UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549





FORM
10-KSB/A


(Amendment
No. 2)





(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, 2008





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





For the
transition period from ______________to ____________





Commission
File Number 000-50098





PUBLIC
COMPANY MANAGEMENT CORPORATION


(Name of
small business issuer in its charter)





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





Issuer’s
telephone number (702)
222-9076





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





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





Common Stock, $.001 par
value per share


(Title of
class)





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





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  ̈





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





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


Yes
 ̈  No
x





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





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





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





Transitional
Small Business Disclosure Format:  Yes  ̈  No x










EXPLANATORY
NOTE





Public
Company Management Corporation ("PCMC") is amending its annual report on Form
10-KSB for the fiscal year ended September 30, 2008 which was originally filed
with the Securities and Exchange Commission on December 30, 2008, and amended on
January 5, 2009.  This amendment includes the proper certifications
from PCMC’s Chief Executive Officer and Chief Financial Officer, as required by
Sections 302.  The certifications which were originally provided did
not include paragraph 4(b) regarding our management’s internal control
report.





Except
for the amended information in our Form 10-KSB/A filed on January 5, 2009, and
the foregoing amended information, our Forms 10-KSB/A continue to speak as of
the date of the original filing on December 30, 2008, and PCMC has not updated
the disclosures contained herein to reflect events that occurred at a later date
unless otherwise noted.





Item
13.  Exhibits.





Exhibit No.
                  
                  Description of Exhibit3.1(1)(2)
                  
                  Articles
      of Incorporation3.2(1)
                  
                  Bylaws3.3(2)
                  
                  Amendment
      to Articles of Incorporation3.4(2)
                  
                  Amended
      Bylaws10.1(4)
                  
                  Subscription
      Agreement accepted July 22, 200814(3)
                  
                  Code
      of Ethics21(3)
                  
                  Subsidiaries
      of PCMC31.1*
                  
                  Certification
      of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 200231.2*
                  
                  Certification
      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 200232.1(5)
                  
                  Certifications
      of Chief Executive Officer and Chief Financial Officer pursuant to Section
      906 of the Sarbanes-Oxley Act of
2002





*      Filed
herein


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


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


(3)
            Filed
      as Exhibit 14 and Exhibit 21, respectively, to the registrant’s Form
      10-KSB filed with the SEC on December 28, 2006, and incorporated herein by
      reference.


(4)
            Filed
      as Exhibit 10.1 to the registrant’s Form 10-KSB filed with the SEC on
      December 30, 2008, and incorporated herein by
  reference.


(5)
            Filed
      as Exhibit 32.1 to the registrant’s Form 10-KSB/A filed with the SEC on
      January 5, 2009, and incorporated herein by
  reference.





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SIGNATURES





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





PUBLIC
      COMPANY MANAGEMENT CORPORATIONDate:
      January 19, 2009
                                  By:
                                  /s/ Stephen BrockName:
      Stephen Brock

                                      Title:
      President and Chief Executive
Officer





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





Signature
                Title
                Date/s/Stephen
      Brock
                President,
      Chief Executive Officer and Director
                January
      26, 2009Stephen
      Brock
                (Principal
      Executive Officer)/s/Trae O'Neil
      High
                Treasurer
      and Chief Financial Officer
                January
      26, 2009Trae
      O'Neil High
                (Principal
      Financial Officer andPrincipal
      Accounting Officer)




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