Client Progress Reports or Requests for
      Payment”, we are placing more importance on keeping track of time allocation on
      client engagements in order to fully realize revenue for additional services
      provided to clients beyond the scope of our basic engagement.  We expect
      that a web-based system will support our ongoing process of improving
      operational efficiency and profitability.  The web-based interface will
      allow us and the professional service providers who serve our clients to track
      our time on client engagements. We also aim to integrate the system with our
      accounting system which we expect will accelerate our accounts receivable
      process for additional services which we can bill by the hour.





**Results
      of Operations For The Year Ended September 30, 2007 Compared to the Year Ended
      September 30, 2006**





During
      fiscal 2007, we continued to focus on strategic initiatives relating to our
      business model, which included but are not limited to: expanding merit based
      compensation for our executive officers and other independent contractors,
      focusing on attracting better quality clients with larger annual revenue,
      improving the screening of new clients, revising our management consulting
      and
      regulatory compliance services contracts, evaluating new potential opportunities
      to provide these services, and continuing with the reevaluation of our client
      base with a renewed focus on their ability to become public companies. Now
      we
      generally require potential clients to have at least $1 million in current
      annual revenue and high double-digit sales growth before we will enter an
      engagement with them. As a result, our newer client engagements are potentially
      more valuable, and we anticipate that they will have higher contract completion
      success rates; however, the frequency of newly signed contracts has decreased
      as
      a result of stricter screening criteria. We continue to use audit coordinators
      to assist our clients in preparing their financial statements which they need
      to
      reach milestones.


Our
        revenue decreased $925,199, or 51%, to $888,136 for fiscal 2007, as compared
        to
        $1,813,335 for fiscal 2006. We generated most of our revenue from management
        consulting services. We accept restricted shares of common stock of our clients
        as the predominate portion of our fee for services. Historically, we have
        valued
        the shares at the price per share of contemporaneous sales of common stock
        by
        our clients to unrelated third parties, classified the shares as non-marketable
        securities, credited deferred revenue in an equal amount and recognized revenue
        related to the shares under our revenue recognition policy, discussed above
        under the heading “How We Generate Revenue”, “ *Management
        Consulting Services* ”.
        During
        the audit of fiscal 2007, we considered whether, in light of the changes
        in our
        business (discussed above under the heading “Known Trends, Events and
        Uncertainties”, “Valuation of Non-marketable Securities”), the clients’ sales of
        shares at the first revenue recognition milestone was high enough in quantity
        compared to the number of shares we own at that time for us to use the
        third-party sales price to value our shares. When the clients’ third party stock
        sales at the first milestone are not representative of the fair value of
        these
        shares, we will either obtain a third-party valuation of the stock or record
        the
        expected net realizable value of shares based on our historical business
        activity. When neither of these are available, the stock is recorded at $-0-.
        We
        determined that the fair values of an aggregate of 5,500,000 shares of
        non-marketable securities of various clients were not supportable based on
        the
        third-party sales price because the number of shares we owned was significantly
        greater than the number of shares sold at that time. Accordingly, we recorded
        an
        impairment of $2,723,480 related to these securities. As a result, we are
        not
        recognizing revenue related to the shares of certain clients’ common stock,
        which is the primary reason for our decrease in revenue for fiscal
        2007.





General
      and administrative expense increased $530,782, or 36%, to $1,991,233 for fiscal
      2007, as compared to $1,460,451 for fiscal 2006. The increase in general and
      administrative expense was primarily due to an increase in marketing and
      promotions related to our efforts in Nevada and an increase in officer expenses
      related to shares of our common stock that we issued to our executive
      officers.




-17-




Bad
      debt
      expense decreased $97,493, or 48%, to $107,527 for fiscal 2007, as compared
      to
      $205,020 for fiscal 2006. During fiscal 2007, we further evaluated our client
      base with a focus on their ability to make it through the process of becoming
      fully reporting, publicly traded companies, and, as a result, we determined
      that
      certain cash and stock receivables were uncollectible.





Depreciation
      and amortization expenses decreased $12,436, or 29%, to $30,165 for fiscal
      2007,
      as compared to $42,601 for fiscal 2006. The decrease in depreciation and
      amortization was primarily a result of having certain capitalized website costs
      becoming fully depreciated.




Total
      operating expenses increased $420,853, or 25%, to $2,128,925 for fiscal 2007,
      as
      compared to $1,708,072 for fiscal 2006. The increase in total operating expenses
      was primarily attributable to the increase in general and administrative expense
      and bad debt expense.





Interest
      expense increased to $65,887 for fiscal 2007, as compared to $29,466 for fiscal
      2006. The increase in interest expense was due to higher levels of debt. During
      fiscal 2007, Stephen Brock, our President, CEO and a director, loaned us
      $300,000 which bore interest at a rate of 12% per year.





Interest
      income increased to $1,827 for fiscal 2007, as compared to interest income
      of
      $31 for fiscal 2006. The increase in interest income was due to higher levels
      of
      cash on hand.





We
      had an
      impairment of non marketable securities of $305,270 in fiscal 2007 compared
      to
      $0 in fiscal 2006. During the audit of fiscal 2007, we determined that the
      fair
      values of several non-marketable securities were not supportable and recognized
      impairment related to these securities.





Realized
      loss on sale of marketable securities increased to $103,723 in fiscal 2007
      from
      $39,644 for fiscal 2006. The increase in realized loss on sale of marketable
      securities was due to the net declines in the market values of marketable
      securities that we sold.





Unrealized
      loss on marketable securities increased $71,326, or 13%, to $635,656 for fiscal
      2007, as compared to $564,330 for fiscal 2006. The increase in unrealized loss
      on marketable securities was primarily due to net declines in the market values
      of marketable securities we held on to.





We
      recorded a full valuation allowance against deferred tax assets for fiscal
      2007
      and fiscal 2006 because management believes it is more likely than not that
      deferred tax assets will not be realized.





We
      had a
      net loss of $2,349,498 (and loss per share of $0.09) for fiscal 2007, as
      compared to $528,146 (and loss per share of $0.02) for fiscal 2006. The increase
      in the net loss was primarily attributable a decrease in revenue and increases
      in total operating expenses, interest expense, realized loss on sale of
      marketable securities and unrealized loss on marketable securities.





We
      had an
      accumulated deficit of $3,800,611 and total stockholders’ equity of $89,571 as
      of September 30, 2007.





**Liquidity
      and Capital Resources**





We
      had
      total current assets of $1,017,040 as of September 30, 2007, which consisted
      of
      cash of $18,166, net accounts receivable of $16,887 and marketable securities
      of
      $981,987.





We
      had
      total current liabilities of $2,006,642 as of September 30, 2007, which
      consisted of deferred revenues of $1,099,967, accounts payable and accrued
      expenses to related parties of $459,717, accounts payable and accrued expenses
      of $385,244, bank lines of credit of $38,281 and current portion of installment
      notes payable of $23,433.




-18-




We
      had
      negative working capital of $989,602 as of September 30, 2007. The ratio of
      current assets to current liabilities was 51% as of September 30,
      2007.





The
      underlying driver which impacts our working capital is having clients that
      have
      made it through the process of becoming fully reporting, publicly traded
      companies and developed markets for their securities. Rather than charging
      clients cash payments at $425 per hour, we offer them contracts with a fee
      structure consisting primarily of the client’s stock and 19% to 22% cash. We are
      currently using cash collected from clients, sales of our client securities
      and
      net cash payments from Stephen Brock, our President, CEO, majority shareholder
      and a director, to cover our overhead.





Having
      clients that have made it through the process of becoming publicly traded also
      drives our ability to generate cash flows from operations. Until a client
      becomes a publicly traded company, there is no market for the shares of our
      clients’ common stock which we receive in lieu of cash payments for our
      services. There is no assurance that a market will develop for these securities
      and, even if markets do develop, those markets will most likely be illiquid
      and
      highly volatile. See “Risk Factors”, below.





The
      majority of our potential value is in the common stock we own of our clients.
      These shares are divided on our balance sheet into marketable securities (a
      current asset) and non-marketable securities. Until such time as our clients’
common stock becomes publicly traded and there is evidence of a market in those
      securities to sustain sales of the shares that we hold, we classify
      non-marketable securities as a long-term asset; however, we classify deferred
      revenue associated with our contracts as a current liability. As a result,
      the
      common stock of any particular client will have a negative effect on our working
      capital until such time as the client becomes a fully reporting, publicly traded
      company and there is evidence that we could sell our shares in the market.
      Classifying non marketable securities as a long-term asset and deferred revenue
      as a current liability creates less working capital and a lower ratio of current
      assets to current liabilities than what they otherwise would be if deferred
      revenue was classified as a long-term liability. As our current clients reach
      milestones, we would recognize revenue and offset deferred revenues, which
      balance was $1,099,967 as of September 30, 2007. As our clients become fully
      reporting, publicly traded companies and there is a market in which we could
      sell our shares, non-marketable securities, which balance was $1,032,628 as
      of
      September 30, 2007, would become marketable securities. Both of these results
      would have a significant positive impact on our working capital; however, new
      client contracts would create additional non-marketable securities and deferred
      revenues which would offset such positive effect.


Historically,
        we have valued the shares of common stock that we received from clients at
        the
        price per share of contemporaneous sales of common stock by our clients to
        unrelated third parties which occurred at our first revenue recognition
        milestone, classified the shares as non-marketable securities, credited deferred
        revenue in an equal amount and recognized revenue related to the shares under
        our revenue recognition policy. We impaired the shares to zero when evidence
        suggested that the client would not move forward in the process to become
        a
        fully reporting, publicly traded company. During the audit of fiscal 2007,
        we
        considered whether, in light of the changes in our business (discussed above
        under the heading “Known
        Trends, Events and Uncertainties”, “Valuation of Non-marketable
        Securities”) ,
        the
        clients’ sales of shares at the first revenue recognition milestone was high
        enough in quantity compared to the number of shares we own at that time for
        us
        to use the third-party sales price to value our shares. When the clients’ third
        party stock sales at the first milestone are not representative of the fair
        value of these shares, we will either obtain a third-party valuation of the
        stock or record the expected net realizable value of shares based on our
        historical business activity. When neither of these are available, the stock
        is
        recorded at $-0-. We
        determined that the fair values of an aggregate of 5,500,000 shares of
        non-marketable securities of various clients were not supportable and recognized
        impairment of $2,723,480 related to these securities. These clients are still
        actively engaged in the process and have sold shares to unrelated third parties
        at prices ranging from $0.50 per share to $4.00 per share in relatively small
        offerings; therefore, the shares are recorded at $-0- on our balance sheet.
        See
“Known Trends, Events and Uncertainties”, “Valuation of Non-marketable
        Securities” for a complete discussion on how we will value the
        shares.


We
      also
      hold 10,001,230 shares of common stock of various clients that we impaired
      to
      zero under our former policy because evidence suggested that they would not
      move
      forward in the process to become fully reporting, publicly traded companies.
      We
      are trying to reengage them in the process, but there can be no assurance.
      We
      also hold 7,441,002 shares of marketable securities valued at $981,987 as of
      September 30, 2007, which are reflected on our balance sheet.





-19-




During
      fiscal 2007, net cash increased $7,123; consisting of $771,988 provided by
      financing activities which was partially offset by $759,671 used in operating
      activities and $5,194 used in investing activities.





Net
      cash
      used in operating activities was $759,671 for fiscal 2007, consisting of net
      loss of $2,306,198 an increase in deferred revenue of $414,772 and a decrease
      in
      accounts and stock receivable of $94,673 which were offset by adjustments for
      depreciation and amortization of $30,165, bad debt expense of $107,527 and
      shares issued for services of $468,209, decreases in marketable and non
      marketable securities of $160,385 and other assets of $6,428, and increases
      in
      accounts payable and accrued expenses to outside parties and related parties
      of
      $258,209 and $238,805, respectively.





Net
      cash
      used in investing activities was $5,194 for fiscal 2007, which related to the
      purchase of fixed assets.





Net
      cash
      provided by financing activities was $771,988 for fiscal 2007, consisting of
      proceeds from related party advances of $1,197,224 by Stephen Brock, our
      President, CEO, majority shareholder and a director and a decrease in net
      payments on bank line of credit of $618 which were offset by repayments of
      advances of $397,991 to Mr. Brock and payments on installment notes payable
      of
      $27,863.





We
      believe that we can meet our cash requirements during the next twelve months
      from sales of marketable securities, new clients, client milestone cash payments
      due, and certain capital raising efforts being undertaken. Further, in the
      past,
      Stephen Brock has provided personal capital funding to us. Mr. Brock has
      expressed his intent to continue to support our operations with additional
      funds
      in the event other outside funding sources or sales of marketable securities
      do
      not provide sufficient funds during the next twelve months; provided, however,
      that Mr. Brock is financially able to do so, of which there can be no assurance.
      During fiscal 2007, we began requiring potential clients generally to have
      at
      least $1 million in current annual revenue and high double-digit sales growth
      before we will enter an engagement with them. We believe that these clients
      have
      a better chance of becoming public companies and developing markets for their
      common stock. We continued our efforts to collect cash payments owed to us
      from
      clients who we believe have breached our agreements. See the discussion under
      the heading “Client Progress Reports or Requests for Payment”, discussed above.
      We plan to continue these efforts during the next twelve months. We are also
      considering an attempt to raise additional debt or equity capital from third
      parties. We do not have any firm commitments or other identified sources of
      additional capital from third parties or from our officers including Mr. Brock
      or from shareholders.





**Critical
      Accounting Policies**





Our
      discussion and analysis of our financial condition and results of operations
      is
      based upon our financial statements, which have been prepared in accordance
      with
      accounting principals generally accepted in the United States. The preparation
      of these financial statements requires us to make estimates and judgments that
      affect the reported amounts of assets, liabilities, revenues and expenses,
      and
      related disclosure of any contingent assets and liabilities. On an on-going
      basis, we evaluate our estimates. We base our estimates on various assumptions
      that we believe to be reasonable under the circumstances, the results of which
      form the basis for making judgments about carrying values of assets and
      liabilities that are not readily apparent from other sources. Actual results
      may
      differ from these estimates under different assumptions or
      conditions.





We
      believe the following critical accounting policies affect our more significant
      judgments and estimates used in the preparation of our financial
      statements:





-20-




*Revenue
      Recognition.* Revenue
      is recognized when the earning process is complete and the risks and rewards
      of
      ownership have transferred to the customer, which is generally considered to
      have occurred upon performance of the services provided. Providing management
      consulting services may take several months. Effective with the second quarter
      ended March 31, 2005, we adopted a revenue recognition policy for management
      consulting services that we provide under the PCMC RoadmapTM based on the value
      received by our clients at measurable milestones in the public reporting
      process. We concluded that the relative values of our consulting services for
      each of the milestones are as follows: (i) initial analysis of client’s business
      and operations and private round of initial financing from up to ten investors
      (20%), (ii) client’s preparation of a second round of financing in the form of a
      private placement memorandum or a registration statement for filing with the
      SEC
      (20%), (iii) effectiveness of client’s registration statement (25%) and (iv)
      client’s qualification for quotation on the OTCBB or listing on a securities
      market or exchange (35%). During fiscal 2007, some of our clients expressed
      a
      need for immediate, seed-type capital from one to three potential investors
      prior to conducting the private offering of initial financing from up to ten
      investors. We identified this as a measurable milestone the public reporting
      process. We estimated that the value of the services we provide for this purpose
      is approximately 10% of the total contract. Accordingly, effective October
      1,
      2007, we revised our revenue recognition policy to bifurcate the first milestone
      in the event we provide management consulting services to a client under the
      PCMC RoadmapTM to raise seed-type capital, otherwise we continue to recognize the
      full 20% for the first milestone after we perform services for the private
      round
      of initial financing from up to ten investors. Revenues are not recognized
      for
      the value of securities received as payment for services when there is no public
      trading market and there have been no recent private sales of the
      security.





If
      we
      find that the relative amount of man hours and other expenditures required
      by us
      has materially changed for one or more of the milestones and that this change
      is
      of such a nature that it would likely also be incurred by our competitors in
      the
      marketplace or would change the relative value received by the clients for
      that
      milestone, it could warrant changing the percentages prospectively. As of the
      period covered by this report, we had deferred revenues of $1,099,967, which
      were subject to changes in the percentage revenue earned for the remaining
      milestones.





*Valuation
      of marketable securities.* Marketable
      securities are classified as trading securities, which are
      carried at their fair value based upon quoted market prices of those securities
      at each period-end .
      Accordingly, net realized and unrealized gains and losses on trading securities
      are included in net income. The marketable securities that we hold are traded
      on
      the OTCBB. The market price for these securities is subject to wide fluctuations
      from period to period which may cause fluctuations in our net
      income.


*Valuation
        of non-marketable securities* .
        Non-marketable securities are not publicly traded and therefore do not have
        a
        readily determinable fair value. Non-marketable securities are reflected
        on our
        balance sheet at historical cost. As of September 30, 2007, we had
        non-marketable securities valued at $1,032,628 as a result of third party
        private sales of common stock by one of our clients at $0.20 per share and
        another client at $0.70 per share. As
        our
        clients become fully reporting, publicly traded companies and there is evidence
        of a market in those securities to sustain sales of the shares that we hold,
        non-marketable securities would become marketable securities which are carried
        at their fair value based upon quoted market prices of those securities at
        each
        period-end. During the audit of fiscal 2007, we considered whether, in light
        of
        the changes in our business (discussed above under the heading “Known Trends,
        Events and Uncertainties”, “Valuation of Non-marketable Securities”), the
        clients’ sales of shares at the first revenue recognition milestone was high
        enough in quantity compared to the number of shares we own at that time for
        us
        to use the third-party sales price to value our shares. When the clients’ third
        party stock sales at the first milestone are not representative of the fair
        value of these shares, we will either obtain a third-party valuation of the
        stock or record the expected net realizable value of shares based on our
        historical business activity. When neither of these are available, the stock
        is
        recorded at $-0-. During the audit of fiscal 2007, we determined that the
        fair
        values of an aggregate of 5,500,000 shares of non-marketable securities of
        various clients were not supportable based on the third-party sales price
        because the number of shares we owned was significantly greater than the
        number
        of shares sold at that time. Accordingly, we recorded impairment of $2,723,480
        related to these securities. Due
        to
        the uncertainty inherent in valuing securities that are not publicly traded,
        our
        determinations of fair value of non-marketable securities may differ
        significantly from the values that would exist if a ready market for these
        securities existed; therefore, t he
        value
        of securities we hold as non-marketable securities could be significantly
        different than their value as marketable securities.




-21-





**Risk
      Factors**





**Risks
      Related to Our Business**





***A
      significant portion of our revenue and earnings consist of securities that
      are
      not freely transferable.***





We
      accept
      the predominate portion of our fee for management consulting and compliance
      services in the form of shares of our clients’ common stock which do not have a
      market. We accept this as a form of payment because our clients are small
      privately held businesses that do not otherwise have the cash to pay for our
      services at the customary rate of $425 per hour. There is no assurance that
      a
      market will develop for these securities or, if one does develop, that it would
      be characterized by liquidity and stability. In addition, such securities are
      “restricted securities” as that term is defined in Rule 144 under the Securities
      Act of 1933 and are not freely transferable without registration or an exemption
      from registration. We may be unable to sell or distribute such securities at
      the
      times we would like if at all.





***A
      significant portion of our assets consists of stock issued by small, unproven
      issuers.***





Our
      clients are primarily small companies and are subject to all of the risks of
      small businesses. They frequently depend
      on
      the management talents and efforts of one person or a small group of persons
      for
      their success, and the death, disability or resignation of one or more of these
      persons could have a material adverse impact on our clients and their ability
      to
      become public companies. In addition, small businesses often have narrower
      product lines and smaller market shares than their competition. Such companies
      may also experience substantial variations in operating results. These companies
      may be more vulnerable to customer preferences, market conditions or economic
      downturns. We rely on the diligence of our management team to obtain information
      and asses the suitability of potential clients to make it through the process
      of
      becoming fully reporting, publicly traded companies. Our management team,
      however, cannot eliminate the risk that our clients may be unable to make it
      through the process or pay our fees or the risk that the securities we receive
      may have no value when we are able to dispose of them.





***Registration
      of securities and clearance for quotation are subject to delays and other
      factors that are beyond our control.***





Our
      services relate primarily to advice and consulting relating to the registration
      of securities for self-distribution by our clients and admission of our client’s
      securities to trading on a public market and our revenue and cash flow from
      operations is contingent upon these events. Registration of securities is
      subject to review and approval by the SEC and clearance for securities to be
      quoted and traded is subject to review and approval by the NASD. Such review
      and
      approval may result in delays that could adversely affect the recognition of
      revenue from management consulting services or cash flows from the sale of
      marketable securities.





***Valuation
      of privately held common stock is subject to
      uncertainty.***





The
      shares of common stock of clients that we receive for our services are valued
      using a fair value determination made in good faith in accordance with our
      established guidelines. Historically, the fair value of the common stock was
      based on contemporaneous third-party private sales. These sales ranged from
      $0.20 to $0.70 per share. These prices are arbitrarily determined by our
      clients’ management and bear no relationship to our clients’ assets, earnings or
      book value, or any other objective standard of value. Due to the uncertainty
      inherent in valuing securities that are not publicly traded, our determinations
      of fair value may differ significantly from the values that would exist if
      a
      ready market for these securities existed. The value of securities we hold
      as
      non-marketable securities could be significantly different than their value
      as
      marketable securities.





During
      fiscal 2007, we considered whether, in light of the changes in our business,
      the
      clients' sales of shares at the first revenue recognition milestone was high
      enough in quantity compared to the number of shares we own at that time for
      us
      to use the third-party sales price to value our shares. When the clients'
      third-party stock sales at the first milestone are not representative of
      the fair value of these shares, we will either obtain a third-party valuation
      of
      the stock or record the expected net realizable value of shares based on our
      historical business activity. When neither of these are available, the stock
      is
      recorded at $-0-. See the discussion under the heading “Known Trends, Events and
      Uncertainties,” “Valuation of Non-marketable Securities.”





-22-




***We
      depend on the personal efforts of our executive management
      team.***





Our
      success depends upon the personal efforts of Mr. Stephen Brock, our President
      and CEO, Trae O'Neil High our Chief Legal Officer (or CLO), Treasurer and CFO
      and Kipley J. Lytel, our Secretary and COO. We have
      entered into one-year agreements with Messrs. High and Lytel; however, these
      agreements generally may be terminated by them upon thirty days’ written notice.
      We have not obtained any key man life insurance relating to our executive
      officers. If we lose their services, such loss could have a material adverse
      effect on our business and the results of operations and/or financial condition.
      In addition, the absence of any one of them will force us to seek a replacement
      who may have less experience or who may not understand our business as well
      as,
      or we may not be able to find a suitable replacement.





***We
      may be required to register as an Investment Company under the Investment
      Company Act of 1940.***





We
      believe that we are primarily engaged in the business of providing management
      consulting and compliance services and that our acquisition and ownership of
      restricted securities of our clients is an incidental and necessary result
      of
      our business operations. We have entered into discussions with the staff of
      the
      SEC and are exploring ways to hold and dispose of client securities in a manner
      consistent with our business needs and the concerns of the staff. If the SEC
      determines that we are an investment company, we would be required to register
      under the Investment Company Act of 1940 (the “1940 Act”) and would become
      subject to regulatory provisions that are generally considered to be
      inconsistent with the conduct of a non-investment company business. These
      include requirements as to the composition of our board of directors,
      prohibitions on our transactions with directors, officers and controlling
      stockholders and limitations on the kinds of securities we may issue and the
      prices at which and manner in which we may sell or repurchase them. There can
      be
      no assurance that the SEC will not require us to register under the 1940 Act,
      or, if we are required to do so, that we will be able to complete the
      registration process in a timely manner, if at all, or at an acceptable
      cost.





**Risk
      Related To Ownership of Our Common Stock**





***The
      trading price for our common stock has been and may continue to be volatile.***





The
      trading price of our common stock has been volatile since it began trading
      and
      will likely continue to be volatile. The trading price of our common stock
      may
      fluctuate widely in response to various factors, some of which are beyond our
      control. These factors include:





·
            Quarterly
                variations in our results of operations or those of our
                competitors;


·
            Announcements
                by us or others about our business, development, significant contracts
                or
                results of operations or other
                matters;


·
            The
                volume of shares of common stock available for public
                sale;


·
            Sales
                of stock by our stockholders;


·
            Short
                sales, hedging and other derivative transactions on shares of our
                common
                stock; and


·
            General
                economic conditions and slow or negative growth of related
                markets





In
      addition, the stock market in general, and the market for management consulting
      services firms in particular, have experienced extreme price and volume
      fluctuations that have often been unrelated or disproportionate to the operating
      performance of those companies. These broad market and industry factors may
      seriously harm the market price of our common stock, regardless of our actual
      operating performance. In the past, following periods of volatility in the
      overall market and the market price of a company’s securities, securities class
      action litigation has often been instituted against these companies. This
      litigation, if instituted against us, could result in substantial costs and
      a
      diversion of our management’s attention and resources.





-23-




***Because
      our common stock is considered a penny stock, any investment in our common
      stock
      is considered a high-risk investment and is subject to restrictions on
      marketability; you may be unable to sell your shares.***





Our
      common stock is subject to the penny stock rules adopted by the SEC that require
      brokers to provide extensive disclosure to their customers prior to executing
      trades in penny stocks. These disclosure requirements may cause a reduction
      in
      the trading activity of our common stock, which in all likelihood would make
      it
      difficult for our shareholders to sell their securities.





***We
      do not anticipate dividends to be paid on our common stock and investors may
      lose the entire amount of their investment.***




A
      dividend has never been declared or paid in cash on our common stock and we
      do
      not anticipate such a declaration or payment for the foreseeable future. We
      expect to use future earnings, if any, to fund business growth. Therefore,
      stockholders will not receive any funds absent a sale of their shares. We cannot
      assure stockholders of a positive return on their investment when they sell
      their shares nor can we assure that stockholders will not lose the entire amount
      of their investment.





***Our
      President and CEO owns a majority of the voting power of our common stock which
      will limit your ability to influence corporate
      matters.***





Mr.
      Stephen Brock is our President and CEO and a director. He beneficially owns
      67.3% of the voting power of our outstanding common stock. As a result, he
      effectively controls all matters requiring director and stockholder approval,
      including the election of directors and the approval of significant corporate
      transactions, such as mergers and related party transaction. He also has the
      ability to block, by his ownership of our stock, an unsolicited tender offer.
      Mr. Brock’s control limits your ability to influence corporate matters and, as a
      result, we may take actions that our stockholders do not view as beneficial.
      Mr.
      Brock’s interests may conflict with or be adverse to the interests of our other
      stockholders. Since Mr. Brock beneficially owns more than a majority of the
      voting power of all issued and outstanding shares of our stock, the other
      stockholders will not be able to remove or replace Mr. Brock, elect directors
      or
      officers, or cause us to engage in any transactions without his consent even
      if
      they believe that it is in our best interests to do so. As a result of these
      factors, the market price of our common stock could be adversely
      affected.




-24-





**Item
          7.** **Financial
          Statements.**





REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To
      the
      Board of Directors and Stockholders


Public
      Company Management Corporation


Las
      Vegas, Nevada





We
      have
      audited the accompanying consolidated balance sheets of Public Company
      Management Corporation (PCMC) as of September 30, 2007 and 2006, and the related
      consolidated statements of operations, stockholders’ equity and cash flows for
      the years then ended. These financial statements are the responsibility of
      PCMC’s management. Our responsibility is to express an opinion on these
      financial statements based on our audits.





We
      conducted our audits in accordance with standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform each audit to obtain reasonable assurance about whether the
      financial statements are free of material misstatement. An audit includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements. An audit also includes assessing the accounting
      principles used and significant estimates made by management, as well as
      evaluating the overall financial statement presentation. We believe that our
      audits provide a reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of PCMC as of September 30, 2007
      and
      2006 and the results of its operations and its cash flows for the years then
      ended in conformity with accounting principles generally accepted in the United
      States of America.





Malone
      & Bailey, PC


www.malone-bailey.com


Houston,
      Texas





December
      19, 2007




-25-





PUBLIC
      COMPANY MANAGEMENT CORPORATION


CONSOLIDATED
      BALANCE SHEETS


September
      30, 2007 and 2006





2007
            
            2006**ASSETS****CURRENT
                ASSETS**Cash
            
            $
            18,166
            
            $
            11,043Accounts
                receivable, net
            
            
            16,887
            
            
            41,741Marketable
                securities
            
            
            981,987
            
            
            933,352Other
                current assets
            
            
            -
            
            
            6,428Total
                current assets
            
            
            1,017,040
            
            
            992,564Receivables
                under contract, net
            
            
            16,500
            
            
            4,500Non-marketable
                securities
            
            
            1,032,628
            
            
            3,965,128Furniture
                and equipment, net
            
            
            39,412
            
            
            52,625Website,
                net
            
            
            -
            
            
            11,758**TOTAL
                ASSETS**
            
            $
            2,105,580
            
            $
            5,026,575**LIABILITIES
                AND STOCKHOLDERS’ EQUITY****CURRENT
                LIABILITIES**Accounts
                payable and accrued expenses
            
            $
            385,244
            
            $
            155,860Accounts
                payable and accrued expenses to related parties
            
            
            459,717
            
            
            248,012Current
                portion of installment notes payable
            
            
            23,433
            
            
            30,347Bank
                line of credit
            
            
            38,281
            
            
            37,663Advances
                from related party
            
            
            -
            
            
            220,424Deferred
                revenues
            
            
            1,099,967
            
            
            3,408,675Total
                current liabilities
            
            
            2,006,642
            
            
            4,100,981**LONG
                TERM LIABILITIES**Long-term
                portions of installment note payable
            
            
            9,367
            
            
            30,316**TOTAL
                LIABILITIES**
            
            
            2,016,009
            
            
            4,131,297Commitments
                and Contingencies
            
            
            -
            
            
            -**SHAREHOLDERS’
                EQUITY**Common
                stock, $.001 par value; 50,000,000 shares authorized, 28,099,316
                and
                23,654,412 shares issued and outstanding, respectively
            
            
            28,099
            
            
            23,654Paid-in-capital
            
            
            3,862,083
            
            
            2,322,737Accumulated
                deficit
            
            
            (3,800,611
            )
            
            (1,451,113
            )TOTAL
                STOCKHOLDERS’ EQUITY
            
            
            89,571
            
            
            895,278**TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY**
            
            $
            2,105,580
            
            $
            5,026,575





The
      accompanying notes are an integral part of these consolidated financial
      statements.




-26-


PUBLIC
      COMPANY MANAGEMENT CORPORATION


CONSOLIDATED
      STATEMENTS OF OPERATIONS





For
                the Years Ended
              September
                30,2007
            
            2006Revenue
            
            $
            888,136
            
            $
            1,813,335General
                and administrative
            
            
            1,991,233
            
            
            1,460,451Bad
                debt expense
            
            
            107,527
            
            
            205,020Depreciation
                and amortization
            
            
            30,165
            
            
            42,601Total
                operating expenses
            
            
            2,128,925
            
            
            1,708,072Net
                income (loss) from operations
            
            
            (1,240,789
            )
            
            105,263Other
                income and (expense)Impairment
                of non-marketable securities
            
            
            (305,270
            )
            
            -Interest
                expense
            
            
            (65,887
            )
            
            (29,466
            )Interest
                income
            
            
            1,827
            
            
            31Realized
                loss on sale of marketable securities
            
            
            (103,723
            )
            
            (39,644
            )Unrealized
                holding loss on marketable securities
            
            
            (635,656
            )
            
            (564,330
            )Total
                other income (expense)
            
            
            (1,108,709
            )
            
            (633,409
            )NET
                LOSS
            
            $
            (2,349,498
            )
            $
            (528,146
            )Weighted
                average shares outstanding
            
            
            24,949,100
            
            
            23,130,166Basic
                and diluted net loss per share
            
            $
            (0.09
            )
            $
            (0.02
            )





The
      accompanying notes are an integral part of these consolidated financial
      statements.




-27-


PUBLIC
      COMPANY MANAGEMENT CORPORATION


CONSOLIDATED
      STATEMENTS OF CASH FLOWS





For
                the Years Ended
              September
                30,2007
            
            2006Cash
                Flows From Operating ActivitiesNet
                loss
            
            $
            (2,349,498
            )
            $
            (528,146
            )Adjustments
                to reconcile net loss to net cash used in operating activities:Depreciation
                and amortization
            
            
            30,165
            
            
            42,601Bad
                debt expense
            
            
            107,527
            
            
            205,020Stock
                issued for services
            
            
            468,209
            
            
            369,835Changes
                in:Marketable
                and non marketable securities
            
            
            160,385
            
            
            (2,555,695
            )Accounts
                and stock receivable
            
            
            (94,673
            )
            
            155,695Notes
                receivable
            
            
            -
            
            
            56,500Other
                assets
            
            
            6,428
            
            
            (7
            )Accounts
                payable and accrued expenses
            
            
            258,209
            
            
            (57,338
            )Accrued
                expenses to related parties
            
            
            238,805
            
            
            248,012Deferred
                revenue
            
            
            414,772
            
            
            1,928,475Net
                Cash Used in Operating Activities
            
            
            (759,671
            )
            
            (135,048
            )Cash
                Flows From Investing ActivitiesPurchase
                of furniture and equipment
            
            
            (5,194
            )
            
            -Cash
                Flows From Financing ActivitiesNet
                payments on bank line of credit
            
            
            618
            
            
            (2,038
            )Payments
                on installment notes payable
            
            
            (27,863
            )
            
            (28,156
            )Repayment
                of advances from related party
            
            
            (397,991
            )
            
            -Advances
                from related party
            
            
            1,197,224
            
            
            136,224Net
                Cash Provided by Financing Activities
            
            
            771,988
            
            
            106,030Net
                decrease in cash
            
            
            7,123
            
            
            (29,018
            )Cash
                at beginning of period
            
            
            11,043
            
            
            40,061Cash
                at end of period
            
            $
            18,166
            
            $
            11,043Cash
                paid during the year for:Interest
            
            $
            65,887
            
            $
            29,466Income
                taxes
            
            
            -
            
            
            -Non-cash
                investing and financing activities:Conversion
                of related party debt with common stock
            
            $
            1,019,657
            
            $
            -Impairment
                of non-marketable securities and deferred revenue
            
            
            2,723,480
            
            
            -Shares
                issued for accrued compensation
            
            
            55,925
            
            
            -





The
      accompanying notes are an integral part of these consolidated financial
      statements.




-28-


PUBLIC
      COMPANY MANAGEMENT CORPORATION


CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS’ EQUITY


For
      the
      Years Ended September 30, 2007 and 2006





COMMON STOCKCOMMON
              SHARES
            
            STOCK
              AMOUNT
            
            PAID
              IN
              CAPITAL
            
            ACCUMULATED
              DEFICIT
            
            TOTALSBalance
                at September 30, 2005
            
            
            22,553,171
            
            $
            22,553
            
            $
            1,954,003
            
            $
            (922,967
            )
            $
            1,053,589Stock
                issued for services
            
            
            1,101,241
            
            
            1,101
            
            
            368,734
            
            
            
            
            
            369,835Net
                loss
            
            
            
            
            
            
            
            
            
            
            
            (528,146
            )
            
            (528,146
            )Balance
                at September 30, 2006
            
            
            23,654,412
            
            $
            23,654
            
            $
            2,322,737
            
            $
            (1,451,113
            )
            $
            895,278Stock
                issued for:Services
            
            
            3,231,193
            
            
            3,231
            
            
            464,978
            
            
            
            
            
            468,209Prior
                year accrued compensation
            
            
            194,054
            
            
            194
            
            
            55,731
            
            
            
            
            
            55,925Debt
                conversion-related party
            
            
            1,019,657
            
            
            1,020
            
            
            80,553
            
            
            
            
            
            81,573Deemed
                contribution to capital from gain on related party debt
                conversion
            
            
            
            
            
            
            
            
            938,084
            
            
            
            
            
            938,084Net
                loss
            
            
            
            
            
            
            
            
            
            
            
            (2,349,498
            )
            
            (2,349,498
            )Balance
                at September 30, 2007
            
            
            28,099,316
            
            $
            28,099
            
            $
            3,862,083
            
            $
            (3,800,611
            )
            $
            89,571





The
      accompanying notes are an integral part of these consolidated financial
      statements.




-29-


PUBLIC
      COMPANY MANAGEMENT CORPORATION


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





NOTE
      1 -
      SUMMARY OF ACCOUNTING POLICIES





Public
      Company Management Corporation ("PCMC"), a Nevada corporation, was formed on
      October 26, 2000.  On October 1, 2004, PCMC and its subsidiaries merged
      with a public company, MyOffiz, Inc., in a transaction accounted for as a
      reverse merger. Subsequent to the exchange agreement, MyOffiz obtained 100%
      of
      GPT, changed its fiscal year end from June 30 to September 30, and changed
      its
      name to Public Company Management Corporation.





*Principles
      of consolidation.* All subsidiaries are presented on a consolidated basis.  All intercompany
      transactions have been eliminated.





These
      entities were formed to provide management consulting and regulatory compliance
      services to small businesses seeking to create long-term value by participating
      in public capital markets.  Pubco WhitePapersTM hosts a comprehensive body
      of knowledge on private and public equity markets.  GoPublicTodayTM provides
      consulting services and advice to companies seeking to go public.  Public
      Company Management ServicesTM provides regulatory compliance services and advice
      to new and existing public companies in connection with periodic and other
      reporting to the SEC and corporate governance matters.





*Use
      of Estimates* .
       The preparation of financial statements in conformity with accounting
      principles generally accepted in the United States of America requires
      management to make estimates and assumptions that affect the reported amounts
      of
      assets, liabilities, revenues and expenses, as well as certain financial
      statement disclosures.  While management believes that the estimates and
      assumptions used in the preparation of the financial statements are appropriate,
      actual results could differ from these estimates.





*Cash
      Equivalents.* Highly
      liquid investments with original maturities of three months or less are
      considered cash equivalents.





*Marketable
      Securities.* Marketable
      securities are comprised of equity securities and are classified as trading
      securities, which are carried at their fair value based upon quoted market
      prices of those investments at each period-end.  Accordingly, net realized
      and unrealized gains and losses on trading securities are included in net
      income.





*Non-Marketable
      Securities.* Non-marketable
      securities are comprised of equity securities that do not have a readily
      determinable fair value (i.e. not traded on a quoted exchange). Non-marketable
      securities are accounted for under the cost method.   Historically, PCMC
      has valued the shares of common stock received from new clients at the price
      per
      share of contemporaneous sales of common stock by the client to unrelated third
      parties which occurred at the first revenue recognition milestone (discussed
      below), classified the shares as non-marketable securities, credited deferred
      revenue in an equal amount and recognized revenue related to the shares under
      the revenue recognition policy.





-30-


During
        fiscal 2007, PCMC considered whether, in light of changes in its business,
        the
        clients’ sales of shares at the first revenue recognition milestone was high
        enough in quantity compared to the number of shares PCMC owns at that time
        for
        it to use the third-party sales price to value its shares. When the clients’
third party stock sales at the first milestone are not representative of
        the
        fair value of these shares, PCMC will either obtain a third-party valuation
        of
        the stock or record the expected net realizable value of shares based on
        PCMC’s
        historical business activity. When neither of these are available, the stock
        is
        recorded at -$-0-. PCMC will not assign any value to the shares until such
        time
        as a client has sold a sufficient number of shares to unrelated third parties
        in
        a reasonable period of time relative to the number of shares PCMC receives
        for
        services or such time as PCMC has a sufficient history of selling shares
        for
        cash in the market to use as a basis for valuing new client common
        stock.





During
      fiscal 2007, it was determined that the fair values of several non-marketable
      securities were not supportable. Accordingly, PCMC recorded impairment of
      $2,723,480 related to these securities.





Non-marketable
      securities are periodically reviewed to determine if their value should be
      impaired from their initial issuance based on, but not limited to, subsequent
      third party private sales and liquidity of the underlying client
      company.





*Revenue
      Recognition.* PCMC
      is
      primarily engaged in educating and assisting companies to improve their
      business, management and regulatory compliance processes and ultimately to
      become fully reporting public companies with their securities quoted and traded.
      PCMC’s services assist small, privately held, businesses create long-term value
      for their shareholders and partners by obtaining and maintaining access to
      the
      public capital markets.  PCMC generates revenues primarily from two
      sources:  (a) management consulting services related to assisting small,
      privately held companies with the registration of securities and admission
      of
      securities to trading on the Over the Counter Bulletin Board or other securities
      market, and (b) regulatory compliance services for clients trading on Over
      the
      Counter Bulletin Board or other securities market.





*Consulting
      Revenues.* PCMC
      enters into management consulting services contracts with each of its clients
      and collects a combination of cash and common stock for its services. The value
      of the common stock generally represents the predominate portion of the total
      value of the contract.  The common stock portion of the contract is
      generally due upon signing the contract and the cash portion is due in
      installments immediately prior to the achievement of milestones.




Providing
      management consulting services under the contracts may take several months
      or
      even years. Effective with the second quarter ended March 31, 2005, PCMC adopted
      a revenue recognition policy for management consulting services based on the
      value received by PCMC’s clients at measurable milestones in the public
      reporting process. PCMC concluded that the relative values of its consulting
      services for each of the milestones are as follows: (i) initial due diligence
      of
      client’s business and operations and private round of initial financing to up to
      ten investors (20%), (ii) client’s preparation of a second round of financing in
      the form of a private placement memorandum or a registration statement for
      filing with the United States Securities and Exchange Commission (20%), (iii)
      effectiveness of client’s registration statement (25%) and (iv) client’s
      qualification for quotation on the Over the Counter Bulletin Board or listing
      on
      a securities market or exchange (35%). During fiscal 2007, PCMC clients
      expressed an interest in obtaining immediate, seed-type capital from one to
      three potential investors prior to conducting the private offering of initial
      financing from up to ten investors for which PCMC normally recognizes 20%.
      PCMC
      estimated that the value of the services provided for this purpose is
      approximately 10% of the total contract. Effective October 1, 2007, PCMC revised
      its revenue recognition policy to bifurcate the first milestone in the event
      PCMC also provides management consulting services under contract to a client
      to
      raise seed-type capital from one to three investors otherwise PCMC continues
      to
      recognize 20% for services provided for the first milestone.




-31-




Cash
      and
      common stock received in advance of services are recorded as deferred
      revenues.





Revenues
      are not recognized for the value of securities received as payment for services
      when there is no public trading market and there is no available way to obtain
      the fair value of the shares received.





If
      PCMC
      finds that the relative amount of man hours and other expenditures required
      by
      it has materially changed for one or more of the milestones and that this change
      is of such a nature that it would likely also be incurred by PCMC’s competitors
      in the marketplace or would change the relative value received by PCMC’s clients
      for that milestone, it could warrant changing the percentages
      prospectively.





PCMC
      also
      charges its clients for a broad range of value-added management consulting
      services that it provides on an hourly basis. PCMC may receive payment in the
      form of cash or additional client stock for time delays caused by the client
      or
      additional management consulting services outside of the scope of the contract
      that the client may ask PCMC to perform.





*Compliance
      Revenues.* Under
      the
      terms of the consulting contracts described above, clients are required to
      retain PCMC's compliance services for a one-year period after going public.
       PCMC recognizes compliance revenues when services are performed.





*Accounts
      Receivable* .
       Accounts receivable are stated at the cash amount PCMC expects to collect.
      PCMC maintains allowances for doubtful accounts for estimated losses resulting
      from the inability of its clients to make required payments. Management
      considers the following factors when determining the collectibility of specific
      customer accounts: client credit-worthiness, past transaction history with
      the
      client, and changes in client payment terms. If the financial condition of
      PCMC's clients were to deteriorate, adversely affecting their ability to make
      payments, additional allowances would be required. Based on management's
      assessment, PCMC provides for estimated uncollectible amounts through a charge
      to earnings and a credit to a valuation allowance. Balances that remain
      outstanding after PCMC has used reasonable collection efforts are written off
      through a charge to the valuation allowance and a credit to accounts
      receivable.





-32-




*Stock
      Receivable.* Stock
      receivable represents the value of client common shares owing to PCMC under
      the
      terms of its consulting contracts.  PCMC maintains allowances for doubtful
      accounts for the value of shares it considers uncollectible.





*Capitalized
      website costs* .
       The website capitalized costs consisted of amounts spent on design and
      creation of the graphics and website operation and were amortized on a
      straight-line basis over their estimated useful lives of three years.
 Amounts spent on early conceptualizing, maintenance or content are
      expensed as incurred.  Amortization expense totaled $11,758 and $25,429 in
      fiscal 2007 and 2006, respectively, and all capitalized amounts had been
      amortized as of September 30, 2007.





*Long-lived
      Assets.* Property
      and equipment are stated on the basis of historical cost less accumulated
      depreciation.  Depreciation is provided using the straight-line method over
      the estimated useful lives of the assets.





Impairment
      losses are recorded on long-lived assets used in operations when indicators
      of
      impairment are present and the undiscounted cash flows estimated to be generated
      by those assets are less than the assets' carrying amount.  No impairment
      losses have been recorded since inception.





*Income
      Taxes.* U.S.
      and foreign income tax expense is based on reported earnings before income
      taxes.  Deferred income taxes reflect the impact of temporary differences
      between assets and liabilities recognized for financial reporting purposes
      and
      such amounts recognized for tax purposes, and are measured by applying enacted
      tax rates in effect in years in which the differences are expected to
      reverse.





*Stock
      based compensation.* PCMC
      follows Financial Accounting Standard No. 123R, “Accounting for Stock-Based
      Compensation” established for financial accounting and reporting standards for
      stock-based employee compensation plans. It defines a fair value based method
      of
      accounting for an employee stock option or similar equity instrument. PCMC
      follows EITF 96-18 for stock issued to non-employees for goods or
      services.





*Recent
      Accounting Pronouncements.* PCMC
      does not expect the adoption of recently issued accounting pronouncements to
      have a significant impact on its results of operations, financial position
      or
      cash flow.





NOTE
      2 -
      LIQUIDITY





As
      shown
      in the accompanying financial statements, PCMC incurred losses from operations
      and had negative cash flows from operations during fiscal 2007.
 Additionally, PCMC has experienced delays with some of its clients going
      public, which delays PCMC's ability to realize value from its non-marketable
      equity securities.  Stephen Brock, President, CEO and majority
      shareholder, has historically loaned money to PCMC and has committed to
      continue to loan money to PCMC should PCMC not be able
      to otherwise fund its working capital requirements.




-33-


NOTE
      3 -
      MARKETABLE SECURITIES





Marketable
      securities primarily include securities issued by current or former clients
      valued at market price.





The
      composition of marketable securities, classified as current assets, was as
      follows at September 30, 2007 and 2006:





2007
            
            2006Marketable
                SecuritiesCost
            
            $
            1,601,468
            
            $
            1,126,564Fair
                Value
            
            $
            981,987
            
            $
            933,352





Investment
      losses for fiscal 2007 and 2006 consists of the following:





2007
            
            2006Gross
                realized gains from sales of trading securities
            
            $
            4,390
            
            $
            72Gross
                realized losses from sales of trading securities
            
            
            (108,113
            )
            
            (39,716
            )Net
                unrealized holding losses
            
            
            (635,656
            )
            
            (564,330
            )Net
                investment loss
            
            $
            (739,379
            )
            $
            (603,974
            )




NOTE
      4 -
      PROPERTY AND EQUIPMENT





Property
      and equipment consisted of the following at September 30, 2007 and
      2006:





Estimated
              Useful
                Life
            
            2007
            
            2006Vehicle
            
            
            5
                Years
            
            $
            61,938
            
            $
            61,938Office
                furniture and fixtures
            
            
            7
                years
            
            
            15,086
            
            
            15,086Office
                computers and equipment
            
            
            3
                years
            
            
            27,736
            
            
            22,542Total
                Property and Equipment
            
            
            
            
            
            104,760
            
            
            99,566Less:
                Accumulated Depreciation
            
            
            
            
            
            (65,349
            )
            
            (46,941
            )Net
                Property and Equipment
            
            
            
            
            $
            39,412
            
            $
            52,625





Depreciation
      expense totaled $ 18,407 and
      $ 17,172 for the
      years ended September 30, 2007 and 2006, respectively.




-34-




NOTE
      5 -
      BANK LINE OF CREDIT





As
      of
      September 30, 2007 and 2006, PCMC had the following bank line of
      credit:





Line of
              Credit
              Amount
            
            Outstanding as
              of September
              30,2007
            
            Outstanding as
              of
                September
              30,2006
            
            Interest
              Rate
            
            Due DateWells
                Fargo Bank
            
            $
            40,000
            
            $
            38,281
            
            $
            37,663
            
            
            16.25
            %
            
            On
                Demand




NOTE
      6 -
      NOTE PAYABLE





Long-term
      debt as of September 30, 2007 and 2006 consisted of the following:





2007
            
            2006Note
                payable to Bank of America, with payments of $1,087 per month, bearing
                interest at 10.25% per annum, unsecured. The interest rate and monthly
                payment are subject to change based on changes in the Prime Rate.
                Based on
                the current interest rate, the Note will mature in June
                2009.
            
            $
            20,813
            
            
            31,150Loan
                payable to Infiniti Financial Services, with payments of $1,510 per
                month,
                bearing interest at 2.9% per annum, secured by a company vehicle.
                The loan
                matures in June 2008.
            
            
            11,986
            
            
            29,51332,799
            
            
            60,663Less:
                Current portion
            
            
            23,432
            
            
            30,347Total
                Long-Term Debt
            
            $
            9,367
            
            $
            30,316





Maturities
      of debt over the next two years are as follows:





Twelve
                Months Ending September 30,
            
            Amount2008
            
            $
            23,4322009
            
            
            9,367Total
                Long-Term Debt
            
            $
            32,799




NOTE
      7 -
      INCOME TAXES





PCMC
      had
      deductible net operating losses of approximately $ 1,954,000 at
      September 30, 2007.  These expire 20 years after incurred.
      Components of deferred tax assets and liabilities at September 30, 2007 and
      2006 are as follows:




**2007**
            
            **2006**Deferred
                tax asset-net operating loss carry-forwards
            
            $
            739,000
            
            $
            124,000Valuation
                allowance
            
            
            (739,000
            )
            
            (124,000
            )Net
                deferred tax asset
            
            $
            -
            
            $
            -




PCMC
      has
      recorded a full valuation allowance against its deferred tax asset since it
      believes it is more likely than not that such deferred tax assets will not
      be
      realized.





-35-





NOTE
      8 -
      COMMON STOCK





During
      the year ended September 30, 2007, PCMC issued the following shares for services
      in each quarter.





Quarter
            
            Shares Issued
            
            Price Range of
              Shares
            
            Total Expense
              RecognizedOctober,
                2006 – December, 2006
            
            
            217,500
            
            $
            0.13
                - $0.42
            
            $
            54,613January,
                2007 – March, 2007
            
            
            789,050
            
            $
            0.16
                - $0.30
            
            
            177,994April,
                2007 – June, 2007
            
            
            1,997,500
            
            $
            0.07
                - $0.15
            
            
            218,700July,
                2007 – September, 2007
            
            
            227,143
            
            $
            0.07
                - $0.09
            
            
            16,902Totals
            
            
            3,231,193
            
            $
            0.12
                - $0.90
            
            $
            468,209





During
      fiscal 2007, PCMC also issued 194,054 shares of common stock valued at $55,925
      for services received and accrued for in fiscal 2006.





On
      September 28, 2007, PCMC entered into an agreement with Stephen Brock converting
      loans he had made to PCMC totaling $1,019,657 into 1,019,657 shares of PCMC
      common stock. The fair value of the shares was $81,573. PCMC recognized a gain
      on the transaction of $938,084. Because Stephen Brock is a related party, the
      gain was recorded as a deemed contribution to capital.


.


At
      September 30, 2007, PCMC accrued $69,070 in consulting services payable in
      433,776 shares of PCMC common stock, which is included in accounts payable
      and
      accrued expenses on the balance sheet.





During
      fiscal 2006, PCMC issued the following shares for services in each
      quarter.





Quarter
            
            Shares Issued
            
            Price Range of
              Shares
            
            Total Expense
              RecognizedOctober,
                2005 – December, 2005
            
            
            80,000
            
            $
            0.61
                - $0.90
            
            $
            64,250January,
                2006 – March, 2006
            
            
            538,000
            (1)
            $
            0.33
                - $0.52
            
            
            195,725April,
                2006 – June, 2006
            
            
            370,741
            
            $
            0.12
                - $0.31
            
            
            87,635July,
                2006 – September, 2006
            
            
            112,500
            
            $
            0.13
                - $0.26
            
            
            22,225Totals
            
            
            1,101,241
            (1)
            $
            0.12
                - $0.90
            
            $
            369,835





(1)  Includes
      an additional 80,000 shares that were issued to satisfy previous obligations
      of
      the prior company that PCMC merged into in October 2004. These shares were
      accounted for as an adjustment to the original recapitalization accounting
      with
      no assigned valuation.





At
      September 30, 2006, PCMC accrued $39,451 in consulting services payable in
      114,054 shares of PCMC common stock, which is included in accounts payable
      and
      accrued expenses on the balance sheet.




-36-





NOTE
      9 -
      CONCENTRATIONS





During
      fiscal 2007, one client accounted for approximately 32% of total revenues,
      a
      second accounted for approximately 15% of total revenues, a third accounted
      for
      approximately 14% of total revenues and a fourth accounted for approximately
      11%
      of total revenues. During fiscal 2006, one client accounted for approximately
      35% of total revenues and a second accounted for approximately 11% of total
      revenues. No other customer accounted for more than 10% during either
      year.




NOTE
      10 -
      RELATED PARTY TRANSACTIONS





PCMC
      was
      provided office space by its founder President, CEO and majority shareholder
      at
      no cost on a month-to-month basis. During fiscal 2007 and 2006, the space was
      provided at no cost.





As
      described more fully in Notes 2 and 8 above, Stephen Brock has loaned PCMC
      money
      for its operations.  On
      September 28, 2007, Stephen Brock entered into an agreement with PCMC converting
      loans he had made to PCMC totaling $1,019,657 into 1,019,657 shares of PCMC
      common stock.





Loans
      as
      of September 28, 2007, consisted of the following:





Note
                payable to Stephen Brock, dated September 30, 2006, payable in monthly
                payments of $4,864 including interest at 12% due September 30,
                2011
            
            $
            186,131Note
                payable to Stephen Brock, dated November 15, 2006, payable in monthly
                payments of $3,601 including interest at 12% due November 15,
                2021
            
            
            293,717Advances
                to PCMC as of September 28, 2007
            
            
            539,809Total
                loans to PCMC
            
            $
            1,019,657





During
      the year, PCMC accrued $15,000 per month (or an aggregate of $180,000) of
      compensation to Mr. Brock and issued him 1,750,000 shares of PCMC common stock
      valued at $192,500. No cash compensation was paid to Mr. Brock during fiscal
      2007.





During
      fiscal 2007, PCMC made cash payments of $8,207 to its Chief Operating Officer
      and issued him 205,000 shares of PCMC common stock valued at $32,975. As of
      September 30, 2007, PCMC had accounts payable of $10,983 to this officer and
      he
      was due 190,000 shares of PCMC common stock valued at $29,735 pursuant to the
      agreement between him and PCMC.





During
      fiscal 2007, PCMC made cash payments of $124,500 to its Chief Legal and
      Financial Officer for services rendered to PCMC and PCMC’s client on its behalf
      and issued him 134,054 shares of PCMC common stock valued at $25,125. As of
      September 30, 2007, PCMC had accounts payable of $62,448 to this officer and
      he
      was due 193,776 shares of PCMC common stock valued at $29,535 pursuant to the
      agreements between him and PCMC.





-37-




NOTE
      11 – EMPLOYMENT AGREEMENTS




On
      April
      12, 2007, PCMC revised its written agreements with two of its consultants who
      serve as executive officers. The agreements provide for a minimum annual salary
      (adjustable upwards in some cases based on PCMC’s performance) to be paid in
      cash and stock. On May 3, 2007, PCMC and one of the executive officers amended
      the agreement between them to increase the cash compensation and provide for
      a
      client stock incentive due to increased responsibilities taken on by the
      executive as a result of the resignation of another executive (discussed below).
      At September 30, 2007, the minimum total future commitment due under both
      agreements and the amendment was cash compensation of $102,000, stock
      compensation of 180,000 registered shares, and signing bonuses of 50,000
      registered shares. The executives are also entitled to receive restricted and
      registered shares of PCMC’s common stock based on certain milestones as provided
      in the agreements. Under the amendment, one of the executives is entitled to
      receive a client stock incentive consisting of 4% of PCMC’s marketable
      securities as of March 31, 2007, and, on the date that the following securities
      become quoted or listed for trading, 4% of PCMC’s non-marketable securities as
      of March 31, 2007 and 4% of the securities that PCMC receives from each client
      after March 31, 2007, provided that the executive is providing services to
      PCMC
      at the time of such quotation or listing. As of September 30, 2007, the shares
      had not been transferred to the officer. The value of the shares owed was
      $43,325. PCMC has reduced its marketable securities by this amount.




In
      May
      2007, an executive officer resigned and his one-year employment contract which
      had begun on November 1, 2006 was terminated. The executive was receiving a
      minimum salary of $2,000 and 10,000 registered common shares per month. PCMC
      agreed to pay the executive the minimum salary through April 30, 2007.





On
      May
      15, 2007, PCMC and one of its consultants who served as an executive officer
      agreed to postpone until further agreement the minimum salary of $500 and 15,000
      restricted shares per month that the executive was receiving under an agreement
      that was scheduled to end on July 6, 2007. PCMC agreed to pay the executive
      the
      minimum salary through May 31, 2007.




NOTE
      12 – SUBSEQUENT EVENT





Subsequent
      to September 30, 2007, PCMC issued 50,000 shares valued at $3,500 for services
      to a third party.




-38-





**Item
                8.**
            **Changes
                In and Disagreements With Accountants on Accounting and Financial
                Disclosure.**





None.





**Item
                8A.**
            **Controls
                and Procedures.**





Evaluation
      of Disclosure Controls and Procedures




Our
      Chief
      Executive Officer and our Chief Financial Officer, after evaluating the
      effectiveness of our “disclosure controls and procedures” (as defined in the
      Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end
      of
      the period covered by this report (the “Evaluation Date”), have concluded that
      as of the Evaluation Date, our disclosure controls and procedures were not
      effective to provide reasonable assurance that information required to be
      disclosed by us in the reports that we file or submit under the Exchange Act
      (i)
      is accumulated and communicated to our management, including our Chief Executive
      Officer and Chief Financial Officer, as appropriate, to allow timely decisions
      regarding required disclosure, and (ii) is recorded, processed, summarized
      and
      reported within the time periods specified in the Commission’s rules and forms.
      During the course of their audit of our financial statements, our auditors
      identified material adjustments in the area of valuation of non-marketable
      securities. The consolidated financial statements in this 10-KSB filing have
      been adjusted to include these changes. Management is working on plans to
      re-evaluate non-marketable security values at the inception of when the company
      receives them and at each subsequent balance sheet date. We believe these plans
      when finalized will enable us to avoid these types of adjustments in the
      future.





Changes
      in Internal Control over Financial Reporting





There
      were no changes in our internal control over financial reporting that occurred
      during the period covered by this report that have materially affected, or
      are
      reasonably likely to materially affect, our internal control over financial
      reporting.





**Item
                8B.**
            **Other
                Information.**





None.





**PART
      III**





**Item
                9.**
            **Directors,
                Executive Officers, Promoters, Control Persons and Corporate Governance;
                Compliance With Section 16(a) of the Exchange
                Act.**





**Executive
      Officers and Directors**





Our
      executive officers and directors, and their ages and positions are as
      follows:





**Name**
            
            **Age**
            
            **Position**Stephen
                Brock
            
            51
            
            President,
                CEO and DirectorTrae
                O'Neil High
            
            37
            
            CLO,
                Treasurer and CFOKipley
                J. Lytel
            
            43
            
            Secretary,
                COO and Director





*Stephen
      Brock* ,
      our
      founder, has served as our President, CEO and a director since October 2004,
      when we acquired PCMS, PWP, GPT and NMC. He also served as Secretary from such
      time until January 2006 and as Treasurer until November 2006. Prior to the
      acquisition, Mr. Brock was self-employed and was engaged primarily in the
      startup and operation of PCMS which he formed in July 2004, PWP which he formed
      in July 2003, GPT which he formed in May 2000 and NMC which he formed in August
      1998. Prior to forming GPT, Mr. Brock served as President and Director of the
      Nevada Business Journal. As an entrepreneur, Mr. Brock has formed several
      companies devoted to the small-cap market and providing services to other
      companies in the small-cap market.




-39-




*Trae
      O'Neil High* ,
      has
      served as our CLO since January 2006 and as our CFO since May 2007. Mr. High
      also serves as a sole practitioner in corporate securities and international
      tax
      law, and has done so since October 2003. From July 2001 to September 2003,
      Mr.
      High served as a Senior for Deloitte & Touche, LLP, International Tax
      Financial Services practice in New York City. From May 1998 to August 2000,
      Mr.
      High served as Tax Research Specialist for Excel Communications, Inc. From
      September 2000 to May 2001, Mr. High attended Georgetown University Law Center
      where he received an LL.M in taxation. Mr. High received a JD from Southern
      Methodist University School of Law, an MS in accounting from the University
      of
      Texas at Dallas and a BBA in finance from the University of Texas at
      Austin.





*Kipley
      J. Lytel, CFA* ,
      has
      served as our Secretary and COO since January 2006. Mr. Lytel also serves as
      a
      Partner of Montecito Capital Management, an investment advisory firm, which
      position he has held since April 2002. From January 2001 to May 2002, Mr. Lytel
      worked as a consultant for an equity research firm. From 1997 to December 2000,
      Mr. Lytel served as a Senior Analyst with ML Stern & Company, a broker
      dealer. Mr. Lytel received an MBA and a BA in Economics from the Peter F.
      Drucker School of Management at Claremont Graduate University.





**Committees
      of the Board of Directors**





We
      do not
      have a standing audit, nominating, or compensation committee, or any other
      committees of our board of directors performing similar functions. We do not
      have an audit committee financial expert. We do not anticipate implementing
      any
      of these committees or seek an individual to serve as an audit committee
      financial expert until we are required to do so under federal or state corporate
      or securities laws or the rules of any stock exchange or inter-dealer quotation
      system on which our securities may be listed or cleared for
      quotation





**Advisory
      Boards**





Global
      Advisor Board





Our
      board
      of directors established a global advisory board to provide advice and counsel
      to the board of directors on strategic planning, business model refinement,
      management best practices and other areas relating to our operation. The global
      advisory board focuses on strengthening our business model by making
      actionable recommendations that our management and its network of supporters
      can execute to create intrinsic value. Each member of the global advisory
      board receives 25,000 shares of our common stock per year and the chairman
      receives an additional 25,000 shares per year and $500 per month. The current
      members of the global advisory board are as follows:





*Stephen
      A. Boyko* ,
      age 60,
      is Chairman and CEO of N2K Ecosystems, Inc. a provider of market-based solutions
      for green governance. Drawing upon his thirty years of business, investment,
      and
      financial experience, he founded the Entrepreneurial Exchange to create value
      for small-to-medium enterprises (SMEs) through proportionate governance and
      scalable sponsorship. Upon receiving his MBA, Mr. Boyko helped formulate
      securities regulatory policy for the NASD and thereafter spent a successful
      career in the securities industry as a registered principal. As an international
      consultant, he provided a practitioner's perspective for the privatization
      of
      the former Soviet Union in the areas of corporate governance and development
      of
      the Ukrainian Capital Market. He has taught finance and entrepreneurship at
      the
      American University's MBA program and serves on the Advisory Boards of Yorktown
      University.





*Steve
      Chaussy* ,
      age 53,
      is a self-employed results-oriented financial professional with more than 25
      years of progressive experience. He has a special emphasis in SEC reporting
      and
      compliance with developing and small publicly traded entities. Mr. Chaussy
      also
      has experience in structuring and sourcing corporate financing needs. He is
      effective in public, investor, regulatory and creditor interface, and is an
      accomplished leader with multi-location financial management. Mr. Chaussy is
      known as a team builder with expertise in high-paced, multi-task
      environments.




-40-




*Gary
      N. Clark* ,
      age 61,
      has over 15 years of portfolio management and securities research experience
      at
      Clark Asset Management + Associates, Inc. and has held numerous teaching
      positions during that time. Prior to Clark Asset Management, Gary served in
      various capacities for numerous securities firms and as an independent contract
      analyst.





Legal
      Advisory Board





Our
      board
      of directors established a legal advisory board to provide advice and counsel
      to
      the board of directors on legal and regulatory compliance and other areas
      relating to our operations.  The guidance of the legal advisory board also
      allows us to better serve our clients in matters of regulatory compliance. 
We have not determined the size of the legal advisory board or the amount or
      form of compensation its members will receive. The following person is chairman
      of the legal advisory board:





*Peter
      Chepucavage* ,
      age 60,
      served as a member of our global advisory board from May 2005 to December 2006.
      Mr. Chepucavage works with Plexus Consulting Group as General Counsel and head
      of the broker/dealer and hedge fund regulatory compliance and expert witness
      section. He also worked as an attorney fellow in the SEC’s Market Regulation
      Division. During his four-year tenure with the SEC, he worked primarily in
      the
      business continuity and Reg SHO areas, and was involved in the drafting of
      Reg
      SHO and in numerous Reg M enforcement cases and securities futures. Prior to
      his
      work with the SEC, he served as an attorney with New York’s Fulbright and
      Jaworski, where his practice was devoted primarily to the representation of
      broker-dealers and investment advisers in both law and compliance including
      derivatives. Mr. Chepucavage’s previous appointments include serving as Managing
      Director, Chief Legal Officer and Assistant Corporate Secretary for Nomura
      Capital Services, Inc.; Managing Director, General Counsel and Corporate
      Secretary for Nomura Holding America, Inc.; and Assistant General Counsel for
      the NASD. He also served as an infantry officer in the U.S. Army from 1969
      to
      1971. He holds a JD from Catholic University, an LL.M from the George Washington
      University School of Law and a BS in economics and philosophy from
      Pennsylvania’s University of Scranton. He has written extensively about
      regulation and the effect of regulation on small business.





**Section
      16(a) Beneficial Ownership Reporting Compliance**





Section
      16(a) of the Exchange Act requires our directors, officers and holders of more
      than 10% of our common stock to file with the SEC reports regarding their
      ownership and changes in ownership of our equity securities. During our most
      recent fiscal year, the following persons did not fully comply with all Section
      16(a) filing requirements:





·
            Stephen
                Brock failed to file one Forms 4 covering one transaction and failed
                to
                timely file a Form 5 after our fiscal year
                end.


·
            Joshua
                A. Gottesman failed to file four Forms 4 covering four transactions
                and
                failed to timely file a Form 5 after our fiscal year
                end.


·
            C.
                Dennis Hensling failed to file nine Forms 4 covering nine transactions
                and
                failed to timely file a Form 5 after our fiscal year
                end.


·
            Trae
                O'Neil High failed to file fourteen Forms 4 covering fourteen transactions
                and failed to timely file a Form 5 after our fiscal year
                end.


·
            Kipley
                J. Lytel failed to file sixteen Forms 4 covering seventeen transactions
                and failed to timely file a Form 5 after our fiscal year
                end.





In
      making
      these statements, we have relied upon examination of copies of Forms 3, 4 and
      5
      provided to us and any written representations of our directors, executive
      officers and 10% stockholders.


-41-





**Code
      of Ethics**





Our
      board
      of directors adopted a code of ethics meeting the requirements of Section 406
      of
      the Sarbanes-Oxley Act of 2002. We will provide to any person without charge,
      upon request, a copy of our code of ethics. Persons wishing to make such a
      request should contact Secretary, Public Company Management Corporation, 5770
      El
      Camino Road, Las Vegas, Nevada 89118.





**Item
                10.**
            **Executive
                Compensation.**





The
      table
      below sets forth, for our last two completed fiscal years, the compensation
      earned by our President, Treasurer and CEO and one executive officer who
      received annual compensation in excess of $100,000 and was serving at the end
      of
      our last completed fiscal year. Such officers are referred to herein as our
      “Named Executive Officers.” None of our other executive officers received
      $100,000 or more of compensation in any fiscal year represented in the
      table.





**SUMMARY
                COMPENSATION TABLE****(1)****Name
                and**
              **Principal
                Position**
            
            **Year**
            
            **Salary ($)****(2)**
            
            **Stock**
              **Awards ($)****(3)**
            
            **All
                Other**
              **Compensation ($)**
            
            **Total
                ($)**Stephen
                Brock
            
            
            2007
            
            $
            180,000
            
            $
            192,500
            (4)
            $
            50,083
            (5)
            $
            422,583President
                and CEO
            
            
            2006
            
            $
            180,000
            
            $
            -0-
            
            $
            31,928
            (5)
            $
            211,928Trae
                O'Neil High
            
            
            2007
            
            $
            145,000
            
            $
            41,660
            (6)
            $
            44,089
            (7)
            $
            230,749CLO,
                Treasurer and CFO
            
            
            2006
            
            $
            90,000
            
            $
            26,900
            (6)
            $
            63,280
            (7)
            $
            180,180





(1)
            Does
                not include perquisites and other personal benefits or property unless
                the
                aggregate amount of such compensation is $10,000 or
                more.


(2)
            We
                accrue $15,000 of salary per month (or $180,000 per year) for Mr.
                Brock.
                We accrued $20,500 and $37,125 for Mr. High for 2007 and 2006,
                respectively.


(3)
            Stock
                awards are valued at the closing price of our common stock on the
                Over the
                Counter Bulletin Board on the grant date. See “Notes to Consolidated
                Financial Statements, Note 1 - Summary of Accounting Policies” included in
                “Item 7. Financial Statements,”
above.


(4)
            We
                issued 1,750,000 shares of our common stock to Mr. Brock for services
                rendered as our President, CEO and a
                director.


(5)
            Represents
                premiums for health, general liability, life and auto insurance and
                company provided automobile.


(6)
            In
                2007, we accrued $25,785 representing 168,776 shares of our common
                stock
                (ranging in prices from $0.42 to $0.07 per share) for Mr. High for
                services as our CLO and CFO and $3,750 representing 25,000 shares
                for a
                bonus for him entering into a consulting agreement with us. Also
                in 2007,
                we issued an aggregate of 75,000 shares of our common stock to Mr.
                High
                valued at $12,125 (ranging in prices from $0.065 to $0.210 per share)
                for
                completed management consulting services engagements. In 2006, Mr.
                High
                received stock awards valued at $23,400 ($5,200 of which was accrued)
                for
                his services as our CLO and $3,500 (all of which was accrued) for
                a
                completed management consulting services
                engagement.


(7)
            For
                2007, represents 4% of our marketable securities as of September
                30, 2007
                to be transferred to Mr. High for his client stock incentive under
                our
                agreement with him. See “Item 12. Certain Relationships and Related
                Transactions, and Director Independence”, below. For 2006, represents
                compensation to Mr. High in the form of $50,580 cash and 42,250 shares
                of
                our common stock valued at $12,700 (ranging in prices from $0.13
                to $0.40
                per share and $3,800 of which was accrued) for legal services that
                he
                provided directly to our clients under our management consulting
                and
                compliance services contracts with our
                clients.





**Agreements
      with Named Executive Officers**





We
      and
      Stephen Brock have orally agreed to compensation of $180,000 per year, which
      we
      accrue. Stephen Brock also participates in our health and life insurance
      plan.





We
      and
      Trae O'Neil High entered into a one-year agreement, effective January 2, 2007,
      pursuant to which Mr. High serves as our Chief Legal Officer and, effective
      May
      3, 2007, as our Chief Financial Officer and Treasurer. The material terms of
      the
      agreement are discussed under the heading “Item 12. Certain Relationships and
      Related Transactions, and Director Independence”, below.


-42-





**Compensation
      of Directors**





There
      are
      currently no compensation arrangements in place for the members of the
      board.





**Item
                11.**
            **Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters.**





The
      following table set forth information as of December 6, 2007, with respect
      to
      the beneficial ownership of our common stock by each person known by us to
      be
      the beneficial owner of more than 5% of our outstanding common stock, each
      of
      our directors and Named Executive Officers, and our directors and Named
      Executive Officers as a group.





**Common
                Stock**
              **Beneficially
                Owned****(1)****Name
                of Beneficial Owner**
            
            **Amount**
            
            **Percent**Stephen
                Brock
            
            
            18,946,307
            (2)
            
            67.3
            %Kipley
                J. Lytel
            
            
            523,023
            (3)
            
            1.9
            %Trae
                O'Neil High
            
            
            434,830
            (4)
            
            1.5
            %All
                directors and Named Executive Officers as a group (3
                people)
            
            
            19,904,160
            
            
            70.7
            %




(1)
            The
                number of shares of common stock owned are those "beneficially owned"
                as
                determined under the rules of the SEC, including any shares of common
                stock as to which a person has sole or shared voting or investment
                power
                and any shares of common stock which the person has the right to
                acquire
                within 60 days through the exercise of any option, warrant or right.
                More
                than one person may be deemed to be a beneficial owner of the same
                securities. The percentage of beneficial ownership by any person
                as of a
                particular date is calculated by dividing the number of shares
                beneficially owned by such person, which includes the number of shares
                as
                to which such person has the right to acquire voting or investment
                power
                within 60 days, by the sum of the number of shares outstanding as
                of such
                date plus the number of shares as to which such person has the right
                to
                acquire voting or investment power within 60 days. Consequently,
                the
                denominator used for calculating such percentage may be different
                for each
                beneficial owner. This table is based upon information derived from
                our
                stock records. Unless otherwise indicated in the footnotes to this
                table
                and subject to community property laws where applicable, each of
                the
                shareholders named in this table has sole or shared voting and investment
                power with respect to the shares indicated as beneficially owned.
                Applicable percentages are based upon 28,149,316 shares of our common
                stock which were outstanding as of December 6,
                2007.


(2)
            Includes
                18,096,307 shares owned by a family trust of which Mr. Brock is the
                trustee, and 850,000 shares owned directly by Mr.
                Brock.


(3)
            Includes
                190,000 shares of common stock owed to Mr. Lytel which had not been
                issued
                as of December 6, 2007.


(4)
            Includes
                193,776 shares of common stock owed to Mr. High which had not been
                issued
                as of December 6, 2007.





**Equity
      Compensation Plans**





Our
      Stock
      Award Plan – 2006 is intended to advance our best interests by providing
      stock-based compensation to our employees, directors, officers. Consultants
      or
      advisors may also participate in the plan only if they are natural persons,
      they
      provide bona fide services to us and the services provided are not in connection
      with the offer or sale of securities in a capital-raising transaction, and
      do
      not directly or indirectly promote or maintain a market for our securities.
      Initially, there were 500,000 shares of our common stock available under the
      plan, which we registered with the SEC. Our board of directors, in its
      discretion, may increase the number of shares available under the
      plan.





We
      also
      have a number of individual compensation arrangements in the form of written
      compensation contracts as well as individual compensation arrangements that
      are
      not set forth in any formal document under which we issue restricted shares
      of
      our common stock.





We
      adopted all of our plans without the approval of our security
      holders.


-43-





Securities
      authorized for issuance under equity compensation plans as of our fiscal year
      ended September 30, 2007 are as follows:





**Plan
                Category**
            
            **Number
                of securities to**
              **be
                issued upon exercise**
              **of
                outstanding options,**
              **warrants
                and rights (a)**
            
            **Weighted-average**
              **exercise
                price of**
              **outstanding
                options,**
              **warrants
                and rights (b)**
            
            **Number
                of Securities**
              **remaining
                available for**
              **future
                issuance under**
              **equity
                compensation plans**
              **(excluding
                securities**
              **reflected
                in column (a) (c)**Equity
                compensation plans approved by security holders
            
            
            -0-
            
            
            N/A
            
            
            -0-Equity
                compensation plans not approved by security holders
            
            
            -0-
            
            
            N/A
            
            
            516,386
            (1)Total
            
            
            -0-
            
            
            N/A
            
            
            516,386
            (1)





(1)
            Includes
                10,110 registered shares of common stock remaining available under
                our
                2006 Stock Award Plan, 473,776 shares required to be registered under
                our
                individual compensation arrangements with people who are, or were,
                serving
                as officers and 32,500 restricted shares of common stock remaining
                available under other individual compensation
                arrangements.





**Item
      12. Certain Relationships and Related Transactions, and Director
      Independence.**





**Indebtedness**





As
      of
      September 28, 2007, Stephen Brock, our President, CEO and a director, had
      advanced us $1,197,224 for fiscal 2007.





On
      November 15, 2006, we issued Stephen Brock, our President, CEO and a director,
      an unsecured, fifteen-year promissory note in the principal amount of $300,000
      which bears interest at a rate of 12% per year. We were obligated to pay Mr.
      Brock one hundred eighty installments of $3,600 each on the fifteenth day of
      each month with the first such installment beginning on December 15, 2006 until
      the principal and interest were paid in full. Mr. Brock advanced us cash of
      $300,000 as consideration for the note.





On
      September 28, 2007, Stephen Brock converted $1,019,657 of debt into 1,019,657
      restricted shares of our common stock. The debt, which consisted of various
      long-term loans and advances including the loans and advances discussed above
      that Mr. Brock had extended to us, was fully satisfied as a result of the
      conversion.





**Consulting
      Agreements and Other Transactions**





On
      April
      12, 2007, Kipley J. Lytel and we entered into a one-year consulting agreement,
      effective January 2, 2007, pursuant to which Mr. Lytel will dedicate 3-4 hours
      per day as our COO, Secretary and a director. The agreement provides for a
      signing bonus of 25,000 registered shares of our common stock which were issued
      and valued at $0.15 per share (or $3,750), 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
      our
      common stock which accrues monthly in equal amounts of 15,000 shares. 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 shares of our common stock. Mr. Lytel also works full-time as a
      Partner of Montecito Capital Management and uses his best efforts to balance
      his
      obligations to us and Montecito Capital.




-44-




On
      April
      12, 2007, Trae O'Neil High and we entered into a one-year consulting agreement,
      effective January 2, 2007, pursuant to which Mr. High serves as our CLO. On
      May
      3, 2007, Mr. High and we entered into an addendum to the consulting agreement
      pursuant to which Mr. High also serves as Treasurer and CFO. The consulting
      agreement, as amended, provides that Mr. High will devote at least 40 hours
      per
      week toward his duties to us. The agreement provides for a signing bonus of
      25,000 registered shares of our common stock which were issued and valued at
      $0.15 per share (or $3,750), cash compensation of $180,000 payable in monthly
      installments of $15,000 per month, and an aggregate of 180,000 registered shares
      of our common stock which accrues 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
      shares of our common stock and 4% of the securities of each client held by
      us
      on, or acquired by us after, March 31, 2007, and are, or become, marketable
      securities.





In
      addition to the consulting agreement, Mr. High and we have agreed in principle
      for Mr. High to provide legal services for our clients on behalf of us. 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 our clients
      or to prepare periodic and other reports under the Exchange Act of 1934, as
      amended, for ten or more of our clients. During fiscal 2007, Mr. High did not
      invoice us for any cash or common stock compensation for these
      engagements.





We
      may
      terminate our agreements with Mr. Lytel or Mr. High 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 our reasonable satisfaction
      within 14 days after written notice of the breach or default has been delivered
      by us; or at our will, upon 30 days written notice upon a decision by our CEO.
      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
      we
      have a successor (as described in the agreement); upon the default or breach
      of
      any term of the agreement by us 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 us; or at their
      will upon 30 days written notice to us.





On
      May 3,
      2007, Joshua A Gottesman and we terminated the employment agreement between
      us
      pursuant to which Mr. Gottesman served as our CFO and Treasurer. Our
      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 our business. Under the agreement, Mr. Gottesman received a bonus
      of
      25,000 shares of our common stock valued at $0.15 per share (or an aggregate
      of
      $3,750) on the date of grant. Mr. Gottesman was entitled to receive $24,000
      and
      an aggregate of 120,000 shares of our common stock as compensation. He was
      also
      entitled to six weeks of paid time off during the term of his agreement. In
      addition, Mr. Gottesman was entitled to receive bonuses upon the accomplishment
      of various milestones (as set forth in the agreement) payable in registered
      or
      restricted shares of our common stock. Mr. Gottesman was required to devote
      approximately four hours a day to us. During the time that Mr. Gottesman worked
      for us, he was also working full-time as a Principal of the accounting firm
      of
      Gregory E. Bruce, Chtd. and was using his best efforts to balance his
      obligations to us and the accounting firm. In addition, from time to time,
      we
      engaged Gregory E. Bruce, Chtd. to provide booking, accounting and pre-audit
      services to us for a fee of $4,750 per month and hourly billing for special
      projects. During fiscal 2007 and 2006, we paid and accrued an aggregate of
      approximately $36,500 and $5,208, respectively, to the accounting
      firm.


-45-





**Item
      13.** **Exhibits.**





**Exhibit
                No.**
            
            **Description
                of Exhibit**3.1(1)(2)
            
            Articles
                of Incorporation3.2(1)
            
            Bylaws3.3(2)
            
            Amendment
                to Articles of Incorporation3.4(2)
            
            Amended
                Bylaws10.1(3)
            
            Consulting
                Agreement with Kipley J. Lytel, CFA, dated April 12, 2007, effective
                January 2, 200710.2(3)
            
            Consulting
                Agreement with Trae O'Neil High, dated April 12, 2007, effective
                January
                2, 200710.3(3)
            
            Addendum
                to Consulting Agreement with Trae O'Neil High, dated May 3,
                200710.4(4)
            
            Employment
                Agreement with Joshua A. Gottesman, CPA, dated November 1,
                200610.5(5)
            
            Conversion
                Agreement with Stephen Brock, dated September 28, 200714(6)
            
            Code
                of Ethics21(6)
            
            Subsidiaries
                of PCMC31.1*
            
            Certification
                of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 200231.2*
            
            Certification
                of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 200232.1*
            
            Certifications
                of Chief Executive Officer and Chief Financial Officer pursuant to
                Section
                906 of the Sarbanes-Oxley Act of
                2002





*  Filed
      herein


(1)
            Filed
                as Exhibits 3.1 and 3.2, respectively, to the registrant’s Form 10-SB
                filed with the SEC on November 19, 2002, and incorporated herein
                by
                reference.


(2)
            Filed
                as Exhibits 3.1 (along with the Articles of Incorporation) and Exhibit
                3.2, respectively, to the registrant’s Form 10-QSB filed with the SEC on
                May 18, 2005, and incorporated herein by
                reference.


(3)
            Filed
                as Exhibits 10.1, 10.2 and 10.3, respectively, to the registrant’s Form
                8-K8 filed with the SEC on June 7, 2007, and incorporated herein
                by
                reference.


(4)
            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.


(5)
            Filed
                as Exhibit 10.1 to the registrant’s Form 8-K filed with the Commission on
                October 31, 2007, and incorporated herein by
                reference.


(6)
            Filed
                as Exhibit 14 and Exhibit 21, respectively, to the registrant’s Form
                10-KSB filed with the SEC on December 28, 2006, and incorporated
                herein by
                reference.





**Item
                14.**
            **Principal
                Accountant Fees and
                Services.**





The
      following table sets forth the aggregate fees incurred by us for the audit
      and
      other services provided by Malone & Bailey, PC during the fiscal years ended
      September 30, 2006 and 2007:


2006
              
              2007Audit
                  Fees
              
              $
              71,050
              
              $
              67,910Audit-Related
                  Fees
              
              $
              -
              
              $
              -Tax
                  Fees
              
              $
              -
              
              $
              -All
                  Other Fees
              
              $
              -
              
              $
              -




-46-


**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.


**PUBLIC
                  COMPANY MANAGEMENT CORPORATION**Date:
                  December 28, 2007
              By:
              /s/
                  Stephen BrockName:
                  Stephen BrockTitle:
                  President and Chief Executive
                  Officer




In
      accordance with the requirements of the Exchange Act, this report has been
      signed below by the following persons on behalf of the registrant and in the
      capacities and on the dates indicated.





**Signature**
            
            **Title**
            
            **Date**/s/*Stephen
                Brock*
            
            President,
                Chief Executive Officer and Director
            
            December
                28, 2007Stephen
                Brock
            
            (Principal
                Executive Officer)/s/*Trae
                O'Neil High*
            
            Chief
                Financial Officer
            
            December
                28, 2007Joshua
                A. Gottesman
            
            (Principal
                Financial Officer andPrincipal
                Accounting Officer)/s/*Kipley
                J. Lytel*
            
            Director
            
            December
                28, 2007Kipley
                J. Lytel




-47-