UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549





FORM
10-KSB/A


(Amendment No.
1)





(Mark
One)





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





For the
fiscal year ended September 30, 2008





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 T  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
T





The
issuer’s revenue for the most recent fiscal year ended September 30, 2008 was
$837,089.





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates was $293,421as of December 26, 2008, based upon the per share closing sale price of
$0.03 on such date.





As of
December 12, 2008, there were outstanding 29,276,816 shares of the registrant’s
common stock, $.001 par value per share.





Transitional
Small Business Disclosure Format:  Yes o   No
T




EXPLANATORY
NOTE
 
 Public
Company Management Corporation ("PCMC") is amending its annual report on Form
10-KSB for the fiscal year ended September 30, 2008 which was originally filed
with the Securities and Exchange Commission (the “SEC”) on December 30, 2008, to
correct typographical errors on the Consolidated Balance Sheet and the
Consolidated Statement of Cash Flows for the year ended September 30,
2008.  We had reported total stockholders’ equity instead of properly
reporting deficit on such balance sheet and changes in accounts receivable of
$48,880 instead of properly reporting $48,800 on such statement of cash
flows.  Changes have been made to “Item 2. Management Discussion and
Analysis” under the heading “Liquidity and Capital Resources” to correct changes
in accounts receivable.
 
 Although
this Form 10-KSB/A contains all of the items required to be included in an
annual report on Form 10-KSB, no other information in the original filing is
amended hereby. The items have not been updated to reflect other events
occurring after the original filing or to modify or update those disclosures
affected by subsequent events. In addition, pursuant to the rules of the SEC,
Item 6 of Part II of the original filing has been amended to contain currently
dated certifications from PCMC’s Chief Executive Officer and Chief Financial
Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of
2002.
 
 Except
for the foregoing amended information, this Form 10-KSB/A continues to speak as
of the date of the original filing, and PCMC has not updated the disclosures
contained herein to reflect events that occurred at a later date unless
otherwise noted.





Form
10-KSB/A


(Amendment No. 1)


For
the Fiscal Year Ended September 30, 2008





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.
                  9PART
      IIItem
      5.
                  Market
      for Common Equity and Related Stockholder Matters.
                  10Item
      6.
                  Management’s
      Discussion and Analysis.
                  11Item
      7.
                  Financial
      Statements.
                  22Item
      8.
                  Changes
      In and Disagreements With Accountants on Accounting and Financial
      Disclosure.
                  36Item
      8A.
                  Controls
      and Procedures.
                  36Item
      8B.
                  Other
      Information.
                  36PART
      IIIItem
      9.
                  Directors,
      Executive Officers, Promoters, Control Persons and Corporate Governance;
      Compliance With Section 16(a) of the Exchange Act.
                  37Item
      10.
                  Executive
      Compensation.
                  38Item
      11.
                  Security
      Ownership of Certain Benenficial Owners and Management and Related
      Stockholder Matters.
                  39Item
      12.
                  Certain
      Relationships and Related Transactions, and Director
      Independence.
                  40Item 13.
                  Exhibits.
                  41Item
      14.
                  Principal
      Accountant Fees and Services.
                  41








Form
10-KSB/A


(Amendment No. 1)


For
the Fiscal Year Ended September 30, 2008





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 “PCMC”, 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, Secretary, sole director 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 member firms of the Financial Industry
      Regulatory Authority (or FINRA) 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.





We
require potential clients generally to show proof 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.





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





We rely
on Stephen Brock to sell our management consulting and regulatory compliance
services.  From time to time, we have also retain consultants to
assist us with marketing and business development particularly 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.





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.


-6-





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
      are required 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.





·
            Experience and
      Knowledge.  Collectively, our 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.


-7-





·
            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, FINRA 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, 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”), and rules and regulations of the SEC,
FINRA 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.





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, we 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.”


-8-





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
Secretary, sole director and majority shareholder, provides us with this office
space on a rent-free basis.  We believe that our 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:





·
            Houston,
      Texas;


·
            Las
      Vegas, Nevada;


·
            Lebanon,
      Indiana; and


·
            New
      York, New York.





Item
      3.
            Legal
      Proceedings.




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.


-9-





PART
II





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





Market
Information





Our
common stock is quoted on the OTCBB under the symbol “PCMC”.  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 2008 Quarters Ended:
                  
                  High
                  
                  
                  LowSeptember
      30, 2008
                  
                  $
                  0.09
                  
                  
                  $
                  0.09June
      30, 2008
                  
                  $
                  0.05
                  
                  
                  $
                  0.05March
      31, 2008
                  
                  $
                  0.115
                  
                  
                  $
                  0.076December
      31, 2007
                  
                  $
                  0.084
                  
                  
                  $
                  0.077





Fiscal 2007 Quarters Ended:
                  
                  High
                  
                  
                  LowSeptember
      30, 2007
                  
                  $
                  0.08
                  
                  
                  $
                  0.08June
      30, 2007
                  
                  $
                  0.08
                  
                  
                  $
                  0.076March
      31, 2007
                  
                  $
                  0.16
                  
                  
                  $
                  0.15December
      31, 2006
                  
                  $
                  0.30
                  
                  
                  $
                  0.21





Holders
of Record





As of
December 12, 2008, there were 80 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.





Unregistered
Sales of Equity Securities





On July
22, 2008, we sold 1,000,000 restricted shares of our common stock for $0.50 per
share to a relative of Stephen Brock, our President, CEO, Secretary, sole
director and majority shareholder.  As of the end of the period
covered by this report, we had received $250,000 of the
funds.  Subsequent to September 30, 2008, we received
$115,000.  We expect to receive the remaining $135,000 during the
second quarter of fiscal 2009





We claim
an exemption from registration afforded by Section 4(2) of the Securities Act
because of the limited number of persons involved in the transaction, our
previous relationship with the recipient, the access of such person to
information about us that would have been available in a public offering and the
absence of any public solicitation or advertising.  Also, the
recipient 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
quarter of the fiscal year covered by this report, please see our quarterly
report on Form 10-QSB/A filed on May 5, 2008, and for the second and third
quarters, please see our Forms 10-QSB filed on May 5, 2008 and August 5, 2008,
respectively.


-10-


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/A and other documents filed with the Securities and
Exchange Commission.  Therefore, these types of statements may prove
to be incorrect.





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 “PCMC”, 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.





We
require 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 2008, 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 communication
and consultations with potential clients regarding their prospects of becoming
public companies.  Although this source of revenue accounted for less
than one percent of our total revenue during fiscal 2008, these sales, open
lines and consultations attracted clients seeking to become fully reporting,
publicly traded companies with which we enter into engagements to provide our
management consulting and regulatory compliance services.


-11-





Management Consulting
Services.  We provide management consulting services under the
PCMC Roadmap to small business clients seeking to become fully reporting,
publicly traded companies.  During fiscal 2008, we generated
forty-seven percent (47%) of our revenue from management consulting
services.  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 plus $85,000 for management
consulting services and, as discussed below, $48,000 for compliance
services.





We
generally recognize revenue related to our management consulting engagements 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 state
      registered public offering, a private placement memorandum or registration
      statement for filing with the SEC
(20%);


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


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





Some of
our clients have 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
engagements.  We estimated that the value of the services we provide
for this purpose is approximately 10% of the total
engagement.  Accordingly, we 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 also receive payment in
the form of additional client stock for time delays caused by the client or
additional management consulting services outside of the scope of the engagement
that the client may ask us to perform.  During fiscal 2008, we
generated eleven percent (11%) of our revenue from value-added management
consulting services.





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.  During fiscal 2008, we generated thirty-eight percent
(38%) of our revenue from regulatory compliance services.


-12-





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 the shares that we received for future services 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”.





In light
of the business conditions discussed above, we currently consider whether the
clients’ sales of shares at the first milestone is 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 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 record only the cash portion of our
client engagements, which has 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.





Client Progress Reports or
Requests for Payment





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.  We have determined that it takes
approximately 1,600 hours, rather than 1,100 hours to complete a management
consulting services engagement.  We provide performing clients with
progress reports that show their current status in the process of becoming fully
reporting, publicly traded companies and the value of our services as of the
date of the report.





We
reviewed our engagements with slow performing and inactive
clients.  The review consisted 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. 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 the client
engagements.  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 used the
documentation to provide our slow-performing and inactive clients with requests
for payment for our services on an hourly basis.


-13-





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.





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 2008, 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 entering an
engagement.  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.





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 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.  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.




-14-




Results
of Operations For The Year Ended September 30, 2008 Compared to the Year Ended
September 30, 2007





Our
revenue decreased $51,047, or 6%, to $837,089 for fiscal 2008, as compared to
$888,136 for fiscal 2007.  During fiscal 2008, two (2) of our clients
became fully reporting, publicly traded companies; whereas, during fiscal 2007,
three (3) of our clients became fully reporting, publicly traded
companies.  The decrease in revenue was primarily attributable to the
decrease in the number of clients that made it through the process of becoming a
fully reporting, publicly traded company during fiscal 2007.
 
 General
and administrative expense decreased $742,807, or 37%, to $1,248,426 for fiscal
2008, as compared to $1,991,233 for fiscal 2007.  The decrease in
general and administrative expense was primarily due to a decrease in officer
expenses resulting from executive officer resignations and the discontinuance of
our equity compensation plan.
 
 Bad debt
expense decreased $43,295, or 40%, to $64,232 for fiscal 2008, as compared to
$107,527 for fiscal 2007.  The decrease in bad debt expense was due to
a decrease in write-offs during fiscal 2008 as compared to fiscal 2007 when we
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, in fiscal 2007 we determined that certain cash and stock receivables
from several clients were uncollectible and wrote them off.
 
 Depreciation
and amortization expenses decreased $12,526, or 42%, to $17,639 for fiscal 2008,
as compared to $30,165 for fiscal 2007.  The decrease in depreciation
and amortization was primarily a result of having certain capitalized website
costs becoming fully depreciated.
 
 Total
operating expenses decreased $798,628, or 38%, to $1,330,297 for fiscal 2008, as
compared to $2,128,925 for fiscal 2007. The decrease in total operating expenses
was primarily attributable to the decrease in general and administrative expense
and bad debt expense.
 
 Impairment
of non marketable securities increased $182,030, or 60%, to $487,300 for fiscal
2008, as compared to $305,270 for fiscal 2007.  During fiscal 2008,
the common stock of one of our clients became publicly traded with low volume
and, as of September 30, 2008, had a market price per share that was lower than
the price per share that we recorded for our shares in March 2005. In addition,
there were no identifiable facts or circumstances to suggest that we would
recognize more than the prevailing market price per share when we are able to
sell our shares. As a result of these factors, we impaired
them.





Interest
expense decreased $54,665, or 83%, to $11,222 for fiscal 2008, as compared to
$65,887 for fiscal 2007.  In September 2007, just prior to the
beginning of fiscal 2008, Stephen Brock, our President, CEO and a director,
converted $1,019,657 of debt into 1,019,657 restricted shares of our common
stock.  The decrease in interest expense was due to lower levels of
debt which resulted after Mr. Brock’s
conversion.





Interest
income increased to $2,235 for fiscal 2008, as compared to interest income of
$1,827 for fiscal 2007. The increase in interest income was due to higher levels
of cash on hand.





We had
realized gain on sale of marketable securities of $83,271 for fiscal 2008, as
compared to realized loss on sale of marketable securities of $103,723 for
fiscal 2007. The change from realized loss to realized gain on sale of
marketable securities was due to the net increases in the market values of
marketable securities that we sold.




-15-




Unrealized
loss on marketable securities was $66,382 for fiscal 2008, as compared to
unrealized loss on marketable securities of $635,656 for fiscal 2007. The
decrease in unrealized loss on marketable securities was primarily due to
changes in the values of marketable securities.





We had a
net loss of $972,606 (and basic and diluted net loss per share of $0.03) for
fiscal 2008, as compared to net loss of $2,349,498 (and basic and diluted net
loss per share of $0.09) for fiscal 2007. The decrease in the net loss was
primarily attributable the decrease 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 $4,773,217 as of September 30, 2008.


Liquidity
and Capital Resources





We had
total current assets of $893,687 as of September 30, 2008, which consisted of
cash of $20,284, net accounts receivable of $17,955, marketable securities of
$726,448, subscription receivable of $115,000 and other current assets of
$14,000.  In July 2008, we received $250,000 from the sale of
1,000,000 shares of our common stock to a relative of Mr. Brock for
$500,000.  Subsequent to September 30, 2008, we collected $115,000 of
the remaining amount.  The remaining $135,000 is  from this
sale is still outstanding and is reflected as a subscription receivable in
equity.
 
 We had
total current liabilities of $1,947,393 as of September 30, 2008, which
consisted of deferred revenues of $825,550, accounts payable and accrued
expenses to related parties of $740,843, accounts payable and accrued expenses
of $298,974, bank lines of credit of $39,793, advances from related party of
$33,129 and current portion of installment notes payable of $9,104.
 
 We had
negative working capital of $1,053,706 as of September 30, 2008.  The
ratio of current assets to current liabilities was 46% as of September 30,
2008.





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 (either a current or non-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 $825,550 as of September 30, 2008.  As our clients become
fully reporting, publicly traded companies and there is a market in which we
could sell our shares, non-current marketable securities and non-marketable
securities, which in aggregate were $520,024 as of September 30, 2008, would
become current marketable securities (see the discussion, above, under the
heading “Valuation of Non-marketable Securities” for details regarding how we
value non-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.




-16-




During
fiscal 2008, net cash increased $2,118; consisting of $260,945 provided by
financing activities which was partially offset by $254,048 used in operating
activities and $4,779 used in investing activities.
 
 Net cash
used in operating activities was $254,048 for fiscal 2008, consisting of net
loss of $972,606,  decreases in deferred revenue of $274,417 and
accounts payable and accrued expenses of $86,270 and increases in accounts
receivable of $48,800 and other assets of $14,000 which were offset by
adjustments for depreciation and amortization of $17,639, bad debt expense of
$64,232 and stock issued for services of $10,905, a decrease in marketable and
non marketable securities of $768,143 and an increase in accrued expenses to
related parties of $281,126.
 
 Net cash
used in investing activities was $4,779 for fiscal 2008, which related to the
purchase of fixed assets.
 
 Net cash
provided by financing activities was $260,945 for fiscal 2008, consisting of
proceeds from issuance of common stock of $250,000, advances from related party
of $177,369 by Stephen Brock, our President, CEO, majority shareholder and a
director and a decrease in net payments on bank line of credit of $1,512 which
were offset by payments on installment notes payable of $23,696 and repayments
to Stephen Brock of $144,240.
 
 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.  We will
continue 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.  During fiscal 2008, we sold
1,000,000 shares of common stock for $500,000 to a relative of Mr.
Brock.  As of September 30, 2008, we had received $250,000 of the
funds.  Subsequent to September 30, 2008, we received $115,000 of the
remaining amount.  We expect to receive the remaining $135,000 during
the second quarter of fiscal 2009. 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:





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.  We generally recognize revenue related to our
management consulting engagements at the completion of each of the following
four milestones in the public reporting process:




-17-




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


(vi)
            clients’
      preparation of a second round of financing in the form of a state
      registered public offering, a private placement memorandum or registration
      statement for filing with the SEC
(20%);


(vii)
            effectiveness
      of clients’ registration statement with the SEC (25%);
  and


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





Some of
our clients have 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
engagements.  We estimated that the value of the services we provide
for this purpose is approximately 10% of the total
engagement.  Accordingly, we 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.





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 $825,550, 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.  Historically, we have valued the shares that we
received for future services 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.  In valuing non-marketable securities, we currently consider
whether the clients’ sales of shares at the first milestone is 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 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 record only the cash portion of our
client engagements, which has 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.  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, the value
of securities we hold as non-marketable securities could be significantly
different than their value as marketable securities.




-18-




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 state
regulators.  Clearance for securities to be quoted and traded is
subject to review and approval by FINRA.  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
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.




-19-




In
valuing non-marketable securities, we currently consider whether the clients’
sales of shares at the first milestone is 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”.





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





Our
success depends upon the personal efforts of our executive officers, Stephen
Brock, our President, CEO and Secretary, and Trae O'Neil High our Chief Legal
Officer (or CLO), Treasurer and CFO.  We do not currently have any
written agreements with our executive officers, and we have not obtained any key
man life insurance relating to them.  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.  During fiscal 2007, we entered into
discussions with the staff of the SEC to explore ways to hold and dispose
of client securities in a manner consistent with our business needs and the
concerns of the staff; however, we have not had communications with the SEC
regarding this matter in over twelve (12) months. If the SEC were to
determine 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




-20-




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.





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
64.7% 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.




-21-




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, 2008 and 2007, and the related
consolidated statements of operations, stockholders’ equity (deficit) and cash
flows for the two years then ended.  These consolidated 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 the audits to obtain reasonable assurance about whether
the consolidated financial statements are free of material misstatements. PCMC
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of PCMC’s internal control over
financial reporting. Accordingly, we express no such opinion. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall consolidated 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 consolidated financial position of PCMC as of September
30, 2008 and 2007 and the results of its consolidated operations and cash flows
for the two 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
29, 2008





-22-




PUBLIC
COMPANY MANAGEMENT CORPORATION


CONSOLIDATED
BALANCE SHEETS


September
30, 2008 and 2007





2008
                                    
                                    
                                    2007ASSETSCURRENT
      ASSETSCash
                                    
                                    $
                                    20,284
                                    
                                    
                                    $
                                    18,166Accounts
      receivable, net
                                    
                                    
                                    17,955
                                    
                                    
                                    
                                    16,887Marketable
      securities
                                    
                                    
                                    726,448
                                    
                                    
                                    
                                    981,987Subscription
      receivable
                                    
                                    
                                    115,000
                                    
                                    
                                    
                                    -Other
      current assets
                                    
                                    
                                    14,000
                                    
                                    
                                    
                                    -Total
      current assets
                                    
                                    
                                    893,687
                                    
                                    
                                    
                                    1,017040Receivables
      under contract, net
                                    
                                    
                                    
                                    
                                    
                                    
                                    16,500Marketable
      securities-non current
                                    
                                    
                                    520,024
                                    
                                    
                                    
                                    -Non-marketable
      securities
                                    
                                    
                                    -
                                    
                                    
                                    
                                    1,032,628Furniture
      and equipment, net
                                    
                                    
                                    26,552
                                    
                                    
                                    
                                    39,412TOTAL
      ASSETS
                                    
                                    $
                                    1,440,263
                                    
                                    
                                    $
                                    2,105,580LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable and accrued expenses
                                    
                                    $
                                    298,974
                                    
                                    
                                    $
                                    385,244Accounts
      payable and accrued expenses to related parties
                                    
                                    
                                    740,843
                                    
                                    
                                    
                                    459,717Current
      portion of installment notes payable
                                    
                                    
                                    9,104
                                    
                                    
                                    
                                    23,433Bank
      line of credit
                                    
                                    
                                    39,793
                                    
                                    
                                    
                                    38,281Advances
      from related party
                                    
                                    
                                    33,129
                                    
                                    
                                    
                                    -Deferred
      revenues
                                    
                                    
                                    825,550
                                    
                                    
                                    
                                    1,099,967Total
      current liabilities
                                    
                                    
                                    1,947,393
                                    
                                    
                                    
                                    2,006,642LONG
      TERM LIABILITIESLong-term
      portions of installment note payable
                                    
                                    
                                    -
                                    
                                    
                                    
                                    9,367TOTAL
      LIABILITIES
                                    
                                    
                                    1,947,393
                                    
                                    
                                    
                                    2,016,009Commitments
      and Contingencies
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -SHAREHOLDERS’
      EQUITY (DEFICIT)Common
      stock, $.001 par value; 50,000,000 shares authorized, 29,276,816 and
      28,099,316 shares issued and outstanding, respectively
                                    
                                    
                                    29,277
                                    
                                    
                                    
                                    28,099Paid-in-capital
                                    
                                    
                                    4,371,810
                                    
                                    
                                    
                                    3,862,083Subscription
      receivable
                                    
                                    
                                    (135,000
                                    )
                                    
                                    
                                    -Accumulated
      deficit
                                    
                                    
                                    (4,773,217
                                    )
                                    
                                    
                                    (3,800,611
                                    )TOTAL
      STOCKHOLDERS’ EQUITY (DEFICIT)
                                    
                                    
                                    (507,130
                                    )
                                    
                                    
                                    89,571TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
                                    
                                    $
                                    1,440,263
                                    
                                    
                                    $
                                    2,105,580




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




-23-




PUBLIC
COMPANY MANAGEMENT CORPORATION


CONSOLIDATED
STATEMENTS OF OPERATIONS




For the Years EndedSeptember 30,2008
                  
                  
                  2007Revenue
                  
                  $
                  837,089
                  
                  
                  $
                  888,136General
      and administrative
                  
                  
                  1,248,426
                  
                  
                  
                  1,991,233Bad
      debt expense
                  
                  
                  64,232
                  
                  
                  
                  107,527Depreciation
      and amortization
                  
                  
                  17,639
                  
                  
                  
                  30,165Total operating
      expenses
                  
                  
                  1,330,297
                  
                  
                  
                  2,128,925Net loss from
      operations
                  
                  
                  (493,208
                  )
                  
                  
                  (1,240,789
                  )Other
      income and (expense)Impairment
      of non-marketable securities
                  
                  
                  (487,300
                  )
                  
                  
                  (305,270
                  )Interest
    expense
                  
                  
                  (11,222
                  )
                  
                  
                  (65,887
                  )Interest
income
                  
                  
                  2,235
                  
                  
                  
                  1,827Realized gain
      (loss) on sale of marketable securities
                  
                  
                  83,271
                  
                  
                  
                  (103,723
                  )Unrealized
      holding loss on marketable securities
                  
                  
                  (66,382
                  )
                  
                  
                  (635,656
                  )Total other income
      (expense)
                  
                  
                  (479,398
                  )
                  
                  
                  (1,108,709
                  )NET LOSS
                  
                  $
                  (972,606
                  )
                  
                  $
                  (2,349,498
                  )Weighted
      average shares outstanding
                  
                  
                  28,421,809
                  
                  
                  
                  24,949,100Basic
      and diluted net loss per share
                  
                  $
                  (0.03
                  )
                  
                  $
                  (0.09
                  )





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




-24-




PUBLIC
COMPANY MANAGEMENT CORPORATION


CONSOLIDATED
STATEMENTS OF CASH FLOWS





For the Years EndedSeptember 30,2008
                                      
                                      
                                      2007Cash
      Flows From Operating ActivitiesNet loss
                                      
                                      $
                                      (972,606
                                      )
                                      
                                      $
                                      (2,349,498
                                      )Adjustments to reconcile net
      loss to net cash used in operating activities:Depreciation and
      amortization
                                      
                                      
                                      17,639
                                      
                                      
                                      
                                      30,165Bad debt
expense
                                      
                                      
                                      64,232
                                      
                                      
                                      
                                      107,527Stock issued for
      services
                                      
                                      
                                      10,905
                                      
                                      
                                      
                                      468,209Changes in:Marketable and non marketable
      securities
                                      
                                      
                                      768,143
                                      
                                      
                                      
                                      160,385Accounts
    receivable
                                      
                                      
                                      (48,800
                                      )
                                      
                                      
                                      (94,673
                                      )Other assets
                                      
                                      
                                      (14,000
                                      )
                                      
                                      
                                      6,428Accounts payable and accrued
      expenses
                                      
                                      
                                      (86,270
                                      )
                                      
                                      
                                      258,209Accrued expenses to related
      parties
                                      
                                      
                                      281,126
                                      
                                      
                                      
                                      238,805Deferred
revenue
                                      
                                      
                                      (274,417
                                      )
                                      
                                      
                                      414,772Net Cash Used in Operating
      Activities
                                      
                                      
                                      (254,048
                                      )
                                      
                                      
                                      (759,671
                                      )Cash
      Flows From Investing ActivitiesPurchase of furniture and
      equipment
                                      
                                      
                                      (4,779
                                      )
                                      
                                      
                                      (5,194
                                      )Cash
      Flows From Financing ActivitiesProceeds
      from sale of common stock
                                      
                                      
                                      250,000
                                      
                                      
                                      
                                      -Net payments on bank line of
      credit
                                      
                                      
                                      1,512
                                      
                                      
                                      
                                      618Payments on installment notes
      payable
                                      
                                      
                                      (23,696
                                      )
                                      
                                      
                                      (27,863
                                      )Repayment of advances from
      related party
                                      
                                      
                                      (144,240
                                      )
                                      
                                      
                                      (397,991
                                      )Advances from related
      party
                                      
                                      
                                      177,369
                                      
                                      
                                      
                                      1,197,224Net Cash Provided by Financing
      Activities
                                      
                                      
                                      260,945
                                      
                                      
                                      
                                      771,988Net
      increase in cash
                                      
                                      
                                      2,118
                                      
                                      
                                      
                                      7,123Cash
      at beginning of period
                                      
                                      
                                      18,166
                                      
                                      
                                      
                                      11,043Cash
      at end of period
                                      
                                      $
                                      20,284
                                      
                                      
                                      $
                                      18,166Cash
      paid during the year for:Interest
                                      
                                      $
                                      9,488
                                      
                                      
                                      $
                                      65,887Income taxes
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -Non-cash
      investing and financing activities:Stock
      issued for subscription receivable
                                      
                                      $
                                      250,000
                                      
                                      
                                      $
                                      -Conversion
      of related party debt with common stock
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      1,019,657Impairment
      of non-marketable securities and deferred revenue
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      2,723,480Shares
      issued for accrued compensation
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      55,925




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




-25-




PUBLIC
COMPANY MANAGEMENT CORPORATION


CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)


For the
Years Ended September 30, 2008 and 2007




COMMON
      STOCKCOMMON
                                                  SHARES
                                                
                                                
                                                STOCK
                                                  AMOUNT
                                                
                                                
                                                PAID
                                                  IN
                                                  CAPITAL
                                                
                                                
                                                SUBSCRIPTION
                                                  RECEIVABLE
                                                
                                                
                                                ACCUMULATED
                                                  DEFICIT
                                                
                                                
                                                TOTALSBalance
      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
                                                )
                                                
                                                $
                                                89,571Stock
      issued for:Cash
      and subscription
                                                  receivable
                                                
                                                
                                                1,000,000
                                                
                                                
                                                
                                                1,000
                                                
                                                
                                                
                                                499,000
                                                
                                                
                                                
                                                (135,000
                                                )
                                                
                                                
                                                
                                                
                                                
                                                
                                                365,000Services
                                                
                                                
                                                177,500
                                                
                                                
                                                
                                                178
                                                
                                                
                                                
                                                10,727
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                10,905Net
      loss
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                
                                                (972,606
                                                )
                                                
                                                
                                                (972,606
                                                )Balance
      at September 30, 2008
                                                
                                                
                                                29,276,816
                                                
                                                
                                                $
                                                29,277
                                                
                                                
                                                $
                                                4,371,810
                                                
                                                
                                                $
                                                (135,000
                                                )
                                                
                                                $
                                                (4,773,217
                                                )
                                                
                                                $
                                                (507,130
                                                )


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




-26-




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. Marketable securities that could be
converted to cash within one year are classified as current assets.





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.




-27-




During
fiscal 2007, PCMC determined that the clients’ third party stock sales at the
first milestone were not always representative of the fair value of these
shares.  In these cases, in order to determine the fair value of the
shares of restricted common stock that it receives from new clients for
services, 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-.




During
fiscal 2008, it was determined that the fair values of several non-marketable
securities were not supportable   Accordingly, PCMC recorded
impairment of $487,300 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%).  Some of
PCMC’s clients obtain 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.  PCMC bifurcates 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.




-28-


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.  During fiscal 2007, PCMC
determined that the clients’ third party stock sales at the first milestone were
not always representative of the fair value of these shares.  In these
cases, in order to determine the fair value of the shares of restricted common
stock that it receives from new clients for services, 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-.





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.


-29-





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. All capitalized amounts had been amortized as of September
30, 2008.





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.





NOTE 2 –
NEW ACCOUNTING PRONOUNCEMENTS





In
September 2006, the FASB issued SFAS 157, Fair Value Measurements, as amended in
February 2008 by FASB Staff Position (“FSP”) FAS 157-2, Effective Date of FASB
Statement No. 157.  SFAS 157 defines fair value, establishes a framework
for measuring fair value and expands disclosures about fair value measurements.
   SFAS 157 also established a fair value hierarchy that prioritizes
the use of inputs used in valuation techniques into the following three
levels:





Level
1—quoted prices in active markets for identical assets and
liabilities.


-30-




Level
2—observable inputs other than quoted prices in active markets for identical
assets and liabilities.





Level
3—unobservable inputs.





The
adoption of FAS 157 did not have an effect on PCMC’s financial condition or
results of operations, but SFAS 157 introduced new disclosures about how PCMC
values certain assets and liabilities. Much of the disclosure is focused on the
inputs used to measure fair value, particularly in instances where the
measurement uses significant unobservable (Level 3) inputs.





As
required by SFAS 157, financial assets and liabilities are classified based on
the lowest level of input that is significant to the fair value measurement.
PCMC’s assessment of the significance of a particular input to the fair value
measurement requires judgment and may affect the valuation of the fair value of
assets and liabilities and their placement within the fair value hierarchy
levels. Following are the major categories of assets and liabilities measured at
fair value on a recurring basis as of September 30, 2008, using quoted prices in
active markets for identical assets (Level 1); significant other observable
inputs (Level 2); and significant unobservable inputs (Level 3):





Fair
      Value Measurements at September 30, 2008 UsingLevel
      1
                      
                      
                      Level
      2
                      
                      
                      Level
      3
                      
                      
                      TotalAssets
      (Liabilities):
                      
                      $
                      1,246,472
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Derivative
      liabilities
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Total
                      
                      $
                      1,246,472
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -





FSP FAS
157-2 defers the effective date of SFAS 157 for all nonfinancial assets and
liabilities, except those items recognized or disclosed at fair value on an
annual or more frequently recurring basis, until January 1, 2009. As such, PCMC
partially adopted the provisions of SFAS 157 effective January 1, 2008.
 The partial adoption of this statement did not have a material impact on
PCMC’s financial statements.  PCMC expects to adopt the remaining
provisions of SFAS 157 beginning in 2009.  PCMC does not expect this
adoption to have a material impact on its financial statements.





NOTE 3 -
LIQUIDITY





As shown
in the accompanying financial statements, PCMC incurred losses from operations
and had negative cash flows from operations during fiscal 2008.
 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
loan money to PCMC should PCMC not be able to otherwise fund its
working capital requirements.


-31-





NOTE 4 -
MARKETABLE SECURITIES





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





The
composition of marketable securities was as follows at September 30, 2008 and
2007:





2008
                  
                  
                  2007Marketable
      SecuritiesCost
                  
                  $
                  1,867,446
                  
                  
                  $
                  1,601,468Fair
      Value
                  
                  $
                  1,246,472
                  
                  
                  $
                  981,987





Investment
losses for fiscal 2008 and 2007 consists of the following:





2008
                  
                  
                  2007Gross
      realized gains from sales of trading securities
                  
                  $
                  112,096
                  
                  
                  $
                  4,390Gross
      realized losses from sales of trading securities
                  
                  
                  (28,825
                  )
                  
                  
                  (108,113
                  )Net
      unrealized holding losses
                  
                  
                  (66,382
                  )
                  
                  
                  (635,656
                  )Net
      investment loss
                  
                  $
                  16,889
                  
                  
                  $
                  (739,379
                  )





NOTE 5 -
PROPERTY AND EQUIPMENT





Property
and equipment consisted of the following at September 30, 2008 and
2007:





Estimated
                    Useful Life
                  
                  2008
                  
                  
                  2007Vehicle
                  5
      Years
                  
                  $
                  61,938
                  
                  
                  $
                  61,938Office
      furniture and fixtures
                  7
      years
                  
                  
                  15,086
                  
                  
                  
                  15,086Office
      computers and equipment
                  3
      years
                  
                  
                  32,515
                  
                  
                  
                  27,736Total
      Property and Equipment
                  
                  
                  
                  109,539
                  
                  
                  
                  104,760Less:
      Accumulated Depreciation
                  
                  
                  
                  (82,987
                  )
                  
                  
                  (65,348
                  )Net
      Property and Equipment
                  
                  
                  $
                  26,552
                  
                  
                  $
                  39,412





Depreciation
expense totaled $17,639 and $18,407 for the years ended September 30, 2008 and
2007 respectively.


-32-





NOTE 6 -
BANK LINE OF CREDIT





As of
September 30, 2008 and 2007, PCMC had the following bank line of
credit:





Line of
                  Credit
                  Amount
                
                
                Outstanding as
                  of September
                  30, 2008
                
                
                Outstanding as
                  of September
                  30, 2007
                
                
                Interest
                  Rate
                
                Due DateWells
      Fargo Bank
                
                $
                40,000
                
                
                $
                39,793
                
                
                $
                38,281
                
                
                
                16.25
                %
                On
      Demand





NOTE 7 -
NOTE PAYABLE





Long-term
debt as of September 30, 2008 and 2007 consisted of the following:





2008
                
                
                2007Note
      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.
                
                $
                9,104
                
                
                $
                20,812Loan
      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 was paid off during 2008.
                
                
                0
                
                
                
                11,9889,104
                
                
                
                32,800Less:  Current
      portion
                
                
                9,104
                
                
                
                23,433Total
      Long-Term Debt
                
                $
                0
                
                
                $
                9,367





Maturities
of debt over the next year is as follows:





Twelve Months Ending September
      30,
                  
                  Amount2009
                  
                  $
                  9,104Total
      Long-Term Debt
                  
                  $
                  0





NOTE 8 -
INCOME TAXES





PCMC had
deductible net operating losses of approximately $2,944,000 at
September 30, 2008.  These expire 20 years after incurred.
Components of deferred tax assets and liabilities at September 30, 2008 and
2007 are as follows:




2008
                              
                              
                              2007Deferred
      tax asset-net operating loss carry-forwards
                              
                              $
                              1,113,000
                              
                              
                              $
                              739,000Valuation
      allowance
                              
                              
                              (1,113,000
                              )
                              
                              
                              (739,000
                              )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.


-33-





NOTE 9 -
COMMON STOCK





During
fiscal 2008, PCMC issued the following shares for services in each
quarter.





Quarter
                        
                        Shares Issued
                        
                        
                        Price
      Range of
                          Shares
                        
                        
                        Total
      Expense
                          RecognizedOctober,
      2007 – December, 2007
                        
                        
                        50,000
                        
                        
                        $
                        0.07
      - $0.07
                        
                        
                        $
                        3,500January,
      2008 – March, 2008
                        
                        
                        102,500
                        
                        
                        $
                        0.05
      - $0.10
                        
                        
                        
                        6,382April,
      2008 – June, 2008
                        
                        
                        25,000
                        
                        
                        $
                        0.041 - $0.041
                        
                        
                        
                        1,025July,
      2008 – September, 2008
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Totals
                        
                        
                        177,500
                        
                        
                        $
                        0.041
      - $0.10
                        
                        
                        $
                        10,905





During
fiscal 2008, PCMC also issued 1,000,000 shares of common stock for $500,000 in
cash.  As of September 30, 2008, PCMC had collected $250,000 of this
amount.  Subsequent to September 30, 2008, PCMC collected an
additional $115,000.  This amount is recorded as a current asset
receivable.  The remaining $135,000 is recorded as a subscription
receivable in equity.
 
 At
September 30, 2008, PCMC accrued $82,265 in consulting services payable in
573,776 shares of PCMC common stock, which is included in accounts payable and
accrued expenses on the balance sheet





During
fiscal 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
                        
                        
                        $
                        0.07
      - $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.


-34-





NOTE 10 -
CONCENTRATIONS





During
fiscal 2008 one client accounted for approximately 43% of total revenues, a
second accounted for approximately 36% of total revenues.  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.  No other customer accounted for more than 10%
during either year.





NOTE 11 -
RELATED PARTY TRANSACTIONS





PCMC was
provided office space by its founder, President, CEO, sole director and majority
shareholder at no cost on a month-to-month basis.  During fiscal 2008
and 2007, the space was provided at no cost.





During
the year, PCMC accrued $15,000 per month (or an aggregate of $180,000) of
compensation to Mr. Brock. No cash compensation was paid to Mr. Brock during
fiscal 2008.  As of September 30, 2008, PCMC had a total of $540,000
accrued for Mr. Brock’s compensation.
 
 During
fiscal 2008, PCMC made cash payments of $128,200 to its Chief Legal and Chief
Financial Officer for services rendered to PCMC and its clients on its behalf
and issued him 25,000 shares of PCMC common stock valued at
$1,250.  From time to time, we engage this officer to provide legal
services for our clients under our management consulting and regulatory
compliance services engagements with our clients. During fiscal 2008, this
officer earned $1,500 as compensation for these engagements.  This
officer is also entitled to receive a client stock incentive consisting of 4% of
the securities that PCMC receives from each client.  The client stock
incentive is earned and payable on the date that the client’s common stock
becomes quoted or listed for trading.  As of September 30, 2008, PCMC
had accounts payable of $119,128 to this officer and he was due 283,776 shares
of PCMC common stock valued at $38,595 and 70,000 client shares valued at
$17,500 pursuant to the agreements between him and PCMC
   Subsequent
to September 30, 2008, PCMC collected $115,000 of its subscription
receivable.  Accordingly, this amount is recorded as a current asset
as of September 30, 2008.


-35-





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





None.





Item
8A(T). 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
because of the identification of a material weakness in our internal control
over financial reporting which is identified below, which we view as an integral
part of our disclosure controls and procedures





Management’s Report on
Internal Control Over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) of the Exchange Act. Our internal control system was designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes, in accordance
with generally accepted accounting principles. Because of inherent limitations,
a system of internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate due to
change in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.





Our
management conducted an evaluation of the effectiveness of our internal control
over financial reporting using the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control—Integrated Framework. Based on its evaluation, our management concluded
that there are material weaknesses in our internal control over financial
reporting. A material weakness is a deficiency, or a combination of control
deficiencies, in internal control over financial reporting such that there is a
reasonable possibility that a material misstatement of the Company’s annual or
interim financial statements will not be prevented or detected on a timely
basis.  In assessing the effectiveness of our internal control over
financial reporting, management identified the following three material
weaknesses in internal control over financial reporting as of September 30,
2008:
 
 1.
              Deficiencies
      in the Company’s Control Environment.  The Company’s control
      environment did not sufficiently promote effective internal control over
      financial reporting throughout the organization. This material weakness
      exists because of the aggregate effect of multiple deficiencies in
      internal control which affect the Company's control environment,
      including: a) the lack of an effective risk assessment process for the
      identification of fraud risks; b) the lack of an internal audit function
      or other effective mechanism for ongoing monitoring of the effectiveness
      of internal controls; c) deficiencies in the company’s accounting system
      and controls; and d) insufficient documentation and communication of our
      accounting policies and procedures
 
 2.
              Deficiencies
      in the staffing of our financial accounting department.  The
      number of qualified accounting personnel with experience in public company
      SEC reporting and GAAP is limited.  This weakness does not
      enable us to maintain adequate controls over our financial accounting and
      reporting processes regarding the accounting for non-routine and
      non-systematic transactions. There is a risk that a material misstatement
      of the financial statements could be caused, or at least not be detected
      in a timely manner, by this shortage of qualified
      resources.
 
 3.
              Deficiencies
      in Segregation of Duties.  The Chief Executive Officer and the
      Chief Financial Officer are actively involved in the preparation of the
      financial statements, and therefore cannot provide an independent review
      and quality assurance function within the accounting and financial
      reporting group.  The limited number of qualified accounting
      personnel discussed above results in an inability to have independent
      review and approval of financial accounting
      entries.  Furthermore, management and financial accounting
      personnel have wide-spread access to create and post entries in the
      Company’s financial accounting system.  There is a risk that a
      material misstatement of the financial statements could be caused, or at
      least not be detected in a timely manner, due to insufficient segregation
      of duties.





This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management's report in this annual report.





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.





Item 1.01 Entry into a
Material Definitive Agreement.





On July
22, 2008, we entered into a subscription agreement with a relative of Stephen
Brock, our President, CEO, Secretary, sole director and majority shareholder,
for the sale of 1,000,000 restricted shares of our common stock for $500,000 (or
$0.50 per share).  We have received $250,000 of the funds as of
September 30, 2008.  Subsequent to September 30, 2008, we received an
additional $115,000.  The remaining $135,000 is expected to be
received during the second quarter of fiscal 2009


-36-





Item 3.02 Unregistered Sales
of Equity Securities.





On July
22, 2008, we sold 1,000,000 restricted shares of our common stock for $500,000
(or $0.50 per share) to a relative of Stephen Brock, our President, CEO,
Secretary, sole director and majority shareholder.  We have received
$250,000 of the funds as of September 30, 2008.  Subsequent to
September 30, 2008, we received an additional $115,000.  The remaining
$135,000 is expected to be received during the second quarter of fiscal
2009





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





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
                      
                      PositionStephen
      Brock
                      
                      52
                      
                      President,
      CEO, Secretary and DirectorTrae
      O'Neil High
                      
                      38
                      
                      CLO,
      Treasurer and
CFO





Stephen Brock, our founder,
has served as our President, CEO and a director since October 2004, when we
acquired PCMS, PWP, GPT and NMC as subsidiaries.  He also served as
Secretary from such time until January 2006 and as Treasurer until November
2006.  He took over again as Secretary in January
2008.  Prior to the acquisition of our subsidiaries, 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.





Trae O'Neil High, has served
as our CLO since January 2006 and as our Treasurer and CFO since May
2007.  Mr. High also serves as a sole practitioner in corporate
securities and 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.





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


-37-





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:





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


·
            Our
      former Secretary and COO who also served as a director, failed to file
      four Forms 4 covering five 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.





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
                              
                              2008
                              
                              $
                              180,000
                              
                              
                              $
                              -
                              
                              
                              $
                              45,472
                              (5)
                              
                              $
                              225,472President,
      CEO and Secretary
                              
                              2007
                              
                              $
                              180,000
                              
                              
                              $
                              192,500
                              (4)
                              
                              $
                              50,083
                              (5)
                              
                              $
                              422,583Trae
      O'Neil High
                              
                              2008
                              
                              $
                              180,000
                              
                              
                              $
                              10,310
                              (6)
                              
                              $
                              19,000
                              (7)
                              
                              $
                              209,310CLO,
      Treasurer and CFO
                              
                              2007
                              
                              $
                              145,000
                              
                              
                              $
                              41,660
                              (6)
                              
                              $
                              44,089
                              (7)
                              
                              $
                              230,749




(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 $51,800 and $20,500 for Mr. High for 2008 and
      2007, 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, life and auto insurance and company provided
      automobile.


(6)
            In
      2008, we accrued $9,060 for 90,000 shares of our common stock (ranging in
      prices from $0.14 to $0.055 per share) for Mr. High for services as our
      CLO and CFO.  Also in 2008, we issued 25,000 shares of our
      common stock to Mr. High valued at $1,250 for a completed management
      consulting services engagement.  In 2007, we accrued $25,785 for
      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.


(7)
            For
      2008, represents a client stock incentive consisting of 4% of the
      securities that we received from a client valued at $17,500 which were
      earned by Mr. High and payable on the date that the client’s common stock
      became quoted for trading, and compensation for legal services valued at
      $1,500 that he provided directly to our clients under our regulatory
      compliance services contracts with our clients.  For 2007,
      represents the client stock
incentive.


-38-





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.





Our
consulting agreement with Mr. High expired in January 2008.  We did
not renew the agreement; however, we continue to pay Mr. High for his services
as our Chief Legal Officer, Treasurer and Chief Financial Officer in accordance
with the cash compensation and certain other terms of the
agreement.  The material terms of our current course of dealing with
Mr. High are as follows: cash compensation of $180,000 payable in monthly
installments of $15,000 per month, a client stock incentive consisting of 4% of
the securities that we receives from each client which were earned by Mr. High
and payable on the date that the client’s common stock becomes quoted or listed
for trading, and a right of first refusal to provide legal services for our
clients under our management consulting and regulatory compliance services
engagements with our clients.





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 12, 2008, 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
                
                
                PercentStephen
      Brock
                
                
                18,946,307
                (2)
                
                
                64.7
                %Trae
      O'Neil High
                
                
                549,830
                (3)
                
                
                1.8
                %All
      directors and Named Executive Officers as a group (2
    people)
                
                
                19,496,137
                
                
                
                66.5
                %





(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 29,276,816 shares
      of our common stock which were outstanding as of December 12,
      2008.


(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
      283,776 shares of common stock owed to Mr. High which had not been issued
      as of December 12, 2008.


-39-





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
registered shares of our common stock available under the plan, which we
registered with the SEC.  We entered into a number of individual
compensation arrangements in the form of written compensation contracts with
executive officers which obligated us to issue registered shares under the Stock
Award Plan in excess of the number of shares which were initially available
under such plan.  Our board of directors, in its discretion, may
increase the number of registered shares available under the Stock Award Plan,
and intends to do so during the second quarter of fiscal 2009 to satisfy this
obligation.





We
adopted our plan without the approval of our security holders.





Securities
authorized for issuance under equity compensation plans as of our fiscal year
ended September 30, 2008 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
                
                
                
                578,886
                (1)Total
                
                
                -0-
                
                
                
                N/A
                
                
                
                578,886
                (1)





(1)
            Includes
      10,110 registered shares of common stock remaining available under our
      2006 Stock Award Plan and 568,776 shares required to be registered under
      our individual compensation arrangements with people who are, or were,
      serving us as executive officers.





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





Indebtedness





Stephen
Brock, our President, CEO, Secretary and sole director, advanced us $33,129
during fiscal 2008.





Other
Transactions





Stephen
Brock provided office space at no cost on a month-to-month basis during fiscal
2008 and 2007.


-40-





Item
13.              
Exhibits.





Exhibit No.
                                  
                                  Description of Exhibit3.1(1)(2)
                                  
                                  Articles
      of Incorporation3.2(1)
                                  
                                  Bylaws3.3(2)
                                  
                                  Amendment
      to Articles of Incorporation3.4(2)
                                  
                                  Amended
      Bylaws10.1(4)
                                  
                                  Subscription
      Agreement accepted July 22, 200814(3)
                                  
                                  Code
      of Ethics21(3)
                                  
                                  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 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.(4)
              Filed
      as Exhibit 10.1 to the registrant's Form 10-KSB filed with the SEC on
      December 30, 2008, 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, 2007 and 2008:





2007
                  
                  
                  2008Audit
      Fees
                  
                  $
                  67,910
                  
                  
                  $
                  50,000Audit-Related
      Fees
                  
                  $
                  -
                  
                  
                  $
                  -Tax
      Fees
                  
                  $
                  -
                  
                  
                  $
                  -All
      Other Fees
                  
                  $
                  -
                  
                  
                  $
                  -




-41-





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 CORPORATIONDate:
      January 5, 2009
                By:
                /s/ Stephen BrockName:
      Stephen Brock
                  Title:
      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
                January
      5, 2009Stephen
      Brock
                (Principal
      Executive Officer)/s/Trae O'Neil
      High
                Treasurer
      and Chief Financial Officer
                January
      5, 2009Trae
      O'Neil High
                (Principal
      Financial Officer andPrincipal
      Accounting Officer)




-42-