**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      DC 20549**





**FORM
      10-KSB**





(Mark
      One)





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




For the fiscal year ended September 30,
              2006




o
            TRANSITION
                REPORT UNDER SECTIOB 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 (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days.


Yes
x No o





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





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


Yes
o
      No x





The
      issuer’s revenue for the most recent fiscal year ended September 30, 2006 was
      $1,813,335.





The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates was $2,391,102 as of November 1, 2006, based upon the per share
      closing sale price of $0.33 on such date.





As
      of
      November 1, 2006, there
      were outstanding 23,654,412 shares of the registrant’s common stock, $.001 par
      value per share.





Transitional
      Small Business Disclosure Format: Yes o
      No x











**Form
      10-KSB**


**For
      the Fiscal Year Ended September 30, 2006**





**TABLE
      OF CONTENTS**


PagePART
                  IItem
                  1.
              Description
                  of Business.
              1Item
                  2.
              Description
                  of Property.
              8Item
                  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.
              9Item
                  6.
              Management’s
                  Discussion and Analysis.
              10Item
                  7.
              Financial
                  Statements.
              21Item
                  8.
              Changes
                  In and Disagreements With Accountants on Accounting and
                  Financial Disclosure.
              35Item
                  8A.
              Controls
                  and Procedures.
              35Item
                  8B.
              Other
                  Information.
              35PART
                  IIIItem
                  9.
              Directors,
                  Executive Officers, Promoters, and Control Persons and Corporate
                  Governance; Compliance With Section 16(a) of the Exchange
                  Act.
              36Item
                  10.
              Executive
                  Compensation.
              39Item
                  11.
              Security
                  Ownership of Management and Certain Security Holders.
              40Item
                  12.
              Certain
                  Relationships and Related Transactions.
              41Item
                  13.
              Exhibits.
              43Item
                  14.
              Principal
                  Accountant Fees and Services.
              43





**Form
      10-KSB**


**For
      the Fiscal Year Ended September 30, 2006**





**PART
      I**





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





**Overview**





We
      are a
      management consulting services firm that educates and assists companies to
      improve their business, management and regulatory compliance processes and
      ultimately to become fully reporting public companies with their securities
      quoted and traded.





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





We
      generate revenue primarily from value-added management 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 four 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.





**Business
      Development**





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




1




**Products
      and Services**





We
      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.





We
      also
      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.





***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 both GoPublicTodayTM and PCMS. 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 OTCBB and
      the Pink Sheets 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;


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


·
            Asset
                Protection for Corporate Officers and
                Directors.





We
      give
      clients of our management consulting and regulatory compliance services 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 (discussed below), 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.




2




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) Due Diligence; 2) Fully Reporting
      & Publicly Traded; and 3) SEC Compliance & Strategic Advisory. It
      provides clients with detailed clarification of their duties/responsibilities
      and our duties/responsibilities during each step of all three phases of the
      process. The Roadmap also introduces clients to specialized terms and concepts
      that they will encounter during the process such as Management’s Discussion and
      Analysis (or MD&A), the Securities Act, the Exchange Act, Regulation D, the
      Public Company Accounting Oversight Board (or PCAOB), Blue Sky, Private
      Placement Memorandum (or PPM), Direct Public Offering (or DPO), EDGAR, Form
      SB-2, Form 10-KSB, Form 10-QSB, Form 8-K and Forms 3, 4 and 5, Schedule 13-D,
      Form ID, and the so-called quiet period. We believe the Roadmap serves as an
      educational resource and point of reference for clients as they move through
      the
      process.





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





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


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


·
            Serve
                as project manager to clients and 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;


·
            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.





During
      fiscal 2006, we extended our management consulting services to include companies
      seeking to migrate from the Pink Sheets to the OTCBB; however, our efforts
      are
      in their early stages. We have deployed limited resources and have only worked
      with one client in this new line of business.




3




***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 as a fully reporting public company and full
                disclosure;


·
            Coordinate
                with internal accountants, attorneys, principal independent accountant
                and
                EDGAR agent regarding timely filing of Forms 10-KSB and Forms 10-QSB
                by
                clients;


·
            Consult
                regarding events requiring a Form 8-K filing and coordinate
                filings;


·
            Coordinate
                with EDGAR agent for electronic submissions for the client and its
                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 Schedule 13D filing requirements and coordinate
                filings;


·
            Determine
                and track Forms 3, 4 and 5 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 on Schedule
                14A or
                Schedule 14C, respectively, 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. 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 in 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.




4




**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 current
                equity.





**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.





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 service engagements. Key independent contractors and
      professional service providers are also available and may be added to the
      conference as needed. This process simulates the easy access of a traditional
      office and improves the operational efficiency of our geographically distributed
      team.





**Sales**





Previously,
      we exclusively relied on Stephen Brock, our President, CEO and majority
      shareholder, to sell our management consulting and regulatory compliance
      services. However, we continue to expand the role and responsibilities of Kipley
      J. Lytel, our Secretary and Chief Operating Officer (or COO), in the sales
      process.





**Marketing**





Our
      marketing strategy focuses on education first and foremost, with Pubco
      WhitePapersTM as our flagship marketing tool.  We use it 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.




5




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 e-mail 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.





The
      Internet is currently undergoing a dramatic change thanks to the so called
      “blogosphere” and other social Internet media channels.  We are committed
      to leveraging the latest Internet techniques to reach new markets by
      cost-effectively offering educational content in these new media outlets. We
      plan to expand our marketing efforts in one or more of these areas.





**Competition**





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





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





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





·
            Skills
                and capabilities of people;


·
            Innovative
                service and product offerings;


·
            Perceived
                ability to add value;


·
            Reputation
                and client references;


·
            Price;


·
            Scope
                of services;


·
            Service
                delivery approach;


·
            Technical
                and industry knowledge and
                experience;


·
            Quality
                of services and solutions;


·
            Ability
                to deliver results on a timely
                basis;






6




·
            Availability
                of appropriate resources; and


·
            National
                reach and scale.





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





We
      compete primarily on the following basis:





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


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


·
            *Flexible
                Fee Structure*.
                The customary billing rate for management consulting and regulatory
                compliance services is $350 per hour. We estimate that we provide
                from
                1,100 to 1,400 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 four executive officers several years of experience
                ranging from accounting, finance, legal and self-distribution of
                securities experience. We lead from our own business model of moving
                from
                a one-executive private company to a small growing public company
                that has
                built-out extensive management and operating infrastructure resources.
                Our
                common stock is quoted and traded on the OTCBB. We are required to
                maintain compliance with SEC reporting and corporate governance
                requirements. We face the same challenges as other small businesses
                in
                raising debt or equity capital. As such, we strive to lead by
                example.


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


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





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





**Intellectual
      Property**





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




7




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





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





**Governmental
      Regulations**





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





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 $350 per hour. Since first conducting our current business operations
      as
      a public company over two years ago, markets have not developed for most of
      the
      common stock and we have not had an opportunity to dispose of much of it. As
      a
      result, we have accumulated common stock which currently constitutes most of
      our
      assets. We
      have
      adopted a policy to dispose of the common stock as soon as markets develop
      and
      we are able to sell it pursuant to an effective registration statement or an
      exemption from registration. For these and other reasons, w e
      do not
      believe that we are engaged, nor do we propose to engage primarily in the
      business of investing, reinvesting, or trading in securities. Please see the
      section entitled “Risk Factors” under the heading “Item 6. Management’s
      Discussion and Analysis of Plan of Operation.”





**Independent
      Contractors**





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





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





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





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





·
            Boston,
                Massachusetts;


·
            District
                of Columbia;






8




·
            Houston,
                Texas


·
            Irvine
                and Santa Barbara, California;


·
            Las
                Vegas, Nevada;


·
            Lebanon,
                Indiana; and


·
            New
                York, New York.





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





In
      April
      2006, UgoMedia Interactive Corporation and we entered into a stipulated payment
      order, which was filed in the District Court of Clark County, Nevada in a breach
      of contract case which we had brought against UgoMedia in July 2004. Pursuant
      to
      the order, UgoMedia is obligated to pay us an aggregate of $315,000 during
      the
      period from April 2006 to October 2006. UgoMedia had paid us $61,500, but has
      defaulted on the remainder of the payment as of September 30, 2006. As a result
      of UgoMedia’s failure to make payment, we have the right to immediately enter
      judgment for the balance then due, less payments previously received, together
      with interest on the then unpaid balance at the rate of 8% per annum until
      fully
      paid. The order also provides that one of the individual defendants is subject
      to a $40,000 judgment inclusive of the $315,000 that was owed to us by Ugomedia;
      however, this judgment is subject to a dollar-for-dollar credit for all sums
      paid to us by UgoMedia. We also have the right to enter judgment against the
      individual, subject to the credit and any amounts paid to us by the individual,
      if UgoMedia fails to make the scheduled payments or cure such failure. We
      entered judgment on December 15, 2006 and are in the process of collecting
      the
      judgment.





In
      June
      2006, we contacted Escape International, Inc. regarding a lawsuit between us
      filed on November 4, 2004, in the District Court, Clark County, Nevada. As
      a
      result of our communications with Escape, we settled the matters between us.
      Escape paid us $25,000 and Escape and we entered into a new contract pursuant
      to
      which we are providing them with management consulting services.





On
      September 13, 2006, we filed a lawsuit against Supremacy Financial Corporation
      in the District Court of
      Clark
      County, Nevada for breach of contract among other claims. We provided management
      consulting services to Supremacy; however, they did not pay us all of the
      compensation to which we are entitled under the contract. We are seeking
      $70,000, the issuance of 500,000 shares of common stock of Supremacy and the
      issuance of 500,000 cashless warrants enabling us to purchase additional shares
      of common stock of Supremacy at $0.20 per share.





We
      are a
      party to various litigation that is normally incident to our business and which,
      individually and in the aggregate, do not involve claims against us for damages,
      exclusive of interest and costs, in excess of 10% of the current assets of
      the
      Company.





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





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





**PART
      II**





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





**Market
      Information**





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




9




**Fiscal
                2006 Quarters Ended:**
            
            **High**
            **Low**September
                30, 2006
            
            $0.37
            $0.37June
                30, 2006
            
            $0.125
            $0.125March
                31, 2006
            
            $0.34
            $0.32December
                31, 2005
            
            $0.58
            $0.51





**Fiscal
                2005 Quarters Ended:**
            
            **High**
            **Low**September
                30, 2005
            
            $1.39
            $1.29June
                30, 2005
            
            $1.10
            $1.10March
                31, 2005
            
            $1.25
            $1.20December
                31, 2004
            
            $0.51
            $0.47





**Holders
      of Record**





As
      of
      November 1, 2006, there were 70 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**





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





**Purchaser**
            **Shares
                of**
              **Common
                Stock**
            **Consideration**
            **Value**
            **Date**Individual
                Consultant
            50,000
            Individual
                Consultant
            $8,500
            07/25/2006Individual
                Consultant
            10,000
            Individual
                Consultant
            $2,600
            09/08/2006Individual
                Consultant
            30,000
            Individual
                Consultant
            $7,800
            09/08/2006





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





For
      a
      discussion of unregistered
      sales of our equity securities during the first, second and third quarters
      of
      the fiscal year covered by this report, please see our amended quarterly reports
      on Forms 10-QSB/A filed on December 8, 2006 for the first quarter and December
      11, 2006 for the second and third quarters.





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





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




10




**Overview**





We
      are a
      management consulting services firm that educates and assists companies to
      improve their business, management and regulatory compliance processes and
      ultimately to become fully reporting public companies with their securities
      quoted and traded. We assist small, privately held, businesses create long-term
      value for their shareholders and partners by obtaining and maintaining access
      to
      the public capital markets. We provide educational materials that help private
      companies successfully operate their businesses and determine whether they
      should become public and the appropriate methods available to them, management
      consulting services and advice as these private companies go through the process
      of becoming fully reporting, publicly traded companies, and regulatory
      compliance services aimed at maintaining their public status. In addition,
      we
      created the PCMC Bulletin Board 30 IndexTM, a comprehensive tracking index of
      OTCBB stocks to increase awareness of the OTCBB as a public equity market and
      our exposure to small business issuers.




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.





**How
      We Generate Revenue**





During
      fiscal 2006, we derived revenue from the following activities:





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





*Management
      Consulting Services* .
      We
      currently generate most of our revenue from management consulting services
      that
      we provide to our clients in their process to become fully reporting, publicly
      traded companies. Our rate for these services is $350 per hour; however, we
      offer these services for a flat-fee consisting of cash and restricted shares
      of
      the client’s common stock. We value the restricted shares at the price per share
      of contemporaneous sales of common stock by our clients to unrelated third
      parties. When there is no public trading market and there have been no recent
      private sales of the common stock, we record the value as deferred revenues.
      Effective with the second quarter ended March 31, 2005, we adopted a revenue
      recognition policy in which we recognize a portion of the revenue related to
      our
      consulting contracts at the completion of each of the following four
      milestones:





(i)
            initial
                due diligence of client’s business and operations and private round of
                initial financing (20%);


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


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






11




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





As
      soon
      as practicable after we accept a client, we receive shares of common stock.
      As
      soon as practicable after that the client sells shares to third parties
      unrelated to us; thus, our first milestone is met and we use that price per
      share to value our shares and recognize 20% of that value as revenue along
      with
      20% of the cash portion of the contract.





*Compliance
      Services.* We plan
      to generate more revenue from compliance services under twelve-month contracts
      once our clients are required to file periodic and other reports with the SEC.
      These services will also include corporate governance matters under the
      Sarbanes-Oxley Act of 2002. Our rate for these services is $350 per hour;
      however, historically we have contracted for these services for a flat-fee
      consisting of cash and restricted shares of the client’s common stock. Under our
      new engagements, we provide these services solely for cash.





**Known
      Trends, Events and Uncertainties**





Marketing





During
      fiscal 2006, we progressively reduced the amount of advertising dollars that
      we
      spent to promote white papers, open lines, consultations and other marketing
      activities directed at generating client leads to focus more of our attention
      on
      broadening our executive management team, developing improved contracts for
      our
      services, evaluating opportunities to offer potential new services, developing
      tools to measure our efficiency, as well as heightened client prescreening.
      We
      signed fewer new clients during fiscal 2006, but our existing clients moved
      further through the process of becoming fully reporting public companies. As
      a
      result, four of our clients reached the third milestone by having their
      registration statements filed with the SEC declared effective. Three of these
      clients along with two additional clients also reached the second milestone
      during fiscal 2006. We believe that our focus on existing rather than new
      clients during fiscal 2006 allowed us to improve our business model and
      processes and had a positive effect on our revenue and results of operations.





We
      believe that we are in a better position than we were at the end of fiscal
      2005
      to service new clients. After fiscal 2006, we increased our advertising
      activities directed at client acquisition and we plan to continue to improve
      our
      business model and processes.





Nevada
      Economic Development





According
      to the Nevada Secretary of State, there are 300,000 corporations domiciled
      in
      Nevada. During 2006, 41,083 corporations have been formed in Nevada and 39,052
      and 35,186 corporations were formed in Nevada during 2005 and 2004,
      respectively. We believe that at this time, there are advantages to
      concentrating our marketing efforts in the State of Nevada because we perceive
      Nevada as offering the following benefits:





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


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





We
      plan
      to increase our public awareness and client base in the State of Nevada through
      print advertisements geared towards business professionals by reinforcing our
      position as an educational resource as well as a service provider.  We
      believe that increased public awareness of our educational materials, services
      and Nevada roots could bring new resources and create jobs in Nevada as well
      as
      assist in turning Nevada into a platform to develop capital markets for small
      business issuers.




12




Our
      President, CEO and majority shareholder and our CFO are both Nevada residents.
      They have networks of business contacts who can assist us in creating our public
      awareness in Nevada and assist us in the development of Nevada companies. Our
      CEO is also actively involved in Nevada politics. We plan to create a Nevada
      advisory board of approximately ten prominent businesspersons and politicians
      to
      aid in our goals of increasing our public awareness and developing a strong
      client base in Nevada which we believe will contribute to the overall economic
      growth of the State and further benefit our business.





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. For example, we signed a
      client in March 2005 and earned revenue for the client reaching the first
      milestone during that same month. The client experienced delays which continue
      to persist and a run up of costs in reorganizing and providing suitable
      financial statement information for purposes of a registration statement or
      a
      private placement of their common stock, which the client never commenced.
      As a
      result, the client’s financial statements became unusable for their intended
      purpose. Although we last earned revenue from this client in March 2005, we
      have
      continued to provided management consulting services to the client. The client
      has improved its business processes, engaged an audit coordinator and is
      continuing with the process. We believe that we will earn the remainder of
      the
      revenue regarding this client during the next twelve months.





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 2006, we introduced audit coordinators into 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. 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. We expect that audit coordinators will shorten
      the
      time it takes for our clients to prepare their financial statements and reach
      milestones, which should have a positive effect on our revenue and results
      of
      operations.





Technology





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




13




We
      are
      implementing a web-based system for project planning and time tracking.  We
      will be 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 this
      new system will support our ongoing process of improving operational efficiency
      and profitability.  The system's web-based interface will allow us and the
      professional service providers who serve our clients to track their time on
      client engagements. The system is also being integrated with our accounting
      system which we expect will accelerate our accounts receivable process for
      additional services which we can bill by the hour.





We
      plan
      to implement software to help develop our business strategy and track our key
      performance indicators on a monthly basis and financial ratio analysis on a
      quarterly basis.  We plan for our executive management team and Global
      Advisory Board to use the resulting strategy and financial scorecards to
      identify opportunities for improvement and to communicate our progress in these
      areas to shareholders, regulatory agencies, financial analysts and the
      media.





**Results
      of Operations For The Year Ended September 30, 2006 Compared to the Year Ended
      September 30, 2005**





During
      fiscal 2006, we focused on strategic initiatives relating to our business model,
      which included but are not limited to: broadening our executive management
      team,
      implementing merit based compensation for our executive officers and other
      independent contractors, improving the screening of new clients, drafting
      clearer contracts for our services, evaluating new potential opportunities
      to
      provide management consulting and regulatory compliance services, reevaluating
      our group of clients with a renewed focus on their ability to become public
      companies, and increasing intensity on moving more mature clients further
      through the process. Our efforts resulted in more revenue and lower general
      and
      administrative expenses during fiscal 2006.





Our
      revenue increased $390,800, or 27%, to $1,813,335 for fiscal 2006, as compared
      to $1,422,535 for fiscal 2005. In fiscal 2006, we generated most of our revenue
      from management consulting services. Whether or not we met the milestones for
      recognizing such revenue was dependent on the time it took for our clients
      to
      move through the process of becoming fully reporting, publicly traded companies.
      Historically, our clients have faced obstacles in undertaking this process
      which
      included preparing financial and other information. During fiscal 2006, we
      introduced audit coordinators into our business model to assist our clients
      in
      preparing their financial statements which they need to reach milestones. The
      increase in revenue for fiscal 2006 as compared to fiscal 2005 is primarily
      attributable to our clients reaching more milestones. In addition, we received
      a
      significant income boost from a client who issued us stock related to services
      performed prior to fiscal 2006.





General
      and administrative expense decreased $2,308,807, or 61%, to $1,460,451 for
      fiscal 2006, as compared to general and administrative expense of $3,769,258
      for
      fiscal 2005. Marketing, advertising and other outside services decreased
      $1,082,886, officer compensation decreased $842,649, accounting fees and
      expenses decreased $88,742, and other expenses related to our operations and
      administrative activities decreased $294,530. A major portion of the decrease
      in
      general and administrative expense resulted from the issuance of fewer shares
      of
      our common stock and assets for services which was $369,835 during fiscal 2006
      as compared to $1,705,827 during fiscal 2005 and a decrease in the market price
      of our common stock which is used to value the shares on the date of
      grant.





Bad
      debt
      expense increased $96,520, 89%, to $205,020 for fiscal 2006, as compared to
      bad
      debt expense of $108,500 for fiscal 2005. During fiscal 2006, we reevaluated
      our
      group of clients with a renewed focus on their ability to make it through the
      process of becoming fully reporting, publicly traded companies, and, as a
      result, we determined that certain cash and stock receivables were
      uncollectible.




14




Depreciation
      and amortization expenses decreased $9,203, 17%, to $42,601 for fiscal 2006,
      as
      compared to $51,624 for fiscal 2005. The decrease in depreciation and
      amortization was primarily a result of having certain capitalized website costs
      becoming fully depreciated during fiscal 2006.




Total
      operating expenses decreased $2,221,310, or 57%, to $1,708,072 for fiscal 2006,
      as compared to total operating expenses of $3,929,382 for fiscal 2005. The
      decrease in total operating expenses was primarily attributable to the decrease
      in general and administrative expense.





Interest
      expense increased $9,483, or 47%, to $29,466 for fiscal 2006, as compared to
      interest expense of $19,983 for fiscal 2005. The increase in interest expense
      was due to a charge as consideration for the consolidation and renewal
      modification of a note payable which was eventually assumed by our President and
      CEO.





Interest
      income decreased to $31 for fiscal 2006, as compared to interest income of
      $14,417 for fiscal 2005. The decrease in interest income was due to a reduction
      in notes receivable.





Realized
      gain on sale of assets decreased to $-0- for fiscal 2006, as compared to
      realized gain on sale of assets of $198,017 for fiscal 2005. The decrease in
      realized gain on sale of assets was due to the sale of investments in real
      estate during fiscal 2005. We no longer hold investments in real estate and
      did
      not have any such sales during fiscal 2006.





Realized
      loss on sale of marketable securities was $39,644 for fiscal 2006, as compared
      to realized gain on sale of marketable securities of $26,028 for fiscal 2005.
      The change from realized gain to realized loss on sale of marketable securities
      was due to the net declines in the market values of marketable
      securities.





Unrealized
      loss on marketable securities decreased $89,793, or 14%, to $564,330 for fiscal
      2006, as compared to unrealized loss on marketable securities of $654,123 for
      fiscal 2005. The decrease in unrealized loss on marketable securities was
      primarily due to changes in the values of marketable securities.





We
      recorded a full valuation allowance against deferred tax assets for fiscal
      2006,
      because management believes it is more likely than not that deferred tax assets
      will not be realized. We had a deferred income tax benefit of $640,427 for
      fiscal 2005, and no valuation allowance was recorded.





We
      had a
      net loss of $528,146 (and loss per share of $0.02) for fiscal 2006, as compared
      to a net loss of $2,302,064 (and loss per share of $0.11) for fiscal 2005.
      The
      decrease of $1,773,918, or 77%, in the net loss was primarily attributable
      an
      increase in revenue and a decrease in total operating expenses.





We
      had an
      accumulated deficit of $1,451,113 and total stockholders’ equity of $895,278 as
      of September 30, 2006.





**Liquidity
      and Capital Resources**





We
      had
      total current assets of $992,564 as of September 30, 2006, which consisted
      of
      cash of $11,043, net accounts receivable of $41,741, marketable securities
      of
      $933,352 and other assets of $6,428.





We
      had
      total current liabilities of $4,100,981 as of September 30, 2006, which
      consisted of deferred revenues of $3,408,675, accrued expenses to related
      parties of $248,012, accounts payable and accrued expenses of $155,860, bank
      lines of credit of $37,663, current portion of installment notes payable of
      $30,347 and $220,424 of related party advances that we have received from
      Stephen Brock our President and CEO. During fiscal 2006, we accrued compensation
      of $180,000 to Mr. Brock and stock-based compensation of $68,012 to other
      executive officers.





We
      had
      negative working capital of $3,108,417 as of September 30, 2006. The ratio
      of
      current assets to current liabilities was 24% as of September 30,
      2006.




15




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. Until this time, there is no market for the shares of our clients’
common stock which we receive in lieu of cash payments for our services. Our
      billing rate for these services is $350 per hour; however, we offer these
      services for a flat-fee ranging between 19% -to-22% cash, some of which we
      apply
      to cover our overhead and the remainder in restricted shares of the clients’
common stock. Until such time as our clients’ common stock becomes publicly
      traded, we classify our shares as non-marketable securities, 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. As our clients become fully reporting,
      publicly traded companies, non-marketable securities, which was $3,965,128
      as of
      September 30, 2006, would become marketable securities and deferred revenues,
      which was $3,408,675 as of September 30, 2006, would decrease. 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. Accounts payable
      and accrued expenses decreased $57,338 during fiscal 2006, however expenses
      accrued to related parties increased by $248,012 during fiscal 2006, which
      had
      an adverse effect on our working capital. Accrued expenses to related parties
      consisted of compensation payable to Stephen Brock, our President and CEO,
      and
      other executive officers. We believe that we could decrease the relative amount
      of these current liabilities as our clients’ common stock becomes publicly
      traded and we are able to sell shares that we own for cash and use that cash
      to
      pay expenses.





Having
      clients that have made it through the process of becoming publicly traded also
      drives our ability to generate cash flows from operations. However, even if
      markets do develop for the shares of client common stock which we hold, those
      markets will most likely be illiquid and highly volatile. We could continue
      to
      face difficulty in generating positive cash flows from operations from sales
      of
      the marketable securities.





During
      fiscal 2006, we consumed net cash in the amount of $29,018; consisting of
      $135,048 used in operations which was partially offset by $106,030 provided
      by
      financing activities.





Net
      cash
      used in operating activities was $135,048 for fiscal 2006, consisting of net
      loss of $528,146, and increase in marketable and non-marketable securities
      of
      $2,555,695, a decrease in accounts payable and accrued expenses of $57,338
      and
      an increase in other assets of $7 which were offset by adjustments for
      depreciation and amortization of $42,601, bad debt expense of $205,020 and
      stock
      issued for services of $369,835, a decrease in accounts and stock receivable
      of
      $155,695, a decrease in notes receivable of $56,500 and an in accrued expenses
      to related parties of $248,012.





We
      did
      not have cash flows from investing activities for fiscal 2006.





Net
      cash
      provided by financing activities was $106,030 for fiscal 2006, consisting of
      advances from related party of $136,224 which was partially offset by net
      payments on bank line of credit of $2,038 and payments on installment notes
      payable of $28,156. Advances from related party represents amounts we received
      from Stephen Brock, our President and CEO, including his personal assumption
      of
      a note payable that we borrowed from an individual with whom Mr. Brock has
      a
      business relationship and an entity controlled by such individual.





We
      believe that we can meet our cash requirements during the next twelve months
      from sales of marketable securities, new clients, client milestone cash payments
      due, and certain capital raising efforts being undertaken. Further, in the
      past,
      Stephen Brock has provided personal capital funding to us. Mr. Brock has
      expressed his intent to continue to support our operations with additional
      funds
      in the event other outside funding sources or sales of marketable securities
      do
      not provide sufficient funds during the next twelve months; provided, however,
      that Mr. Brock is financially able to do so, of which there can be no assurance.
      During fiscal 2006, we increased our efforts, which involved litigation in
      some
      instances, to collect cash payments owed to us from clients who had breached
      our
      agreements. We plan to continue these efforts during the next twelve months.
      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.





16




Since
      the
      end of fiscal 2006, Stephen Brock provided us with $300,000 of funding for
      our
      operations. Further, we are seeking a greater line of credit to finance our
      operations until more clients’ commons stock becomes publicly traded and we are
      able to dispose of our shares.




**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. Effective with the second quarter
      ended March 31, 2005, we adopted a revenue recognition policy for management
      consulting services based on the value received by our clients at measurable
      milestones in the public reporting process. We concluded that the relative
      values of our consulting services for each of the milestones are as follows:
      (i)
      initial due diligence of client’s business and operations and private round of
      initial financing (20%), (ii) client’s preparation of a second round of
      financing in the form of a private placement memorandum or a registration
      statement for filing with the SEC (20%), (iii) effectiveness of client’s
      registration statement (25%) and (iv) client’s qualification for quotation on
      the OTCBB or listing on a securities market or exchange (35%). 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 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, most of our contracts had not made it past the
      second milestone and we had deferred revenues of $3,408,675, 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. Management estimates the value of
      non-marketable securities based on contemporaneous third party private sales.
      Non-marketable securities are reflected on our balance sheet at historical
      costs. As of September 30, 2006, we had non-marketable securities valued at
      $3,965,128 as a result of third party private sales by our current and former
      clients of their common stock at per share prices ranging from $0.10 to $0.75. As
      our
      clients become fully reporting, publicly traded companies, non-marketable
      securities would become marketable securities which are carried at their fair
      value based upon quoted market prices of those securities at each period-end. Due
      to
      the uncertainty inherent in valuing securities that are not publicly traded,
      our
      determinations of fair value of non-marketable securities may differ
      significantly from the values that would exist if a ready market for these
      securities existed; therefore, t he
      value
      of securities we hold as non-marketable securities could be significantly
      different than their value as marketable securities.




17




**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 $350 per hour. There is no assurance that
      a
      market will develop for these securities or, if one does develop, that it would
      be characterized by liquidity and stability. In addition, such securities are
      “restricted securities” as that term is defined in Rule 144 under the Securities
      Act of 1933 and are not freely transferable without registration or an exemption
      from registration. We may be unable to sell or distribute such securities at
      the
      times we would like if at all.





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





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





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





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





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





The
      shares of common stock of clients that we receive for our services are valued
      using a fair value determination made in good faith in accordance with our
      established guidelines. Initially, the fair value of the common stock is based
      contemporaneous third party private sales. These sales have ranged from $0.10
      to
      $1.00 per share. These prices are arbitrarily determined by our clients’
management and bear no relationship to our clients’ assets, earnings or book
      value, or any other objective standard of value. Due to the uncertainty inherent
      in valuing securities that are not publicly traded, our determinations of fair
      value may differ significantly from the values that would exist if a ready
      market for these securities existed. The value of securities we hold as
      non-marketable securities could be significantly different than their value
      as
      marketable securities.




18




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





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





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





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





***We
      have obtained a copy of an order of private investigation by the SEC in the
      matter of M & A Capital Advisers, LLC.***





On
      August
      4, 2006, the Securities and Commission issued an order of private investigation
      in the matter of M & A Capital Advisers, LLC. Stephen Brock, our President,
      CEO and majority shareholder is the sole owner of M & A Capital Advisers,
      LLC. We are cooperating with the Commission’s investigation.





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





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





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





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


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


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


·
            Sales
                of stock by our stockholders;


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


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





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




19




***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 owns 68.4% 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 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.




20





**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 sheet of Public Company Management
      Corporation (PCMC) as of September 30, 2006, and the related consolidated
      statements of operations, stockholders’ equity and cash flows for the years
      ended September 30, 2006 and 2005. These financial statements are the
      responsibility of PCMC’s management. Our responsibility is to express an opinion
      on these financial statements based on our audits.





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





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of PCMC as of September 30, 2006
      and
      the results of its operations and its cash flows for the years ended September
      30, 2006 and 2005 in conformity with accounting principles generally accepted
      in
      the United States of America.





Restatement
      - as further discussed in Note 1 to the consolidated financial statements,
      PCMC
      restated the Consolidated Statements of Cash Flows for the year ended September
      30, 2005 to classify Proceeds from Sale of Marketable Securities from Net
      Cash
      Provided by Investing Activities to Net
      Cash
      Used in Operating Activities .





Malone
      & Bailey, PC


www.malone-bailey.com


Houston,
      Texas





November
      8, 2006





21




PUBLIC
      COMPANY MANAGEMENT CORPORATION


CONSOLIDATED
      BALANCE SHEET


September
      30, 2006





ASSETSCurrent
                AssetsCash
            
            $
            11,043Accounts
                receivable, net of $45,000 allowance for doubtful accounts
            
            
            41,741Marketable
                securities
            
            
            933,352Other
                assets
            
            
            6,428Total
                Current Assets
            
            
            992,564Stock
                receivable, net of $45,000 allowance for doubtful accounts
            
            
            4,500Non-marketable
                securities
            
            
            3,965,128Furniture
                and equipment, net of accumulated depreciation of $46,924
            
            
            52,625Website,
                net of accumulated amortization of $58,946
            
            
            11,758TOTAL
                ASSETS
            
            $
            5,026,575LIABILITIES
                AND STOCKHOLDERS’ EQUITYCurrent
                LiabilitiesAccounts
                payable and accrued expenses
            
            $
            155,860Accrued
                expenses to related parties
            
            
            248,012Current
                portion of installment notes payable
            
            
            30,347Bank
                lines of credit
            
            
            37,663Related
                party advances
            
            
            220,424Deferred
                revenues
            
            
            3,408,675Total
                Current Liabilities
            
            
            4,100,981Long
                Term LiabilitiesLong-term
                portions of installment note payable
            
            
            30,316TOTAL
                LIABILITIES
            
            
            4,131,297Stockholders’
                EquityCommon
                stock, $.001 par value, 50,000,000 shares authorized, 23,654,412
                shares
                issued and outstanding
            
            
            23,654Paid
                in capital
            
            
            2,322,737Accumulated
                deficit
            
            
            (1,451,113
            )TOTAL
                STOCKHOLDERS’ EQUITY
            
            
            895,278TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY
            
            $
            5,026,575








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


22


PUBLIC
      COMPANY MANAGEMENT CORPORATION


CONSOLIDATED
      STATEMENTS OF OPERATIONS


For
      the
      Years Ended September 30, 2006 and 2005





2006
            
            2005Revenue
            
            $
            1,813,335
            
            $
            1,422,535General
                and administrative
            
            
            1,460,451
            
            
            3,769,258Bad
                debt expense
            
            
            205,020
            
            
            108,500Depreciation
                and amortization
            
            
            42,601
            
            
            51,624Total
                operating expenses
            
            
            1,708,072
            
            
            3,929,382Net
                income (loss) from operations
            
            
            105,263
            
            
            (2,506,847
            )Other
                income and (expense)Interest
                expense
            
            
            (29,466
            )
            
            (19,983
            )Interest
                income
            
            
            31
            
            
            14,417Realized
                gain on sale of real estate and other assets
            
            
            -
            
            
            198,017Realized
                (loss) gain on sale of marketable securities
            
            
            (39,644
            )
            
            26,028Unrealized
                loss on marketable securities
            
            
            (564,330
            )
            
            (654,123
            )Total
                other income (expense)
            
            
            (633,409
            )
            
            (435,644
            )Loss
                before income taxes
            
            
            (528,146
            )
            
            (2,942,491
            )Deferred
                income tax benefit
            
            
            -
            
            
            (640,427
            )NET
                LOSS
            
            $
            (528,146
            )
            $
            (2,302,064
            )Weighted
                average shares outstanding
            
            
            23,130,166
            
            
            21,516,399Basic
                and diluted loss per share
            
            $
            (0.02
            )
            $
            (0.11
            )




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


23


PUBLIC
      COMPANY MANAGEMENT CORPORATION


CONSOLIDATED
      STATEMENTS OF CASH FLOWS


For
      the
      Years Ended September 30, 2006 and 2005





20052006
            
            (Restated)Cash
                Flows Used in Operating ActivitiesNet
                (loss) income
            
            $
            (528,146
            )
            $
            (2,302,064
            )Adjustments
                to reconcile net (loss) income to net cash used in operating activities:Depreciation
                and amortization
            
            
            42,601
            
            
            51,624Bad
                debt expense
            
            
            205,020
            
            
            108,500Gain
                on sale of investments
            
            
            -
            
            
            (198,017
            )Stock
                issued for services
            
            
            369,835
            
            
            1,705,827Deferred
                income tax
            
            
            -
            
            
            (640,427
            )Changes
                in:Marketable
                and non marketable securities
            
            
            (2,555,695
            )
            
            (509,815
            )Accounts
                and stock receivable
            
            
            155,695
            
            
            (127,625
            )Notes
                receivable
            
            
            56,500
            
            
            25,000Other
                assets
            
            
            (7
            )
            
            36,579Accounts
                payable and accrued expenses
            
            
            (57,338
            )
            
            145,764Accrued
                expenses to related parties
            
            
            248,012
            
            
            -Deferred
                revenue
            
            
            1,928,475
            
            
            1,251,867Net
                Cash Used in Operating Activities
            
            
            (135,048
            )
            
            (452,787
            )Cash
                Flows Provided by Investing ActivitiesProceeds
                from sale of real estate
            
            
            -
            
            
            443,017Purchase
                of furniture and equipment
            
            
            -
            
            
            (7,700
            )Net
                Cash Provided by Investing Activities
            
            
            -
            
            
            435,317Cash
                Flows Provided by (Used in) by Financing ActivitiesNet
                payments on bank line of credit
            
            
            (2,038
            )
            
            (8,309
            )Proceeds
                from notes payable
            
            
            -
            
            
            84,200Payments
                on installment notes payable
            
            
            (28,156
            )
            
            (178,567
            )Sale
                of common stock
            
            
            -
            
            
            6,698Advances
                from related party
            
            
            136,224
            
            
            -Net
                Cash Provided by (Used in) Financing Activities
            
            
            106,030
            
            
            (95,978
            )Net
                decrease in cash
            
            
            (29,018
            )
            
            (113,448
            )Cash
                at beginning of period
            
            
            40,061
            
            
            153,509Cash
                at end of period
            
            $
            11,043
            
            $
            40,061Cash
                paid during the year for:Interest
            
            $
            30,496
            
            $
            14,417Income
                taxes
            
            $
            -
            
            $
            -




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


24


PUBLIC
      COMPANY MANAGEMENT CORPORATION


CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS’ EQUITY


For
      the
      Years Ended September 30, 2006 and 2005





COMMON
                STOCKCOMMON
              
              SHARES
            
            STOCK
              
              AMOUNT
            
            PAID
              IN
              CAPITAL
            
            ACCUMULATED
              DEFICIT
            
            TOTAL
              STOCKHOLDERS’
              EQUITYBalance
                at September 30, 2004
            
            
            15,731,274
            
            $
            15,731
            
            $
            255,536
            
            $
            1,379,097
            
            $
            1,650,364Reverse
                merger
            
            
            4,593,350
            
            
            4,593
            
            
            (4,593
            )Stock
                sold for cash
            
            
            64,835
            
            
            65
            
            
            6,633
            
            
            
            
            
            6,698Stock
                issued for services
            
            
            2,163,712
            
            
            2,164
            
            
            1,696,427
            
            
            
            
            
            1,698,591Net
                loss
            
            
            
            
            
            
            
            
            
            
            
            (2,302,064
            )
            
            (2,302,064
            )Balance
                at September 30, 2005
            
            
            22,553,171
            
            $
            22,553
            
            $
            1,954,003
            
            $
            (922,967
            )
            $
            1,053,589Stock
                issued for services
            
            
            1,101,241
            
            $
            1,101
            
            $
            368,734
            
            
            
            
            $
            369,835Net
                loss
            
            
            
            
            
            
            
            
            
            
            
            (528,146
            )
            
            (528,146
            )Balance
                at September 30, 2006
            
            
            23,654,412
            
            $
            23,654
            
            $
            2,322,737
            
            $
            (1,451,113
            )
            $
            895,278




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


25


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, MyOffiz, Inc. ("MyOffiz") entered
      into an exchange Agreement with the certain controlling shareholders of
      GoPublicToday.com, ("GPT"), Pubco WhitePapers, Inc., ("PWP"), Nevada Management
      Corporation, Inc., formerly Nevada Fund ("NMC") which is now dormant, and Public
      Company Management Services, Inc. ("PCMS").  Pursuant to the Agreement,
      MyOffiz acquired approximately 92.1% of the outstanding shares of GPT, all
      of
      the outstanding shares of PWP, approximately 98.0% of the outstanding shares
      of
      NMC, and all of the outstanding shares of PCMS in exchange for an aggregate
      of
      15,326,650 newly issued treasury shares of MyOffiz's common stock. The
      acquisition was 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
      of these entities have been wholly or mostly owned by Stephen Brock or entities
      under his majority control since their inception.  All of these entities
      were purchased by an inactive publicly-traded entity called MyOffiz, Inc. on
      October 1, 2004.  For purposes of this financial statement, all of these
      entities 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.




26




*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.  Management values the
      non-marketable securities received in exchange for services provided using
      prices from third party private sales of these securities.  Management
      assesses non-marketable securities for impairment at each period-end based
      on,
      but not limited to, subsequent third party private sales and liquidity of the
      underlying company. Non-marketable securities are periodically reviewed to
      determine if their value should be impaired from their initial
      issuance.





*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 (previously it was due when the client
      began an initial private placement) and the cash portion is due in installments
      immediately prior to the achievement of milestones.




Providing
      management consulting services may take several months. 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 (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%).




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




27




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
      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.





*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.





*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 consist of amounts spent on design and
      creation of the graphics and website operation and are amortized on a
      straight-line basis over their estimated useful lives of three years.
 Amounts spent on early conceptualizing, maintenance or content are
      expensed as incurred.  Amortization expense totaled $25,429 and $32,044 in
      fiscal 2006 and 2005, respectively.





*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.




28




*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
      Options and Warrants.* PCMC
      accounts for stock-based compensation to employees under the intrinsic value
      method.  Under this method, PCMC recognizes no compensation expense for
      stock options granted when the number of underlying shares is known and exercise
      price of the option is greater than or equal to the fair market value of the
      stock on the date of grant.  PCMC accounts for stock-based compensation to
      non-employees under the fair value method using the Black-Scholes option-pricing
      modeling method.  There are no options or warrants outstanding as of
      September 30, 2006.





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





*Restatements.* PCMC
      restated the Consolidated Statements of Cash Flows for the year ended September
      30, 2005 to change the classification of Proceeds from Sale of Marketable
      Securities from Net
      Cash
      Provided by Investing Activities to Net
      Cash
      Used in Operating Activities .
      The
      effect of the restatement on Net
      Cash
      Provided by (Used in) Operating Activities and Net
      Cash
      Provided by (Used in) Investing Activities is as
      follows.





2005As
                originally reported:Net
                Cash Used in Operating Activities
            
            $
            (814,439
            )Net
                Cash Provided by Investing Activities
            
            $
            796,969As
                restated:Net
                Cash Used in Operating Activities
            
            $
            (452,787
            )Net
                Cash Provided by Investing Activities
            
            $
            435,317





NOTE
      2 -
      LIQUIDITY





As
      shown
      in the accompanying financial statements, PCMC incurred losses from operations
      and had negative cash flows from operations during fiscal 2006.
 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 committed to loan money to PCMC should PCMC not be
      able to otherwise fund its working capital
      requirements.





NOTE
      3 -
      MARKETABLE SECURITIES





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




29




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





Cost
            
            Fair
                ValueMarketable
                Securities
            
            $
            1,126,564
            
            $
            933,352





Investment
      income for the years ended September 30, 2006 and 2005 consists of the
      following:





2006
            
            2005Gross
                realized gains from sales of trading securities
            
            $
            72
            
            $
            113,827Gross
                realized losses from sales of trading securities
            
            
            (39,716
            )
            
            (87,799
            )Net
                unrealized holding gains (losses)
            
            
            (564,330
            )
            
            (654,123
            )Net
                investment income (loss)
            
            $
            (603,974
            )
            $
            (628,095
            )





NOTE
      4 -
      NOTES RECEIVABLE





In
      accordance with the terms of a Settlement Agreement and Mutual Release of
      Claims, PCMC accepted a non-interest bearing note receivable from a client
      for
      amounts owing to PCMC.  Under the terms of the settlement, PCMC converted
      receivables totaling $250,000 into 1,500,000 shares of client stock receivable
      valued at $150,000 and $100,000 in cash receivable, less estimated client legal
      fees of $18,500.  During the year ended September 30, 2005, PCMC received
      1,500,000 restricted shares of the clients’ stock and $25,000 in cash.  The
      remaining cash balance of the note receivable totaling $56,500 was collected
      during the year ended September 30, 2006.   A loss on the settlement
      of $18,500 was recorded to bad debt expense in the year ended September 30,
      2005.





NOTE
      5 -
      PROPERTY AND EQUIPMENT





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





Estimated
              Useful
                Life
            
            Cost
            
            Accumulated
              Depreciation
            
            Net
                Book
              ValueVehicle
            
            
            5
                Years
            
            $
            61,938
            
            $
            (18,582
            )
            $
            43,356Office
                furniture and fixtures
            
            
            7
                years
            
            
            15,086
            
            
            (9,276
            )
            
            (5,810
            )Office
                computers and equipment
            
            
            3
                years
            
            
            22,542
            
            
            (19,084
            )
            
            3,458TOTAL
            
            
            
            
            $
            99,566
            
            $
            (46,942
            )
            $
            52,624





Depreciation
      expense totaled $17,173 and $19,580 for the years ended September 30, 2006
      and
      2005, respectively.


30





NOTE
      6 -
      INVESTMENT IN REAL ESTATE PROPERTIES





During
      fiscal 2005, PCMC sold its investments in two real estate properties for a
      net
      sales price of $443,017.  After paying off the mortgage, PCMC received net
      proceeds of $278,343 on the sales and recognized gains on the sales totaling
      $198,017.





NOTE
      7 -
      BANK LINE OF CREDIT





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





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





NOTE
      8 -
      NOTE PAYABLE





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





Note
                payable to Bank of America, with payments of $1,087.26 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.
            
            $
            31,150Loan
                payable to Infiniti Financial Services, with payments of $1,509.95
                per
                month, bearing interest at 2.9% per annum, secured by a company vehicle.
                The loan matures in June, 2008
            
            
            29,51360,663Less:
                Current portion
            
            
            30,347Total
                Long-Term Debt
            
            $
            30,316





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





Twelve
                Months Ending September 30,
            
            Amount2007
            
            $
            30,3472008
            
            
            20,9722009
            
            
            9,344Total
                Long-Term Debt
            
            $
            60,663





NOTE
      9 -
      INCOME TAXES





PCMC
      had
      deductible net operating losses of approximately $333,000 at September 30,
      2006.  These expire 20 years after incurred. Components of deferred
      tax assets and liabilities at September 30, 2006 are as
      follows:




31





Deferred
                tax asset
            
            $
            124,000Valuation
                allowance
            
            
            (124,000
            )Net
                deferred tax asset
            
            $
            -




PCMC
      has
      recorded a full valuation allowance against its deferred tax asset since it
      believes it is more likely than not that such deferred tax asset will not be
      realized. The valuation allowance for deferred tax assets as of
      September 30, 2005 is approximately $124,000. The net change in the total
      valuation allowance for the year ended September 30, 2006 was an increase of
      $66,000.





NOTE
      10 -
      COMMON STOCK





During
      the year ended September 30, 2006, PCMC issued the following shares for services
      in each quarter.





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





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





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





NOTE
      11 -
      CONCENTRATIONS





In
      the
      year ended September 30, 2006, one client accounted for approximately 35% of
      total revenues and a second accounted for approximately 11% of total revenues.
      In the year ended September 30, 2005, one customer accounted for approximately
      12% of total revenues. No other customer accounted for more than 10% in the
      years ended September 30, 2006 and 2005.





NOTE
      12 -
      RELATED PARTY TRANSACTIONS





PCMC
      was
      provided office space by its founder President, CEO and majority shareholder
      at
      no cost on a month-to-month basis. During the fiscal years ended September,
      30,
      2006 and 2005, the space was provided at no cost.




32




As
      described more fully in Note 2, above, Stephen Brock has loaned PCMC money
      to
      for its operations. As of September 30, 2006, Mr. Brock had advanced $220,424
      to
      PCMC. Included in this amount is $84,200 formerly payable by PCMC to Aventura
      Holding, Inc. Mr. Brock has personally assumed responsibility for repayment
      of
      this note. During fiscal 2006 we issued a note to Mr. Brock in the principal
      amount of $220,424 which is repayable over five years, bearing interest at
      the
      rate of 12% per annum. Monthly payments on the note are $4,864. Maturities
      of
      this note over the next five years are as follows:





**Twelve
                Months Ending September 30,**
            
            **Amount**2007
            
            $
            34,2942008
            
            
            38,5562009
            
            
            43,4792010
            
            
            48,9612011
            
            
            55,134Total
                Maturities
            
            $
            220,424





During
      the year, PCMC accrued $15,000 per month (or an aggregate of $180,000) of
      compensation to Mr. Brock. No compensation was actually paid to Mr. Brock during
      the year ended September 30, 2006.





During
      the year ended September 30, 2006, PCMC made cash payments of $16,950 to its
      Chief Operating Officer and issued him 125,000 shares of PCMC common stock
      valued at $27,700. As of September 30, 2006, PCMC had accounts payable of $3,787
      to this officer and he was due 55,000 shares of PCMC common stock valued at
      $14,600 pursuant to the agreement between him and PCMC.





During
      the year ended September 30, 2006, PCMC made cash payments of $103,455 to its
      Chief Legal Officer for services rendered to PCMC and PCMC’s client on its
      behalf and issued him 107,000 shares of PCMC common stock valued at $27,100.
      As
      of September 30, 2006, PCMC had accounts payable of $37,125 to this officer
      and
      he was due 54,054 shares of PCMC common stock valued at $12,500 pursuant to
      the
      agreements between him and PCMC.





NOTE
      13 -
      SUBSEQUENT EVENTS





Related
      Party Transactions





Effective
      November 1, 2006, PCMC entered into an agreement with an individual to serve
      as
      PCMC’s Treasurer and Chief Financial Officer. The agreement provides for a
      minimum annual compensation consisting of $24,000 cash and 145,000 registered
      shares of PCMC’s common stock. The individual is also entitled to receive
      restricted and registered shares of PCMC’s common stock based on certain
      milestones as provided in the agreement.




33





Other
      Subsequent Events





In
      November, 2006, one of PCMC’s clients began trading as a public company. As a
      result, 500,000 restricted shares of non-mar ketable
      stock became marketable. Some of the shares that we hold of this client may
      be
      available for resale under Rule 144 of the Securities Act of 1933, as amended,
      provided that at such time the client is current in its filings with the SEC
      and
      has been subject to such filing requirements for at least 90 days.





In
      November, 2006, Stephen Brock loaned $300,000 to PCMC. The loan bears interest
      at a rate 12% per year and is repayable to Mr. Brock over 15 years, with monthly
      payments of principal and interest of $3,601. Payments will begin in December,
      2006.




34





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





None.





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





Evaluation
      of Disclosure Controls and Procedures




Our
      Chief
      Executive Officer and our Chief Financial Officer, after evaluating the
      effectiveness of our “disclosure controls and procedures” (as defined in the
      Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end
      of
      the period covered by this report (the “Evaluation Date”), have concluded that
      as of the Evaluation Date, our disclosure controls and procedures were not
      effective to provide reasonable assurance that information required to be
      disclosed by us in the reports that we file or submit under the Exchange Act
      (i)
      is accumulated and communicated to our management, including our Chief Executive
      Officer and Chief Financial Officer, as appropriate, to allow timely decisions
      regarding required disclosure, and (ii) is recorded, processed, summarized
      and
      reported within the time periods specified in the Commission’s rules and forms.
      Our auditors identified material weaknesses in our controls and procedures
      over
      recording stock-based compensation, revenue recognition and valuation on
      non-marketable securities.





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.





In
      connection with the completion of its audit of, and the issuance of its report
      on, our financial statements for the year ended September 30, 2006, Malone
&
Bailey, PC, our principal independent accountant, identified deficiencies that
      existed in the design or operation of our internal control over financial
      reporting that it considers to be “material weaknesses.” The PCAOB has defined a
      material weakness as a “significant deficiency or combination of significant
      deficiencies that results in more than a remote likelihood that a material
      misstatement of the annual or interim financial statements will not be prevented
      or detected.”





The
      deficiencies in our internal controls related to recording stock-based
      compensation, revenue recognition, and valuation on non-marketable securities.
      The adjustment to stock-based compensation, revenues and non-marketable
      securities were detected in the audit process and have been appropriately
      recorded and disclosed in this report. We are in the process of improving our
      internal control over financial reporting in an effort to remediate these
      deficiencies through improved supervision and training of persons within our
      organization. Additional effort is needed to fully remedy these deficiencies
      and
      we are continuing our efforts to improve internal control over financial
      reporting.





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





Item
                2.03
            Creation
                of a Direct Financial Obligation or an Obligation under an Off-Balance
                Sheet Arrangement of a Registrant.





On
      September 30, 2006, we issued Stephen Brock, our President, CEO and a director,
      an unsecured, five-year promissory note in the principal amount of $220,424
      which bears interest at a rate of 12% per year. We are obligated to pay Mr.
      Brock sixty installments of $4,897 each on the last day of each month with
      the
      first such installment beginning on October 31, 2006 until the principal and
      interest have been paid in full. In the event that we fail to make a payment
      under the note when due or any other default in or breach of our performance
      under the note or any other indebtedness, Mr. Brock may declare all amounts
      evidenced under the note immediately due and payable. In the event that any
      proceeding regarding bankruptcy or insolvency is filed or commenced by or
      against us, all amounts evidenced by under the note shall become due and payable
      automatically and immediately. Mr. Brock had advanced us $136,224 and assumed
      a
      short-term note of ours in the amount of $84,200 including principal and accrued
      interest as consideration for the note.




35




**PART
      III**





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





**Executive
      Officers and Directors**





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





**Name**
            **Age**
            **Position**Stephen
                Brock
            50
            President,
                CEO and DirectorKipley
                J. Lytel
            42
            Secretary,
                COO and DirectorJoshua
                A. Gottesman
            45
            Treasurer
                and CFOTrae
                O'Neil High
            36
            CLODennis
                Hensling
            49
            Senior
                Vice President of Financial Management and
                Marketing





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





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





*Joshua
      A. Gottesman, CPA* ,
      began
      serving as our Treasurer and CFO in November 2006. Mr. Gottesman concurrently
      serves as Principal of the accounting firm of Gregory E. Bruce, Chtd and has
      held this position since January, 2000. During the eight-year period prior
      to
      that, Mr. Gottesman served as a Managing Member of TuKay Consulting LLC, a
      Nevada-based consulting firm, as a Tax Manager of Main Amundson & Co., a
      Nevada-based CPA firm, and in various positions at KPMG Peat Marwick, LLP in
      Washington, DC and Montvale, New Jersey. Mr. Gottesman received an MS in
      Taxation from the University of Baltimore and a BA in Accounting from Towson
      State University. Mr. Gottesman is a member of the Nevada State Board of
      Accountancy, Nevada State Society of CPAs and AFAE/Ruck International, a network
      of local CPA firms.





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




36




*Dennis
      Hensling* ,
      has
      served as our Senior Vice President responsible for financial management and
      marketing since July 7, 2006. Mr. Hensling concurrently serves as Vice President
      of Residential Lending of United American Mortgage Corporation (“UAMC”) and has
      held this position since 1993. UAMC is a family-owned, full-service mortgage
      brokerage firm which funds loans throughout the U.S. Mr. Hensling founded and
      operated Sea Wind Marketing Group, a direct marketing agency that operated
      in
      five states. He is a member of the Professional Networking Group, the National
      Transplant Assistance Fund and the California Association of Mortgage
      Brokers.





**Committees
      of the Board of Directors**





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





**Advisory
      Boards**





Global
      Advisor Board





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





*Steven
      A. Boyko* ,
      age 59, is
      registered with Passport Securities Inc., members of the NASD and SIPC and
      is President
      of Global Market Thoughtware, Inc., an international consulting company
      specializing in global markets and governance regimes. Drawing upon his thirty
      years of business, investment, and financial experience, he founded the
      Entrepreneurial Exchange to create value for small-to-medium enterprises (SMEs)
      through proportionate governance and scalable sponsorship. Upon receiving his
      MBA, Mr. Boyko helped formulate securities regulatory policy for the NASD and
      thereafter spent a successful career in the securities industry as a registered
      principal. As an international consultant, he provided a practitioner's
      perspective for the privatization of the former Soviet Union in the areas of
      corporate governance and development of the Ukrainian Capital Market. He has
      taught finance and entrepreneurship at the American University's MBA program
      and
      serves on the Advisory Boards of Yorktown University.





*Steve
      Chaussy* ,
      age 52,
      is a self-employed results-oriented financial professional with more than 25
      years of progressive experience. He has a special emphasis in SEC reporting
      and
      compliance with developing and small publicly traded entities. Mr. Chaussy
      also
      has experience in structuring and sourcing corporate financing needs. He is
      effective in public, investor, regulatory and creditor interface, and is an
      accomplished leader with multi-location financial management. Mr. Chaussy is
      known as a team builder with expertise in high-paced, multi-task
      environments.





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




37




*William
      Bradford Smith II* ,
      age 58,
      has served as an adviser to Stephen Brock, our President, CEO and majority
      shareholder, since 2002 and chairs our Global Advisory Board.  Mr. Smith
      has more than 20 years of capital market experience as a financial service
      company officer, director or adviser.  Mr. Smith is
      currently developing www.smecapitalmarkets.net as a
      knowledge exchange platform. Since July 1991, Mr. Smith has operated WBS&A
      Ltd., a management consulting firm that helps clients develop business models,
      services and solutions to create capital market value. From 1979 to 1981, Mr.
      Smith founded Marshall Homes as a Johnstown American Company holding and sales
      entity that converted thirty-eight company owned apartment properties into
      condominiums as a strategy to monetize equity and maximize REIT and Limited
      Partnership investor asset values.  From 1975 to 1979 Mr. Smith served as
      Vice President of Acquisitions and Sales for Johnstown Properties where he
      was
      responsible for acquiring and selling investment properties for the nations
      then
      fifth largest REIT. From 1981 to 1988, Mr. Smith managed personal investments
      and consulted with entities that specialized in capitalizing emerging companies.
      From 1988 to July 1991, Mr. Smith was Vice President of Valley Federal Savings
      and Loan's portfolio company division and its acquirer and successor entity
      Relco Industries, where he operated a real estate asset management division
      that
      supported the capital reserve base for Relco's Surety Bond insurance
      company.  Mr. Smith has also served on an NASD and NASDAQ Advisory
      Committee, founded the Small Corporate Offering Registration Task Force and
      was
      an advisor to the Texas Delegation to the 1995 White House Conference on Small
      Business. Mr. Smith has attended and made recommendations to the annual SEC
      Government-Business Forum on Small Business Capital Formation and actively
      advocates developing a better entry-level market structure and securities regime
      for small business issuers.  Mr. Smith has authored several SEC Comment
      Letters.  He is the author of “Guide to Strategic Thinking”. Mr. Smith
      received an MBA from Pepperdine University in 1979 and a BBA from the University
      of Oklahoma in 1975.





Since
      the
      beginning of fiscal 2006, William Ross resigned from the global advisory board.
      Peter J. Chepucavage also resigned from the global advisory board in order
      to
      serve as chairman of a separate legal advisory board that our board of directors
      recently established.





Legal
      Advisory Board





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





*Peter
      Chepucavage* ,
      age 59,
      served as a member of our global advisory board from May 2005 to December 2006.
      Mr. Chepucavage works with Plexus Consulting Group as General Counsel and head
      of the broker/dealer and hedge fund regulatory compliance and expert witness
      section. He also worked as an attorney fellow in the SEC’s Market Regulation
      Division. During his four-year tenure with the SEC, he worked primarily in
      the
      business continuity and Reg SHO areas, and was involved in the drafting of
      Reg
      SHO and in numerous Reg M enforcement cases and securities futures. Prior to
      his
      work with the SEC, he served as an attorney with New York’s Fulbright and
      Jaworski, where his practice was devoted primarily to the representation of
      broker-dealers and investment advisers in both law and compliance including
      derivatives. Mr. Chepucavage’s previous appointments include serving as Managing
      Director, Chief Legal Officer and Assistant Corporate Secretary for Nomura
      Capital Services, Inc.; Managing Director, General Counsel and Corporate
      Secretary for Nomura Holding America, Inc.; and Assistant General Counsel for
      the NASD. He also served as an infantry officer in the U.S. Army from 1969
      to
      1971. He holds a JD from Catholic University, an LL.M from the George Washington
      University School of Law and a BS in economics and philosophy from
      Pennsylvania’s University of Scranton. He has written extensively about
      regulation and the effect of regulation on small business.





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





Section
      16(a) of the Exchange Act requires our directors, executive 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. We believe,
      during our most recent fiscal year, that our directors, executive officers
      and
      10% stockholders complied with all Section 16(a) filing requirements with the
      exceptions noted below:





·
            Trae
                O'Neil High filed a late Form 3 on October 24, 2006 to report his
                initial
                appointment as an executive officer and the beneficial ownership
                of 12,250
                shares of our common stock and a late Form 4 on such date to report
                the
                beneficial ownership of an additional 12,750 shares on March 1, 2006,
                30,000 shares on May 5, 2006, 52,000 shares on June 16, 2006, 25,000
                shares on July 1, 2006, 5,000 shares on July 14, 2006, 10,000 shares
                on
                August 1, 2006, 5,000 shares on August 17, 2006 and 14,054 shares
                on
                September 29, 2006.






38




·
            Kipley
                J. Lytel filed a late Form 3 on October 24, 2006 to report is initial
                appointment as an executive officer and a director and the beneficial
                ownership of 3,023 shares of our common stock and a late Form 4 on
                such
                date to report the beneficial ownership of an additional 25,000 shares
                on
                March 1, 2006, 30,000 shares on May 5, 2006, 70,000 shares on June
                16,
                2006, 25,000 shares on July 1, 2006, and 30,000 shares on September
                29,
                2006.


·
            Dennis
                Hensling filed a late Form 3 on December 26, 2006 to report is initial
                appointment as an executive officer and the beneficial ownership
                of 20,000
                shares and a late Form 4 on such date to report the beneficial ownership
                of an additional 30,000 shares on September 8,
                2006.





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
                ($)**
            
            **Stock**
              **Awards
                ($)****(2)**
            
            **All
                Other**
              **Compensation
                ($)**
            
            **Total
                ($)****(3)**Stephen
                Brock
            
            2006
            
            $
            180,000
            
            $
            -0-
            
            $
            31,928(4
            )
            $
            211,928President
                and CEO
            
            2005
            
            $
            592,270
            
            $
            545,000
            
            $
            20,387(4
            )
            $
            1,157,657Trae
                O'Neil High
            
            2006
            
            $
            90,000
            
            $
            26,900
            
            $
            63,280(5
            )
            $
            180,180CLO
            
            2005
            
            $
            -0-
            
            $
            -0-
            
            $
            -0-
            
            $
            -0-





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


(2)
            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.


(3)
            As
                of 2006, $180,000 and $49,625 of the total for Mr. Brock and Mr.
                High,
                respectively was accrued. The compensation accrued to Mr. High includes
                54,054 shares of our common stock valued at
                $12,500.


(4)
            Represents
                premiums for health and life
                insurance.


(5)
            Represents
                compensation to Mr. High in the form of $50,000 cash and 42,250 shares
                of
                our common stock valued at $12,700 (ranging in prices from $0.13 to $0.40
                per share) for legal services that he provided directly to our clients
                under our management consulting and compliance services contracts
                with our
                clients.





**Agreements
      with Named Executive Officers**





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




39




We
      and
      Trae O'Neil High entered into a one-year agreement, effective January 2, 2006,
      pursuant to which Mr. High serves as our Chief Legal Officer. The material
      terms
      of the agreement are discussed under the heading “Item 12. Certain Relationships
      and Related Transactions, and Director Independence,” below.





**Compensation
      of Directors**





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





**Item
                11.**
            **Security
                Ownership of Management and Certain Security
                Holders.**





The
      following table set forth information as of November 1, 2006, with respect
      to
      the beneficial ownership of our common stock by each person known by us to
      be
      the beneficial owner of more than 5% of our outstanding common stock, each
      of
      our directors and Named Executive Officers, and our directors and Named
      Executive Officers as a group.





**Common
                Stock**
              **Beneficially
                Owned****(1)****Name
                of Beneficial Owner**
            
            **Amount**
            
            **Percent**Stephen
                Brock
            
            
            16,176,650(2
            )
            
            68.4
            %Kipley
                J. Lytel
            
            
            180,000(3
            )
            
            *Trae
                O'Neil High
            
            
            166,054(4
            )
            
            *All
                directors and Named Executive Officers as a group (3
                people)
            
            
            16,522,704
            
            
            69.9
            %





(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 23,654,412 shares of our common
                stock which were outstanding as of November 1,
                2006.


(2)
            Includes
                15,326,650 shares owned by a family trust of which Mr. Brock is the
                trustee, and 850,000 shares owned directly by Mr.
                Brock.


(3)
            Includes
                55,000 shares of common stock owed to Mr. Lytel which had not been
                issued
                as of November 1, 2006.


(4)
            Includes
                59,054 shares of common stock owed to Mr. High which had not been
                issued
                as of November 1, 2006.





**Equity
      Compensation Plans**





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





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




40




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





Securities
      authorized for issuance under equity compensation plans as of our fiscal year
      ended September 30, 2006 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
            
            293,218(1)Total
            
            -0-
            
            N/A
            
            293,218(1)





(1)
            Includes
                121,664 registered shares of common stock remaining available under
                our
                2006 Stock Award Plan. Also includes 171,554 restricted shares of
                common
                stock remaining available under individual compensation
                arrangements.





**Item
      12. Certain Relationships and Related Transactions.**





**Indebtedness**





During
      fiscal 2006, Stephen Brock, our President, CEO and a director, advanced us
      $136,224 and assumed a short-term note of ours in the amount of $84,200
      including principal and accrued interest. As of September 30, 2006, we owed
      principal in the amount of $220,424 to Mr. Brock. We issued a five-year,
      unsecured note to Mr. Brock which accrues interest at a rate of 12% per year.
      We
      are obligated to pay Mr. Brock sixty installments of $4,897 each on the last
      day
      of each month with the first such installment beginning on October 31, 2006
      until the principal and interest have been paid in full. In the event that
      we
      fail to make a payment under the note when due or any other default in or breach
      of our performance under the note or any other indebtedness, Mr. Brock may
      declare all amounts evidenced under the note immediately due and payable. In
      the
      event that any proceeding regarding bankruptcy or insolvency is filed or
      commenced by or against us, all amounts evidenced by under the note shall become
      due and payable automatically and immediately.





**Employee-Related
      Services Agreements and Other Transactions**





We
      entered into one-year agreements with Kipley J. Lytel who serves as our
      Secretary and COO and as a director and Trae O'Neil High who serves as our
      CLO
      effective January 2, 2006. We entered into a one-year agreement with Joshua
      A.
      Gottesman who serves as our Treasurer and CFO effective November 1,
      2006.





Mr.
      Lytel
      received a bonus of 25,000 shares of our common stock valued at $0.40 per share
      (or an aggregate of $10,000) on the date of grant. Mr. Lytel is entitled to
      receive $27,000 and an aggregate of 120,000 shares of our common stock as
      compensation. As of the filing of this report, Mr. Lytel had received 180,000
      shares under his agreement valued at $42,300 (ranging in prices from $0.12
      to
      $0.40 per share). Mr. Lytel also receives one and one-half months of vacation
      during the term of his agreement. Mr. Lytel is required to devote approximately
      5-6 hours a day to us. He also works full-time as a Partner of Montecito Capital
      Management and uses his best efforts to balance his obligations to us and
      Montecito Capital. During fiscal 2006, but prior to entering into a written
      agreement with us, Mr. Lytel provided consulting services to us and received
      an
      aggregate of $15,254 and 20,832 shares of our common stock as
      compensation.




41




Mr.
      High’s yearly base compensation is valued at approximately $151,000, payable in
      a combination of cash and shares of our common stock. He is entitled to six
      weeks of paid time off during the term of his agreement. Mr. High is required
      to
      devote at least 40 hours per week to us. Mr. High also works as a sole
      practitioner in the areas of federal and state corporate, securities and tax
      laws; however, we and Mr. High have agreed that this work will not to exceed
      30
      hours per week. In addition, from time to time since October 2005, we engage
      Mr.
      High to provide legal services for our clients under our management consulting
      and regulatory compliance services contracts with our clients. Mr. High’s
      agreement with us includes a right of first refusal on such engagements;
      provided that such right shall cease during any time that we have engaged Mr.
      High to provide management consulting services for five or more of our clients
      or regulatory compliance services for ten or more of our clients. During fiscal
      2006, Mr. High earned $50,580 cash and 42,250 shares of our common stock valued
      at $12,700 (ranging in prices from $0.13 to $0.40 per share) as compensation
      for
      these engagements.





Mr.
      Gottesman received a bonus of 25,000 shares of our common stock valued at $0.15
      per share (or an aggregate of $3,750) on the date of grant. Mr. Gottesman is
      entitled to receive $24,000 and an aggregate of 120,000 shares of our common
      stock as compensation. He is also entitled to six weeks of paid time off during
      the term of his agreement. Mr. Gottesman is required to devote approximately
      four hours a day to us. He also works full-time as a Principal of the accounting
      firm of Gregory E. Bruce, Chtd. and uses his best efforts to balance his
      obligations to us and the accounting firm. In addition, from time to time since
      April 2006, we engage Gregory E. Bruce, Chtd. to provide booking, accounting
      and
      pre-audit services to us for a fee of $4,750 per month and hourly billing for
      special projects. During fiscal 2006, we paid and accrued an aggregate of
      approximately $37,150 and $2,105, respectively, to the accounting
      firm.





We
      may
      mutually agree with each of Mr. Lytel, Mr. High and Mr. Gottesman to extend
      their agreements. Messrs. Lytel, High, and Gottesman receive bonuses upon the
      accomplishment of various milestones (as set forth in their agreements) payable
      in our common stock. We have agreed to indemnify them to the fullest extent
      permitted by law or as set forth in our articles of incorporation and the bylaws
      from and against any and all claims, demands, proceedings, liabilities, damages,
      losses and expenses (including attorney's fees, court costs and disbursements)
      arising out of the fact that they are or were serving us, or the performance
      of
      their duties under their agreements, except in the case of their gross
      negligence, willful misconduct, criminal conduct or violations of law. Messrs.
      Lytel, High, and Gottesman have agreed not to compete with us in the U.S. during
      the term of their agreements and for three months following their termination.
      We may terminate the agreements at any time if they act unlawfully, dishonestly,
      negligently, incompetently or in bad faith, are convicted of a felony; become
      permanently disabled or disabled for a period exceeding 90 consecutive days
      or
      90 days calculated on a cumulative basis during the term of their agreements;
      breach or default under any term of their agreements if such breach or default
      has not been remedied to our reasonable satisfaction within 14 days after
      written notice of the breach or default has been delivered by us to them; or
      at
      our will, upon 30 days written notice to them upon a decision by our President
      in the case of Mr. Lytel, and Mr. Gottesman, and with a unanimous vote or signed
      written consent of our board of directors in the case of Mr. High. Messrs.
      Lytel, High, and Gottesman may terminate their agreements at any time after
      the
      expiring of 120 days of the date on which there is a change of control or we
      have a successor (as described in their agreements); upon the default or breach
      of any term of their agreements by us if such breach or default has not been
      remedied or is not being remedied to the reasonable satisfaction of Mr. Lytel,
      Mr. High or Mr. Gottesman., as the case may be, within 14 days after written
      notice of the breach or default has been delivered by them to us; or at their
      will upon 30 days written notice to us.




42





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





**Exhibit
                No.**
            **Description
                of Exhibit**3.1(1)(2)
            Articles
                of Incorporation3.2(1)
            Bylaws3.3(2)
            Amendment
                to Articles of Incorporation3.4(2)
            Amended
                Bylaws4.1*
            Promissory
                Note to Stephen Brock dated September 30, 20065.1(3)
            Opinion
                of the Law Offices of Williams Law Group, P.A.10.1(4)
            Agreement
                with Kipley J. Lytel, CFA, for Secretary and COO effective January
                2,
                200610.2*
            Agreement
                with Trae O'Neil High for CLO, effective January 2,
                2006.10.3(5)
            Agreement
                with Joshua A. Gottesman, CPA, for Treasurer and CFO effective November
                1,
                200610.4*
            Agreement
                with C. Dennis Hensling for Senior Vice President, effective July 7, 200610.5(3)
            Stock
                Award Plan - 200614*
            Code
                of Ethics21*
            Subsidiaries
                of PCMC23.1
            Consent
                of the Law Offices of Williams Law Group, P.A. (included in Exhibit
                5.1)23.2(3)
            Consent
                of Malone & Bailey, PC31.1*
            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*
            Certification
                of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
                Act of 200232.2*
            Certification
                of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002





*  Filed
      herein


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


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


(3)
            Filed
                as Exhibits 5.1, 4.1 and 23.2, respectively, to the registrant’s Form S-8
                filed with the SEC on February 21, 2006, and incorporated herein
                by
                reference.


(4)
            Filed
                as Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on April
                19, 2006, and incorporated herein by
                reference.


(5)
            Filed
                as Exhibit 10.1 to the registrant’s Form 8-K filed with the SEC on
                November 1, 2006, and incorporated herein by
                reference.





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





The
      following table sets forth the aggregate fees billed to us for the audit and
      other services provided by Malone & Bailey, PC during the fiscal years ended
      September 30, 2005 and 2006:





2005
            
            2006Audit
                Fees
            
            $
            57,534
            
            $
            71,050Audit-Related
                Fees
            
            $
            -
            
            $
            -Tax
                Fees
            
            $
            -
            
            $
            -All
                Other Fees
            
            $
            -
            
            $
            -





43





**SIGNATURES**





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





**PUBLIC
                COMPANY MANAGEMENT CORPORATION**Date:
                December 28, 2006
            By:/s/
                Stephen
                Brock
              Name:
                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
            
            December
                28, 2006Stephen Brock
            
            (Principal
                Executive Officer)/s/ *Joshua
              A. Gottesman*
            
            President,
                Chief Financial Officer and Director
            
            December
                28, 2006Joshua A. Gottesman
            
            (Principal
                Financial Officer andPrincipal
                Accounting Officer)/s/ *Kipley
              J.
              Lytel*
            
            Director
            
            December
                28, 2006Kipley J. Lytel





44