**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **WASHINGTON,
        DC 20549**
 
 **FORM
        10-KSB/A**
 **(Amendment
        No. 1)**
  (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, 2005
 
 o
              Transition
                  report under Section 13 or 15(d) of the Securities Exchange Act
                  of
                  1934
 For
        the
        transition period from ______________to ____________
 
 Commission
                  File Number 000-50098**PUBLIC
                  COMPANY MANAGEMENT CORPORATION**
                (Name
                  of Small Business Issuer in Its Charter)**NEVADA**
                (State
                  or Other Jurisdiction of
                Incorporation
                  or Organization)
              
              **88-0493734**
                (IRS
                  Employer
                Identification
                  No.)**5770
                  El Camino Road**
                **Las
                  Vegas, NV**
                (Address
                  of Principal Executive Offices)
              
              **89118**
                (Zip
                  Code)**(702)
                  222-9076**
                (Issuer’s
                  Telephone Number, Including Area
                  Code)
 
 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
 
 Check
        whether the issuer is not required to file reports pursuant to Section 13
        or
        15(d) of the Exchange Act. o
 
 Check
        whether the issuer (1) filed all reports required to be filed by Section
        13 or
        15(d) of the Exchange Act during the past 12 months (or for such shorter
        period
        that the registrant was required to file such reports), and (2) has been
        subject
        to such filing requirements for the past 90 days. Yes x No o
  Check
        if
        there is no disclosure of delinquent filers in response to Item 405 of
        Regulation S-B contained in this form, and no disclosure will be contained,
        to
        the best of the registrant’s knowledge, in 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. [X]
 
 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 its most recent fiscal year was $1,422,535.
 
 
 The
        aggregate market value of the voting and non-voting common equity held by
        non-affiliates was $2,391,102 as of October 26, 2006, based upon the per
        share
        closing sale price of $0.33 on such date.
 
 As
        of
        October 26, 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
  **EXPLANATORY
        NOTE**
 
 Public
        Company Management Corporation ("PCMC" or the "Company") filed its Annual
        Report
        on Form 10-KSB for fiscal year 2005 (the "Annual Report") with the Securities
        and Exchange Commission (the "Commission") on December 29, 2005. On August
        1,
        2006, the Commission issued comments to the Annual Report. This Annual Report
        on
        Form 10-KSB/A, Amendment No. 1 ("Amendment No. 1") amends the Annual Report
        to
        incorporate certain revisions that have been made to PCMC’s disclosures and the
        presentation of PCMC’s financial statements, in response to the Commission’s
        comments.
 
 Accordingly,
        changes have been made to the following sections of the Annual
        Report:
 
 ·
            Item
                5. Market
                for Common Equity and Related Stockholder Matters. ·
            Item
                6. Management Discussion and Analysis or Plan of
                Operation. ·
            Item
                7. Financial Statements. 
 Although
        this Form 10-KSB/A contains all of the items required to be included in an
        Annual Report on Form 10-KSB, no other information in the original filing
        is
        amended hereby. The foregoing items have not been updated to reflect other
        events occurring after the original filing or to modify or update those
        disclosures affected by subsequent events, except under the heading “Risk
        Factors” to include disclosure regarding an order of private investigation
        issued by the SEC on August 4, 2006, in the matter of M & A Capital
        Advisers, LLC, of which Stephen Brock, our CEO is the sole owner. In addition,
        pursuant to the rules of the SEC, Item 13 of Part III of the original filing
        has
        been amended to contain currently dated certifications from the PCMC’s Chief
        Executive Officer and Principal Financial Officer, as required by Sections
        302
        and 906 of the Sarbanes-Oxley Act of 2002. Updated certifications of the
        Company’s Chief Executive Officer and Principal Financial Officer are attached
        to this Form 10-KSB/A as Exhibits 31 and 32.
 
 Except
        for the foregoing amended information, this Form 10-KSB/A continues to speak
        as
        of the date of the original filing, and PCMC has not updated the disclosures
        contained herein to reflect events that occurred at a later
        date.
  
  **PUBLIC
        COMPANY MANAGEMENT CORPORATION**
 
 **TABLE
        OF CONTENTS**
 **PART
                    I.**
                
                
                
                PageItem
                    1.
                
                Description
                    of Business
                
                1Item
                    2.
                
                Description
                    of Property
                
                6Item
                    3.
                
                Legal
                    Proceedings
                
                6Item
                    4.
                
                Submission
                    of Matters to a Vote of Security Holders
                
                6**PART
                    II.**Item
                    5.
                
                Market
                    for Common Equity and Related Stockholder Matters
                
                6Item
                    6.
                
                Management’s
                    Discussion and Analysis or Plan of Operation
                
                7Item
                    7.
                
                Financial
                    Statements
                
                15Report
                    of Independent Registered Public Accounting Firm
                
                15Consolidated
                    Balance Sheet as of September 30, 2005
                
                16Consolidated
                    Statements of Operations for the Year Ended September 30,
                    2005
                  and
                    Nine Months Ended September 30, 2004
                
                17Consolidated
                    Statements of Cash Flows for the Year Ended September 30,
                    2005
                  and
                    Nine Months Ended September 30, 2004
                
                18Statements
                    of Stockholders’ Equity for the Years Ended September 30,
                    2005
                  and
                    September, 2004
                
                19Notes
                    to Consolidated Financial Statements
                
                20Item
                    8.
                
                Changes
                    in and Disagreements with Accountants on Accounting andFinancial
                    Disclosures
                
                28Item
                    8A.
                
                Controls
                    and Procedures
                
                28Item
                    8B.
                
                Other
                    Information
                
                29**PART
                    III.**Item
                    9.
                
                Directors,
                    Executive Officers, Promoters and Control Persons; Compliance
                    with
                  Section
                    17(A) of the Exchange Act
                
                29Item
                    10.
                
                Executive
                    Compensation
                
                33Item
                    11.
                
                Security
                    Ownership of Management and Certain Security Holders
                
                33Item
                    12.
                
                Certain
                    Relationships and Related Transactions
                
                34Item
                    13.
                
                Exhibits
                
                34Item
                    14.
                
                Principal
                    Accountant Fees and Services
                
                37
 
 **PART
        I.**
  **Item
        1.**  **Description
        of Business**
 
 **Overview**
 
 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 (the “Agreement”) with the certain controlling shareholders
        of GoPublicToday.com, (“GPT”), Pubco White Papers, Inc., (“PWP”), Nevada Fund,
        (“NF”), 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 NF, 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. Subsequent to the Agreement, MyOffiz obtained 100% of GPT and PWP,
        changed its fiscal year end from June 30, to September 30, and changed its
        name
        to Public Company Management Corporation.
 
 PCMC
        is
        the holding company for, and conducts operations through its subsidiary
        companies, GPT, PWP, NF, and PCMS. The term “we” and “our” refers to Public
        Company Management Corporation, and its subsidiaries unless otherwise
        stated.
 
 **Description
        of Business**
 
 We
        are
        primarily engaged in education and consulting services to 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 determine whether
        they
        should become public and the appropriate methods available to them; provide
        consulting services and advice relating to the registration of securities
        for
        self distributions, and provide consulting services and advice relating to
        compliance with the federal securities laws and corporate governance. In
        addition, we created the PCMC Bulletin Board 30 Index TM, a comprehensive
        tracking index of Over-The-Counter Bulletin Board (“OTCBB”) stocks to increase
        awareness of the OTCBB as a public equity market and micro-cap
        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. ·
            Support
                favorable financial expectations regarding return on investment;
                and ·
            Have
                an experienced management team that owns a significant portion of
                current
                equity.  1
  We
        provide our services through three subsidiary companies:
 
 *PubCo
        White Papers, Inc. (“PWP”)* prepares
        and publishes white papers addressing critical financial, industry and
        regulatory issues and questions of interest to private companies considering
        the
        pros and cons of seeking public equity. The white papers published by PWP
        address a wide range of topics including the OTCBB and Pink Sheet markets,
        regulatory compliance requirements, strategic planning, liquidity, and financing
        matters. PWP created the website, PubcoWhitePapers.com, to provide an easily
        assessable destination for the owners of private companies to obtain the
        information they need to decide whether to go public, maintain compliance
        with
        corporate and securities laws, and access the funding that they need to reach
        their goals.
 
 *GoPublicToday.com,
        Inc. (“GPT”)* provides
        significant consulting services, advice and management assistance in connection
        with the registration of securities for self-distribution and admission of
        securities to trading on the OTCBB or other securities markets. Services
        provided by GPT include:
 
 ·
            advice
                regarding debt and equity structure of the client; ·
            business
                plan preparation; ·
            consulting
                services and advice relating to private placement of securities under
                state and federal securities laws; ·
            SIC
                Code peer group development; ·
            liaison
                with independent public accountants to conduct
                audits; ·
            liaison
                with counsel regarding corporate and securities
                matters; ·
            consulting
                services and advice relating to filing registration statements with
                the
                SEC and state blue sky filings for
                self-distributions; ·
            identification
                of brokerage firms to serve as market
                makers; ·
            consulting
                services and advice regarding NASD requirements for OTCBB listing;
                and ·
            EDGAR
                submissions with the SEC. 
 *Public
        Company Management Services, Inc. (“PCMS”)* provides
        consulting services and advice relating to compliance with federal and state
        securities and corporate governance regulations to companies trading on the
        OTCBB and Pink Sheet markets, private companies and other market participants.
        PCMS’s services are designed with small companies in mind and geared towards
        assisting its clients to comply with all appropriate rules and regulations
        pertaining to public companies, such as
 
 ·
            Section
                13 or 15 of the Securities Exchange Act of
                1934; ·
            Preparation
                for compliance with the Sarbanes-Oxley
                requirements; ·
            Preparation
                for compliance with Corporate Governance
                Assessment; ·
            Identification
                of Regulatory Risks (PATRIOT, HIPAA, SAS 70,
                GLB); ·
            Human
                Resource Compliance; and ·
            Federal
                and State Securities Regulations 
 We
        market
        our services primarily through direct mail and e-mail to potential clients,
        internet advertisement, through the PWP website, and various educational
        communications designed to promote the availability of public equity markets
        to
        companies with very small capitalization. We created the PCMC Bulletin Board
        30
        IndexTM (the “OTC Index”) in July 2005 to promote greater awareness and
        familiarity with the Over-The-Counter Bulletin Board market (“OTCBB”), the
        primary market for small issuers, and to increase our exposure as a provider
        of
        services to the micro-cap market. We anticipate that the OTC Index will serve
        to
        educate greater numbers of investors about the validity of OTCBB stocks and
        to
        broadcast the value of the OTCBB as a springboard for small companies to
        launch
        into the mainstream exchanges. The PCMC Bulleting Board 30 IndexTM consists of 30
        stocks that are selected based on: (1) three month average trade volume;
        (2)
        market capitalization; (3) historical stock price; (4) shares outstanding; (5)
        estimated float; (6) sales; (7) operating history; and (8) industry/sector
        diversity. The PCMC Bulletin Board 30 IndexTM is the only measurement of
        performance of stocks traded exclusively in the OTCBB.
 
 2
 We
        receive payment for our services in the form of cash and restricted securities
        issued by our clients. Each contract requires the payment of approximately
        $70,000 in cash and approximately 500,000 shares of restricted securities.
        We
        recognize earnings over the life of each contract as certain milestones are
        accomplished, based primarily on the amount of time and expense it is estimated
        to complete such milestones. These milestones include the completion of
        documents for an initial private placement, the filing of a registration
        statement for a self-distribution, the effective registration of securities
        by
        the SEC, and the admission of the client’s securities to trading on the OTCBB.
 
 Once
        a
        client has registered securities with the United States Securities and Exchange
        Commission and has commenced trading on the OTCBB, they are required to pay
        a
        continuing consultation fee of approximately $48,000 in cash, payable $4,000
        per
        month, and approximately 750,000 additional shares of restricted securities.
        All
        shares of stock are issuable upon commencement of the compliance contract
        and
        cash payments are due each month during the term of the agreement. We intend
        to
        hold all restricted securities issued by our clients until such time as they
        can
        be sold or distributed by us pursuant to an effective registration statement
        or
        an exemption from registration.
 
 **Competitive
        Conditions**
 
 We
        compete with a large number of consulting firms, investment banks, merchant
        banks, financial advisors, and other companies that offer similar services.
        Many
        of our competitors have greater financial and management resources and some
        have
        greater market recognition than we do. We compete by targeting an underserved
        market and providing superior service to our clients through the experience
        and
        knowledge of our management personnel, the quality of our analysis and
        decision-making processes, and our flexible fee structures. We believe that
        we
        occupy a unique niche relating to privately held companies seeking access
        to the
        public equity markets that is substantially underserved.
 
 **Risk
        Factors**
 
 Our
        business is subject to a number of risks that could adversely affect our
        results
        of operations or financial condition. Set forth below is a summary of certain
        risks we have identified. Our stockholders should carefully consider these
        risks
        and their effect on our business.
 
 3
 *A
        significant portion of our revenue and earnings consists of securities that
        are
        not freely transferable.* Our
        business operations consist primarily of providing consulting services and
        advice to small private companies that seek to have access to the public
        equity
        market through the OTCBB or Pink Sheets and we receive a significant portion
        of
        our compensation in unregistered securities issued by these companies. 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 such 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 in connection with
        our
        engagement decisions but cannot eliminate the risk that our clients may be
        unable to pay our fees or that the securities we receive may have no value
        when
        they are freely transferable.
 
 *Registration
        of securities is 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 is contingent upon
        these events. Registration of securities is subject to review and approval
        by
        the United States Securities and Exchange Commission and admission to trading
        on
        the OTCBB is subject to review and approval by the National Association of
        Securities Dealers. Such review and approval may result in delays that could
        adversely affect the recognition of revenue relating our consulting
        agreements.
 
 *Valuation
        of privately held securities is subject to uncertainty.* The
        securities we receive are valued using a fair value determination made in
        good
        faith in accordance with our established guidelines. Initially, the fair
        value
        of each such security is based contemporaneous third party private sales
        of the
        security. 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.
 
 *We
        depend on the personal efforts of our Chief Executive Officer.* Our
        success depends upon the personal efforts of Mr. Stephen Brock, our Chief
        Executive Officer, President, Secretary, Treasurer, and sole Director of
        the
        Company. If we lose the services of Mr. Brock, such lost could have a material
        adverse effect on our business and the results of operations and/or financial
        condition. In addition, the absence of Mr. Brock will force us to seek a
        replacement who may have less experience or who may not understand our business
        as well as Mr. Brock, or we may not be able to find a suitable replacement.
 
 4
 *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 consulting
        services and that the ownership of securities is an incidental result of
        our
        business operations. However, as a result of our fee structures, a substantial
        part of our assets may be deemed to consist of, or a substantial part of
        our
        income may be deemed to arise from, investment securities. If the United
        States
        Securities and Exchange Commission (“SEC”) determines that we meet the
        definition of an investment company, we may be required to register under
        the
        Investment Company Act 1940 (the “1940 Act”) and would become subject to
        substantial restrictions on the issuance of more than one class of debt or
        equity, the issuance of options and warrants, transactions between us and
        our
        directors or controlling stockholders and other limitations on the way we
        would
        be able to conduct our business. There can be no assurance that the SEC will
        not
        require us to register under the 1940 Act, or, if required to do so, that
        we
        will be able to complete such registration process in a timely manner, if
        at
        all, or at a reasonable cost.
 
 *Our
        Sole Officer and Sole Director and majority stockholder can exercise control
        over us.* Mr.
        Stephen Brock is our President, Chief Executive Officer, Treasurer, Secretary
        and sole director and owns more than 72 % of our outstanding stock. We do
        not
        have an independent member of our board of directors elected by the
        stockholders. Mr. Brock’s interests may conflict with or be adverse to the
        interests of our other stockholders. However, since Mr. Brock owns more than
        a
        majority 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.
 
 *We
        have obtained a copy of a 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 Chief
        Executive Officer is the sole owner of M & A Capital Advisers, LLC. We are
        cooperating with the Commission’s investigation.
 
 **Employees**
 
 As
        of
        September 30, 2005, we had one full time and no part time employees. Our
        one
        full time employee, Stephen Brock, serves as our Chief Executive Officer
        and
        Chief Financial Officer. We utilize independent contractors to perform all
        operational, technical and administrative functions. We believe that our
        relationship with our independent contractors is good and that other independent
        contractors are available at reasonable costs to provide these services if
        necessary.
 
 5
 **Item
        2.**  **Description
        of Property**
 
 Our
        executive office is located at 5770 El Camino Road, Las Vegas, Nevada 89118,
        consisting of 1,500 square feet in the home of our President and Chief Executive
        Officer. We do not have a lease and we do not pay any rent for the use of
        these
        facilities. We believe that we will continue to occupy this space rent free
        as
        long as Mr. Brock is our President and Chief Executive Officer.
 
 **Item
        3.**  **Legal
        Proceedings**
 
 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 our fiscal year ended September 30, 2005.
 
 **PART
        II.**
 
 **Item
        5.**  **Market
        For Common Equity, Related Stockholder Matters and Sales of Unregistered
        Securities.**
 
 Our
        Common Stock, $.001 par value per share, became listed on the Over-The-Counter
        Bulletin Board (“OTCBB”) on September 29, 2004 under the symbol “PUBC”. The
        following table sets forth the high and low bid prices for our common stock
        from
        October 1, 2004 through September 30, 2005 as reported by the National
        Association of Securities Dealers, Inc. Price
        quotations on the OTCBB reflect inter-dealer prices, without retail mark-up,
        markdown or commission, and may not necessarily represent actual transactions.
 **FISCAL
                    2005**
                
                **High**
                **Low**First
                    Quarter
                
                $1.01
                $0.05Second
                    Quarter
                
                $1.35
                $0.33Third
                    Quarter
                
                $1.95
                $0.90Fourth
                    Quarter
                
                $1.95
                $0.94
 
 As
        of
        September 30, 2005, there were 62 holders of record of our Common Stock,
        $.001
        par value per share. We have not paid any cash dividends on our Common Stock,
        $.001 par value per share, since our inception and do not anticipate paying
        dividends in the future.
 
 We
        have a
        number of equity compensation plans relating to our contractors that provide
        for
        the payment of shares of our common stock based on future services to be
        provided by such contractors. Such plans do not provide for a specific number
        of
        shares to be issued in the future because the number of shares will depend,
        in
        each case, upon whether such contractors are engaged to perform services
        in the
        future. None of such plans have been approved by our security holders. The
        following table contains information relating to other compensation
        plans.
  6
  **Number
                  of securities to be issued upon exercise of outstanding options,
                  warrants
                  and rights**
              
              **Weighted-average
                  exercise price of outstanding options, warrants and
                  rights**
              
              **Number
                  of securities remaining available for future issuance under equity
                  compensation plans (excluding securities reflected in
                  column(a))****(a)**
              
              **(b)**
              
              **(c)****Equity
                  compensation plans approved by  security
                  holders**
              
              -0-
              
              n/a
              
              -0-**Equity
                  compensation plans not approved by security
                  holders**
              
              -0-
              
              n/a
              
              -0-**Total**
              
              -0-
              
              n/a
              
              -0-
 
 Securities
        were issued to independent contractors and employees for services rendered
        during the most recent fiscal year. These securities were issued without
        registration in reliance upon the exemption from registration provided by
        Section 4(2) of the Securities Act of 1933 Securities Act because of the
        limited
        number of persons involved in each transaction, our previous relationship
        with
        the recipient, 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.
 **Fiscal
                    Year 2005**
                
                **Number
                    of Shares**December
                    2004
                
                
                1,155,376March
                    2005
                
                
                60,000June
                    2005 and September 2005
                
                
                948,336
  **Item
        6.**  **Management’s
        Discussion and Analysis or Plan of Operation.**
 
 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.
 
 7
 The
        following discussion of the consolidated financial condition and results
        of
        operations of Public Company Management Corporation for the nine months ended
        September 30, 2004 and fiscal year ended September 30, 2005. Revenues and
        expenses for the period ended September 30, 2004 relate to a year consisting
        of
        nine months and are not necessarily comparable to same information for the
        year
        ended September 30, 2005. It should be read in conjunction with the Consolidated
        Financial Statements, the Notes thereto and other financial information included
        elsewhere in this Annual Report on Form 10-KSB.
 
 **Overview**
 
 Public
        Company Management Corporation is primarily engaged in education and consulting
        and compliance services to 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 determine whether they should become public and the
        appropriate methods available to them, consulting services and advice as
        these
        private companies go through the process of becoming fully reporting, publicly
        traded companies, and 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 micro-cap 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; ·
            Support
                favorable financial expectations regarding return on investment;
                and ·
            Have
                an experienced management team that owns a significant portion of
                their
                current equity. 
 **How
        We Generate Revenue**
 
 During
        Fiscal 2005, 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 compliance
        services.
 
 8
 *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 billing rate for these services would ordinarily be
        $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 (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 revenue from compliance services under twelve-month contracts
        once
        our clients are required to file with the SEC periodic and other reports
        under
        Section 13 or Section 15(d) of the Exchange Act. These services will also
        include corporate governance matters under Sarbanes-Oxley. Our billing rate
        for
        these services would ordinarily be $350 per hour; however, we have contracted
        for these services for a flat-fee consisting of cash and restricted shares
        of
        the client’s common stock. We did not generate revenue from compliance services
        during the period covered by this report.
 
 **Trends
        Affecting Our Revenue**
 
 We
        continue to aggressively market our services to small and emerging businesses.
        We have signed contracts with several clients, of which 20 were signed in
        Fiscal
        2005 to provide management consulting services; however, we have progressively
        been reducing the amount of advertising dollars that we spend to promote
        white
        papers, open lines and consultations to focus more of our attention on existing
        clients. As a result, we expect to sign fewer new clients during our fiscal
        year
        ending in September 2006, but we expect existing clients to move further
        through
        the process of becoming fully reporting public companies. We believe that
        focusing on existing rather than new clients will have a positive effect
        on our
        revenue and results of operations and allow us to improve our own business
        model
        and processes. We plan to increase our activities directed at client acquisition
        soon after our fiscal year ending in September 2006.
 
 9
 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, at least
        one of
        our clients experienced delays and a run up of costs in reorganizing and
        providing suitable financial statement information for purposes of a private
        placement of their common stock, which the client never commenced, and, as
        a
        result, the client’s financial statements became unusable for their intended
        purpose and the client may not have the financial resources to continue the
        process. As of the end of the fiscal year covered by this report, most of
        our
        consulting contracts had not made it past the first milestone and none of
        our
        clients had made it past the second milestone. We expect that our clients
        will
        continue to face obstacles including those discussed above and we will continue
        to experience delays in recognizing revenue.
 
 During
        our partial year ended September 30, 2004, we generated transactional-based
        revenue that was less sensitive to the obstacles that our current clients
        face.
        We did not generate transactional-based revenue during the fiscal year ended
        September 30, 2005.
 
 **Results
        of Operations For The Partial Year Ended September 30, 2004 Compared to the
        Year
        Ended September 30, 2005 (“Fiscal 2005”).**
 
 Our
        revenue decreased $667,384 to $1,422,535 for Fiscal 2005 from $ 2,089,919
        for
        the nine months ended September 30, 2004. In 2005, we generated most of our
        revenue from management consulting services under contracts originating during
        2004 and 2005 with durations of two or more years. Whether or not we met
        the
        milestones for recognizing such revenue was dependent on the time it took
        for
        our clients to make it through the process of becoming fully reporting, publicly
        traded companies. Our clients faced obstacles in undertaking this process
        which
        included preparing financial and other information during the time in which
        we
        were engaged. During the partial year ended September 30, 2004, a greater
        portion of our activity consisted of transaction-based revenue in which our
        earnings process had a shorter duration. Such transaction-based revenue included
        advisory services for stock compensation transactions or for individual
        quarterly or annual filings for public companies. The decrease in revenue
        for
        Fiscal 2005 as compared to the nine months ended September 30, 2004 is
        attributable to these factors.
 
 Selling,
        general and administrative expenses increased $3,079,356 to $3,769,258 for
        Fiscal 2005 from $689,902 for the nine months ended September 2004. We incurred
        a $424,780 increase in legal fees and expenses, a $277,817 increase in
        accounting fees and expenses, non-recurring expenses of $8,056 relating our
        annual meeting of stockholders, a $912,736 increase in marketing and
        advertising, and a $1,521,187 increase in compensation and expenses related
        to
        operations and administrative activities. A major portion of the increase
        in
        selling, general and administrative expenses reflects compensation expense
        of
        $1,698,526 resulting from the issuance of shares of stock to our employees,
        independent contractors and consultants and a 850,000 share bonus to our
        sole
        officer and sole director.
 
 10
 Bad
        debt
        expense increased $108,500 in Fiscal 2005 as a result of management determining
        that certain cash and stock receivables may be uncollectible.
 
 Depreciation
        and amortization expenses increased $18,258 to $51,624 for Fiscal 2005 from
        $33,366 for the nine months ended September 30, 2004, primarily as a result
        of
        differences resulting from only having nine months of depreciation in Fiscal
        2004 and on equipment placed into service during Fiscal 2005.
 
 Other
        Income decreased $ 958,472 to a loss of $435,644 for Fiscal 2005 from an
        income
        of $522,828 for the nine months ended September 2004. Other income and expenses
        during Fiscal 2005 primarily consisted of $198,017 in realized gains on the
        sale
        of investment in real estate and $26,028 in realized gain on sale of trading
        securities, which were offset by $654,123 in unrealized loss on trading
        securities.
 
 The
        change in revenue recognition, losses in other income and from operation
        resulted in a decrease in Net Income of $3,551,116 to a net loss of $2,302,064
        for Fiscal 2005 from net income of $1,249,052 for the nine months ended
        September 30, 2004.
 
 **Liquidity
        and Capital Resources**
 
 During
        Fiscal 2005, we consumed net cash in the amount of $113,448; consisting of
        $452,787 used in operations and $95,978 used in financing activities, which
        was
        offset in part by $435,317 cash provided by investing activities.
 
 Net
        cash
        used in operating activities was $452,787 for Fiscal 2005, consisting of
        net
        loss of $2,302,064, adjustments for gain on sale of investments of $198,017
        and
        deferred income tax of $640,427, and increases in marketable and non-marketable
        securities of $509,815 and accounts and stock receivable of $127,625, which
        were
        offset by adjustments for depreciation and amortization of $51,624, bad debt
        expense of $108,500 and stock and assets issued for services of $1,705,827,
        decreases in notes receivable of $25,000 and other assets of $36,579, and
        increases in accounts payable of $145,764 and deferred revenue of $1,251,867.
        During Fiscal 2005, we conducted a special campaign to advertise our services
        which accounted for most of our cash expenditures. We signed several new
        clients
        from the campaign, and, as a result our marketable and non-marketable securities
        and deferred revenue increased.
 
 11
 Net
        cash
        provided by investing activities was $423,787 for Fiscal 2005, consisting
        of
        proceeds from sale of real estate of $443,017, which was offset by purchase
        of
        furniture and equipment of $7,700 and purchase of marketable securities of
        $11,530. During Fiscal 2005, we sold a parcel of real estate which had been
        provided to us by Stephen Brock, our President and Chief Executive Officer.
        We
        may have cash provided by investing activities in this manner in the
        future.
 
 Net
        cash
        used by financing activities was $95,978 for Fiscal 2005, consisting of payments
        on installment notes payable of $178,567 and net payments on bank line of
        credit
        of $8,309, which were offset by proceeds from notes payable of $84,200. The
        note
        payable represents funds that we borrowed from an individual with whom Mr.
        Brock
        has a business relationship and an entity controlled by such
        individual.
 
 As
        of
        September 30, 2005, we had negative net working capital of $1,039,893;
        consisting of $759,294 in cash and marketable securities, $74,902 in accounts
        and notes receivable (net of allowance for uncollectibility) and $1,874,089
        in
        current liabilities.
 
 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 consisting of 19% to 22% cash which we use for our
        out-of-pocket expenses and to assist us with 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 our clients become fully
        reporting, publicly traded companies, non-marketable securities, which was
        $1,623,552 as of September 30, 2005, would become marketable securities and
        deferred revenues, which was $1,480,200 as of September 30, 2005, would
        decrease. Both of these results would have a significant positive impact
        on our
        working capital. Accounts payable and accrued expenses increased $145,764
        during
        Fiscal 2005, which had an adverse effect on our working capital; however,
        we
        believe that we could decrease the relative amount of accounts payable 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 fully reporting,
        publicly traded, companies also drives our ability to generate cash flows
        from
        operations. However, even if markets do develop for the shares of common
        stock
        which we hold, those markets will most likely be illiquid and highly volatile.
        We would continue to face difficulty in generating positive cash flows from
        operations from sales of the marketable securities.
 
 As
        discussed above under the heading “Trends Affecting Our Revenue,” our clients
        face obstacles in undertaking the process of becoming fully reporting, publicly
        traded companies. As of the end of Fiscal 2005, most of our consulting contracts
        had not made it past the first milestone and none of our clients had made
        it
        past the second milestone. This has had a material adverse effect on our
        working
        capital position and potential cash flows from operations.
  We
        believe that we can meet our cash requirements during the next twelve (12)
        months from a combination of sales of marketable securities, payments from
        clients and our ability to raise additional debt or equity capital. As
        of
        September 30, 2005, we had lines of credit totaling $85,000, of which $80,476
        was borrowed. In the past, from time-to-time, Mr. Brock has provided personal
        capital funding to the company and has expressed his intent to continue to
        support operations with additional funds in the event other outside funding
        sources, cash from operations or sales of marketable securities do not provided
        sufficient funds during the next twelve (12) 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.
  12
  **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. The services provided
        sometimes 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 customers 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%). 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
        first milestone and we had deferred revenue of $1,480,200, which were subject
        to
        changes in the percentage revnue earned for the second, third or fourth
        milestone.
 
 13
 *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, 2005, we had non-marketable securities valued
        at
        $1,623,552 as a result of third party private sales by our clients of their
        common stock at per share prices ranging from $0.10 to $1.00. 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.
  14
  **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, 2005, and the related consolidated
        statements of operations, stockholders’ equity and cash flows for the year ended
        September 30, 2005 and the nine months ended September 30, 2004. 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.
 
 As
        further discussed in Note 1 to the consolidated financial statements, PCMC
        restated the Consolidated Statements of Cash Flows for the years ended September
        30, 2005 and 2004 to classify Proceeds from Sale of Marketable Securities
        from Net
        Cash
        Provided by Investing Activities to Net
        Cash
        Used in Operating Activities .
 
 In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of PCMC as of September 30, 2005
        and
        the results of its operations and its cash flows for the year ended September
        30, 2005 and the nine months ended September 30, 2004 in conformity with
        accounting principles generally accepted in the United States of
        America.
 
 Malone
        & Bailey, PC
 www.malone-bailey.com
 Houston,
        Texas
 
 December
        28, 2005 (except for Note 1 which is as of August 21, 2006)
  15
  PUBLIC
        COMPANY MANAGEMENT CORPORATION
 CONSOLIDATED
        BALANCE SHEET
 September
        30, 2005
 ASSETSCurrent
                    AssetsCash
                
                $
                40,061Accounts
                    receivable, net of $45,000 allowance for doubtful accounts
                
                
                11,981Notes
                    receivable
                
                
                56,500Marketable
                    securities
                
                
                719,233Other
                    assets
                
                
                6,421Total
                    Current Assets
                
                
                834,196Stock
                    receivable, net of $45,000 allowance for doubtful accounts
                
                
                394,975Non-marketable
                    securities
                
                
                1,623,552Furniture
                    and equipment, net of accumulated depreciation of $29,769
                
                
                69,797Website,
                    net of accumulated amortization of $58,946
                
                
                37,187TOTAL
                    ASSETS
                
                $
                2,959,707LIABILITIES
                    AND STOCKHOLDERS’ EQUITYCurrent
                    LiabilitiesAccounts
                    payable and accrued expenses
                
                $
                213,198Current
                    portion of installment notes payable
                
                
                16,015Bank
                    lines of credit
                
                
                80,476Notes
                    payable
                
                
                84,200Deferred
                    revenues
                
                
                1,480,200Total
                    Current Liabilities
                
                
                1,874,089Long-term
                    portions of installment note payable
                
                
                32,029TOTAL
                    LIABILITIES
                
                
                1,906,118Stockholders’
                    EquityCommon
                    stock, $.001 par value, 50,000,000 shares authorized, 22,553,171
                    shares
                    issued and outstanding
                
                
                22,553Paid
                    in capital
                
                
                1,954,003Accumulated
                    deficit
                
                
                (922,967
                )TOTAL
                    STOCKHOLDERS’ EQUITY
                
                
                1,053,589TOTAL
                    LIABILITIES AND STOCKHOLDERS’ EQUITY
                
                $
                2,959,707
 
 The
        accompanying notes are an integral part of these consolidated financial
        statements.
  16
  PUBLIC
        COMPANY MANAGEMENT CORPORATION
 CONSOLIDATED
        STATEMENTS OF OPERATIONS
 For
        the
        Year Ended September 30, 2005 and
 the
        Nine-Month Period Ended September 30, 2004
 
 **2005**
                
                **2004**(Restated)Revenue
                
                $
                1,422,535
                
                $
                2,089,919General
                    and administrative
                
                
                3,769,258
                
                
                689,902Bad
                    debt expense
                
                
                108,500
                
                
                -Depreciation
                    and amortization
                
                
                51,624
                
                
                33,366Total
                    operating expenses
                
                
                3,929,382
                
                
                723,268Net
                    (loss) income from operations
                
                
                (2,506,847
                )
                
                1,366,651Other
                    income and (expense)Interest
                    expense
                
                
                (19,983
                )
                
                (13,819
                )Interest
                    income
                
                
                14,417
                
                
                13,401Realized
                    gain on sale of real estate and other assets
                
                
                198,017
                
                
                929Realized
                    gain on sale of marketable securities
                
                
                26,028
                
                
                146,588Unrealized
                    gain (loss) on marketable securities
                
                
                (654,123
                )
                
                375,729Total
                    other income (expense)
                
                
                (435,644
                )
                
                522,828(Loss)
                    income before income taxes
                
                
                (2,942,491
                )
                
                1,889,479Deferred
                    income tax (benefit)
                
                
                (640,427
                )
                
                640,427NET
                    (LOSS) INCOME
                
                $
                (2,302,064
                )
                $
                1,249,052Weighted
                    average shares outstanding
                
                
                21,516,399
                
                
                15,731,274Basic
                    and diluted loss per share
                
                $
                (.11
                )
                $
                .08
  The
        accompanying notes are an integral part of these consolidated financial
        statements.
  17
  PUBLIC
        COMPANY MANAGEMENT CORPORATION
 CONSOLIDATED
        STATEMENTS OF CASH FLOW
 For
        the
        Year Ended September 30, 2005 and
 the
        Nine-Month Period Ended September 30, 2004
 2005
                
                2004(Restated)
                
                (Restated)Cash
                    Flows Used in Operating ActivitiesNet
                    (loss) income
                
                $
                (2,302,064
                )
                $
                1,249,052Adjustments
                    to reconcile net (loss) income to net cash used in operating
                    activities:Depreciation
                    and amortization
                
                
                51,624
                
                
                33,366Bad
                    debt expense
                
                
                108,500
                
                
                -Gain
                    on sale of investments
                
                
                (198,017
                )
                
                (929
                )Stock
                    and assets issued for services
                
                
                1,705,827
                
                
                -Deferred
                    income tax
                
                
                (640,427
                )
                
                640,427Changes
                    in:Marketable
                    and non marketable securities
                
                
                (509,815
                )
                
                (1,134,162
                )Accounts
                    and stock receivable
                
                
                (127,625
                )
                
                (450,000
                )Notes
                    receivable
                
                
                25,000
                
                
                (219,330
                )Other
                    assets
                
                
                36,579
                
                
                (13,000
                )Accounts
                    payable and accrued expenses
                
                
                145,764
                
                
                57,924Deferred
                    revenue
                
                
                1,251,867
                
                
                (99,167
                )Net
                    Cash Provided by (Used in) Operating Activities
                
                
                (452,787
                )
                
                64,181Cash
                    Flows Provided by Investing ActivitiesProceeds
                    from sale of real estate
                
                
                443,017
                
                
                -Purchase
                    of furniture and equipment
                
                
                (7,700
                )
                
                (55,658
                )Payments
                    for construction of website
                
                
                -
                
                
                (55,439
                )Purchase
                    of investment property
                
                
                -
                
                
                (38,450
                )Net
                    Cash Provided by (Used in) Investing Activities
                
                
                435,317
                
                
                (149,547
                )Cash
                    Flows (Used) by Financing ActivitiesNet
                    proceeds from (payments on) bank line of credit
                
                
                (8,309
                )
                
                7,488Proceeds
                    from notes payable
                
                
                84,200
                
                
                43,997Payments
                    on installment notes payable
                
                
                (178,567
                )
                
                (15,824
                )Capital
                    contributions
                
                
                -
                
                
                196,487Sale
                    of common stock
                
                
                6,698
                
                
                -Net
                    Cash (Used) Provided by Financing Activities
                
                
                (95,978
                )
                
                232,148Net
                    increase (decrease) in cash
                
                
                (113,448
                )
                
                146,782Cash
                    at beginning of period
                
                
                153,509
                
                
                6,727Cash
                    at end of period
                
                $
                40,061
                
                $
                153,509Cash
                    paid during the year for:Interest
                
                $
                14,417
                
                $
                13,819Income
                    taxes
                
                $
                -
                
                $
                -
  The
        accompanying notes are an integral part of these consolidated financial
        statements.
  18
  PUBLIC
        COMPANY MANAGEMENT CORPORATION
 CONSOLIDATED
        STATEMENTS OF STOCKHOLDERS’ EQUITY
 
 COMMON
                    STOCKCOMMON
                  SHARES
                
                STOCK
                  AMOUNT
                
                PAID
                  IN
                  CAPITAL
                
                RETAINED
                    EARNINGS
                  (ACCUMULATED
                  DEFICIT)
                
                TOTAL
                  STOCKHOLDERS’
                  EQUITYBalance
                    at January 1, 2004
                
                
                15,731,274
                
                $
                15,731
                
                $
                59,049
                
                $
                130,045
                
                $
                204,825Owner
                    capital contribution
                
                
                
                
                
                
                
                
                196,487
                
                
                
                
                
                196,487Net
                    Income
                
                
                
                
                
                
                
                
                
                
                
                1,249,052
                
                
                1,249,052Balance
                    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
                )
                $
                1,053,589
  The
          accompanying notes are an integral part of these consolidated financial
          statements.
 19
  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 (the “Agreement”) with the certain controlling shareholders
        of GoPublicToday.com, (“GPT”), Pubco White Papers, Inc., (“PWP”), Nevada Fund,
        (“NF”), 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 NF, 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
        Agreement, MyOffiz obtained 100% of GPT and PWP, 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 consulting and advisory services to small
        businesses seeking to create long-term value by participating in public capital
        markets. Pubco WhitePapers hosts a comprehensive body of knowledge on private
        and public equity markets. GoPublicToday.com provides consulting services
        and
        advice to companies seeking to go public. Public Company Management Services
        provides consulting services and advice to new and existing public companies
        in
        connection with reporting 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.
 
 20
  *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.
 
 *Revenue
        Recognition.* PCMC
        is
        primarily engaged in education and consulting services to 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) consulting services related
        to assisting small, privately held companies with the registration of securities
        and admission of securities to trading on the OTCBB or other securities market,
        and (b) compliance services for clients trading on OTCBB or other securities
        market.
 
 *Consulting
        Revenues.* PCMC
        enters into consulting 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 represent in excess of 75% of the total value of the contract.
        The common stock portion of the contract is generally due when the client
        executes an initial private placement and the cash portion is due in
        installments upon the achievement of milestones.
 
 PCMC
        recognizes consulting revenues over the period of service as certain milestones
        are achieved. Effective with the second quarter ended March 31, 2005, Public
        Company Management Corporation elected to modify its policy for revenue
        recognition for its initial consulting contracts. The original policy, which
        applied through the quarter ended December 31, 2004, recognized 20% after
        the
        performance of services related to consulting services and advice relating
        to
        private placements of equity (phase I), 40% relating to consulting services
        and
        advice relating to filing registration statements with the SEC, and 40% relating
        to consulting services and advice relating to admission to trading or other
        market. The new policy, effective for the quarter ended March 31, 2005, split
        out phase I between consulting services and advice relating to an initial
        round
        of private financing and the preparation (but not including the SEC clearance)
        of a registration statement with an estimated 20% of the total effort spent
        on
        each, since each of these new four phases is clearly distinct from the others,
        the clients receive clear and separable benefits from each phase, and any
        of the
        phases could be separately done by other consultants if necessary. Phase
        II is
        reduced to include only the consulting services and advice relating to filing
        and clearance of a registration statement. The estimated total hours required
        to
        perform all functions remains the same, so the percentage of revenue to
        recognize each of Phases Ia, Ib, II and III is adjusted to 20%, 20%, 25%
        and
        35%, based on the value received by the clients at measurable milestones
        in the
        public reporting process.
 
 Cash
        and
        common stock received in advance of services are recorded as deferred revenues.
 
 21
  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.
 
 *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 the
        Company 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 $32,044 and $20,286 in fiscal 2005 and for the nine months
        ended
        September 30, 2004, 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.
 
 *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.
 
 22
  *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,
        2005.
 
 *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 and the nine-month period ended September 30, 2004 to classify 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.
 
 2005
              
              2004As
                  originally reported:Net
                  Cash Used in Operating Activities
              
              
              (814,439
              )
              
              (151,669
              )Net
                  Cash Provided by Investing Activities
              
              
              796,969
              
              
              66,303Restated:Net
                  Cash Provided by (Used in) Operating Activities
              
              
              (452,787
              )
              
              64,181Net
                  Cash Provided by (used in) Investing Activities
              
              
              435,317
              
              
              (149,547
              )
 
 Prior
        to
        the restatement discussed above, PCMC had restated its financial statements
        for
        the nine-month period ended September 30, 2004, as discussed below.
 
 On
        February 11, 2005, PCMC discovered certain errors resulting in an understatement
        of previously reported net income and overstatement of previously reported
        paid
        in capital as of September 30, 2004. PCMC's holdings of Urbanalien stock
        were
        incorrectly valued, using $.51 instead of the more accurate $.03 per share,
        or a
        $399,360 drop in total unrealized holding gains. PCMC's holdings of Winfield
        stock were overstated by 400,000 shares. This dropped their valuation by
        $140,000 at the $.35 market price. Acies paid PCMC $450,000 during fiscal
        2004
        for services which was incorrectly included as a capital contribution instead
        of
        revenues. PCMC's holdings of 212,222 shares of Nevwest Securities at $.09
        per
        share were incorrectly not counted during the audit. Two real estate investments
        and two additional real estate purchase deposits totaling $275,000 original
        cost
        and $158,832 in mortgage debt were incorrectly not included in the financial
        statements as originally presented. Accounts receivable contained errors
        in the
        priced values of securities to be received for services under the revenue
        recognition policy that records revenues based on the extent of services
        performed each accounting period. Accounts receivable was not properly reduced
        by the deferred revenue portion on a by-client basis. Net income increased
        $3,933 as a result of the restatement. Basic and diluted net income per share
        did not change.
 
 23
  NOTE
        2 -
        LIQUIDITY
 
 As
        shown
        in the accompanying financial statements, PCMC incurred losses from operations
        and had negative cash flows from operations during fiscal 2005. 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, 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.
  The
        composition of marketable securities, classified as current assets, is as
        follows at September 30, 2005:
 Cost
                
                Fair
                    ValueCommon
                    stock
                
                $
                977,160
                
                $
                719,233
  Investment
        income for the year ended September 30, 2005 and the nine months ended September
        30, 2004, consists of the following:
 2005
                
                2004Gross
                    realized gains from sales of trading securities
                
                $
                113,827
                
                $
                148,116Gross
                    realized losses from sales of trading securities
                
                
                (87,999
                )
                
                (1,528
                )Net
                    unrealized holding gains (losses)
                
                
                (654,123
                )
                
                375,729Net
                    investment income (loss)
                
                $
                (628,095
                )
                $
                522,317
  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 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 client stock and $25,000 in cash. The remaining
        cash
        balance of the note receivable totaling $56,500 is due in January 2006. A
        loss
        on the settlement of $18,500 was recorded to bad debt expense.
 
 24
  NOTE
        5 -
        PROPERTY AND EQUIPMENT
 
 Property
        and equipment consists of the following at September 30,
        2005:
 Estimated
                    Useful Life
                
                
                Cost
                
                
                Accumulated
                  Depreciation
                
                
                Net
                    Book
                  ValueVehicle
                
                
                5
                    Years
                
                
                61,938
                
                
                (6,194
                )
                
                55,744Office
                    furniture and fixtures
                
                
                7
                    years
                
                
                15,086
                
                
                (7,122
                )
                
                7,964Office
                    computers and equipment
                
                
                3
                    years
                
                
                22,542
                
                
                (16,453
                )
                
                6,089TOTAL
                
                
                
                
                $
                99,566
                
                $
                (29,769
                )
                $
                69,797
 
 Depreciation
        expense totaled $19,580 and $13,080 for the year ended September 30, 2005
        and
        the nine months ended September 30, 2004, respectively.
 
 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 LINES OF CREDIT AND SHORT-TERM NOTES PAYABLE
 
 PCMC
        has
        the following bank lines of credit and short-term notes:
 Line
                    of Credit Amount
                
                Outstanding
                    as of September 30, 2005
                
                Interest
                    Rate
                
                Due
                    DateBank
                    of America
                
                $
                45,000
                
                $
                40,775
                
                
                8.25
                %
                
                DemandWells
                    Fargo Bank
                
                $
                40,000
                
                $
                39,701
                
                
                14.50
                %
                
                DemandAventura
                    Holdings, Inc. (a)
                
                
                N/A
                
                $
                48,600
                
                
                18.00
                %
                
                12/08/05Jukka
                    Tolonen (individual) (a)
                
                
                N/A
                
                $
                35,600
                
                
                18.00
                %
                
                12/27/05
 (a)
        See
        Note 13 for a description of the refinancing related to the Aventura Holdings,
        Inc. and Jukka Tolonen notes.
 
 NOTE
        8 -
        NOTE PAYABLE
 
 PCMC
        purchased a new car in May 2005, financed by Infinity in 36 equal monthly
        installments of $1,510, including interest at 2.9%. As of September 30, 2005,
        principal and interest of $18,119 will be due in fiscal 2006, $18,119 in
        fiscal
        2007, $5,130 in fiscal 2008.
  25
 
 NOTE
        9 -
        INCOME TAXES
  PCMC
        has
        deductible net operating losses of approximately $170,000 at September 30,
        2005. These expire 20 years after incurred. Components of deferred tax
        assets and liabilities at September 30, 2005 are as follows:
  Deferred
                  tax asset
              
              $
              58,000Valuation
                  allowance
              
              
              (58,000
              )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 $58,000. The net change in the total
        valuation allowance for the year ended September 30, 2005 was an increase
        of
        $58,000.
 
 NOTE
        10 -
        COMMON STOCK
 
 The
        majority shareholder of those entities received 15,326,650 shares and the
        minority shareholders received 404,624 shares in MyOffiz, Inc. on October
        1,
        2004. 4,593,350 shares of MyOffiz were outstanding prior to the
        combination.
 
 In
        October 2004, 1,155,376 PUBC shares were issued for services rendered and
        valued
        at their fair value of $.18 per share. In December 2004, 64,835 shares were
        issued for cash to two investors for $6,763 in total, or an average of $.10
        per
        share.
 
 In
        February 2005, 60,000 shares were issued for services rendered and valued
        at
        their fair value of $.85 per share, or $51,000. During April 2005 through
        September 2005, 948,336 shares were issued for services and valued at their
        fair
        values ranging from $1.05 - $1.30 per share, or $1,439,623.
 
 At
        September 30, 2005, PCMC accrued $50,547 in consulting services to non-employees
        payable in PCMC common stock, which is recorded as accounts payable in the
        consolidated balance sheet.
 
 NOTE
        11 -
        CONCENTRATIONS
 
 In
        2005,
        one customer accounted for approximately 12% of total revenues. One customer
        accounted for 44.5% of total revenues in 2004.   No other customer
        accounted for more than 10% in 2005 and 2004.
 
 NOTE
        12 -
        COMMITMENTS
 
 PCMC
        is
        provided office space by its founder and majority shareholder at no cost
        on a
        month-to-month basis during 2004 and 2005.
 
 26
  NOTE
        13 -
        SUBSEQUENT EVENT
 
 On
        December 22, 2005 PCMC renegotiated notes payable to Aventura Holdings, Inc.
        for
        $48,600 and to Jukka Tolonen, owner of Aventura Holdings, Inc., for $35,600
        into
        one consolidated note of $88,409, including original principal and accrued
        interest.  The new note, payable solely to Aventura Holdings, Inc. is
        payable on June 30, 2006 and will accrue interest at 12% per annum. Aventura
        Holdings, Inc. will be issued 50,000 shares of PCMC restricted stock before
        January 6, 2006 as consideration for the consolidation and renewal modification
        of the notes.
  27
  **Item
        8.**  **Changes
        In and Disagreements With Accountants on Accounting and Financial
        Disclosures**
 
 None.
 
 **Item
        8A.**  **Controls
        and Procedures**
  PCMC
        maintains disclosure controls and procedures that are designed to ensure
        that
        information required to be disclosed in its Exchange Act reports is recorded,
        processed, summarized and reported within the time periods specified in the
        SEC's rules and forms, and that such information is accumulated and communicated
        to its management, including its Chief Executive Officer/Chief Financial
        Officer, as appropriate, to allow timely decisions regarding required disclosure
        based closely on the definition of "disclosure controls and procedures" in
        Rule
        13a-14(c). In designing and evaluating the disclosure controls and procedures,
        management recognized that any controls and procedures, no matter how well
        designed and operated, can provide only reasonable assurance of achieving
        the
        desired control objectives, and management necessarily was required to apply
        its
        judgment in evaluating the cost-benefit relationship of possible controls
        and
        procedures. PCMC maintains that the controls and procedures in place do provide
        reasonable assurance that all necessary disclosures are communicated as
        required.
  At
        the
        end of the period covered by this Annual Report, PCMC carried out an evaluation,
        under the supervision of its Chief Financial Officer, of the effectiveness
        of
        the design and operation of PCMC's disclosure controls and procedures. Based
        on
        the foregoing, PCMC's Chief Financial Officer concluded that PCMC's disclosure
        controls and procedures were not effective to ensure that all material
        information required to be filed in this Annual Report has been made known
        to
        them in a timely fashion. **** 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, 2005, Malone
&
Bailey, PC identified deficiencies that existed in the design or operation
        of
        our internal control over financial reporting that it considers to be “material
        weaknesses.” The Public Company Accounting Oversight Board 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 control related to revenue recognition and
        valuation of non-marketable securities. The adjustment to revenues and
        non-marketable securities and associated footnote disclosures were detected
        in
        the audit process and have been appropriately recorded and disclosed in this
        Form 10-KSB. 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 our accounting staff. Additional effort
        is
        needed to fully remedy these deficiencies and we are continuing our efforts
        to
        improve and strengthen our control processes and procedures. Our management
        and
        directors will continue to work with our auditors and other outside advisors
        to
        ensure that our controls and procedures are adequate and effective.
 
 28
 Except
        as
        otherwise discussed herein, there have been no changes in PCMC’s internal
        control over financial reporting during the most recently completed fiscal
        quarter, that have materially affected, or are reasonably likely to materially
        affect, PCMC’s internal control over financial reporting.
 
 **Item
        8B.**  **Other
        Information.**
 
 None.
 
 **PART
        III.**
 
 **Item
        9.**  **Directors,
        Executive Officers and Control Persons, Compliance With Section 16(a) of
        the
        Exchange Act**
 
 **Sole
        Directors and Executive Officer**
 
 Stephen
        Brock, age 49, is the sole director, President, Chief Executive Officer,
        Treasurer, and Secretary of the Company. He has served in these capacities
        since
        the Company acquired PubCo White Papers, Inc., GoPublicToday.com, Inc., Nevada
        Fund, and Public Company Management Services, Inc. from Mr. Brock in October
        2004 (the “Acquisition”). Prior to the Acquisition, Mr. Brock was self employed
        and was engaged primarily in the startup and operation of the entities involved
        in the Acquisition. Prior to February 2000, 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. Mr. Brock is a registered investment
        advisor and currently holds NASD Series 7, 24, 63, and 65 licenses.
 
 **Committees
        of the Board of Directors**
 
 The
        Company currently has no audit or compensation committee or other board
        committee performing equivalent functions. All functions of the audit committee
        and compensation committee are performed by the Company’s Sole Director.
 
 The
        Sole
        Director has appointed an Advisory Board consisting of the following persons.
        The purpose of the Advisory Board is to provide advice and counsel to the
        Sole
        Director on legal and regulatory compliance and other areas relating to the
        operation of the Company. The advisory board focuses on strengthening
        PCMC's business model by making actionable recommendations that PCMC
        management and its network of supporters can execute to create intrinsic
        value.
 
 **Name**
              
              **Age**
              
              **Business
                  Background**Steve
                  Chaussy
              
              51
              
              Mr.
                  Chaussy 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.
  29
   **Name**
              
              **Age**
              
              **Business
                  Background**
 Steven
                  A Boyko
              
              58
              
              Mr.
                  Boyko 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 National Association of Securities
                  Dealers, Inc. ("NASD") and thereafter spent a successful career
                  in the
                  securities industry as a registered managing principal (Series
                  24) and a
                  financial and operational principal (Series 27). 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 and Banneker Asset
                  Management.Peter
                  J. Chepucavage
              
              58
              
              Peter
                  served three plus years as Attorney Fellow for the Securities and
                  Exchange
                  Commission in Washington D.C., where he worked primarily in the
                  business
                  continuity and Regulation SHO areas. He was involved in the drafting
                  of
                  Regulation SHO and the married puts release. Peter was also involved
                  in
                  numerous Regulation M enforcement cases and securities
                  futures.
                
                Prior
                  to that Peter served as Counsel at Fulbright & Jaworski in New York
                  City. The practice was devoted primarily to the representation
                  of
                  broker-dealers and investment advisers in both law and compliance,
                  including derivatives. Fulbright & Jaworski's Financial Institutions
                  Practice Group in New York provides a broad range of services with
                  an
                  emphasis on representation of foreign and domestic broker-dealers,
                  investment advisers and investment companies. The office regularly
                  counsels a dozen broker-dealers including specialists, day trading
                  firms,
                  clearing firms, a stock exchange and at least 15 investment advisory
                  firms, six registered investment companies and over 25 domestic
                  and
                  offshore private investment funds.
  30
  **Name**
              
              **Age**
              
              **Business
                  Background**
 Gary
                  N. Clark
              
              60
              
              Gary
                  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.William
                  Bradford Smith
              
              57
              
              William
                  Bradford "Brad" Smith II has served as an adviser to Stephen Brock
                  since
                  2002 and chairs Public Company Management Corporation's Advisory
                  Board.  Mr. Smith has more than 20 years experience as a capital
                  market practitioner and financial service company officer, director
                  or
                  adviser.  Brad is currently developingwww.smecapitalmarkets.netas
                  a knowledge exchange platform.
                
                Since
                  July 1991, Brad has operated WBS&A Ltd., a management consulting firm
                  that helps companies develop and execute business and capital market
                  strategies.  Smith's work centers on helping company teams
                  develop business models, identifying secondary market value creation
                  strategies for emerging public companies, advising entry-level,
                  development-stage issuers as they undertake SEC registered offerings,
                  working with company owners to monetize maximum values of their
                  business
                  assets and serving as an intermediary to facilitate transactions.
                
                From
                  1979 to 1981, Brad founded Marshall Homes as a Johnstown American
                  Company
                  holding and sales entity that converted 38 company owned apartment
                  properties into condominiums as a strategy to maximize asset
                  values and liquidate trapped equity.  And, from 1975 to 1979
                  Brad 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 5th largest REIT. From 1981 to
                  1988, Smith
                  managed personal investments and consulted with entities that specialized
                  in capitalizing emerging companies. From 1988 to July 1991, 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.
                
                Previously
                  Brad 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.
                  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 securities regime
                  for
                  small issuers.  Brad has organized, sponsored or addressed numerous
                  capital formation conferences and 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.
  31
  **Name**
              
              **Age**
              
              **Business
                  Background**
 Bill
                  Ross
              
              57
              
              Mr.
                  Ross is President of Public Securities, Inc., established in 1986,
                  which
                  operates as a full service broker-dealer in Spokane, Washington
                  and is a
                  member of the NASD and SIPC. Public specializes in market making
                  and the
                  filing of 15c2-11’s on new companies. Public generally files 50-100
                  applications in an average year, and acts as a market maker on
                  approximately the same number of securities. Public Securities
                  clears its
                  business through Emmett A. Larkin Co., Inc., a San Francisco based
                  clearing firm established in 1959. They provide total back office
                  services
                  that are also found at large well known clearing firms. Their automated
                  systems enable us to perform the execution and clearing of security
                  transactions with speed and
                  efficiency.
 
 **Section
        16(a) Beneficial Ownership Reporting Compliance**
 
 Section
        16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s
        directors, executive officers, and persons who beneficially own more than
        10% of
        a registered class the Company’s equity securities, to file various reports with
        the SEC concerning their holdings of, and transactions in, securities of
        the
        Company. Copies of these filings must be furnished to the Company. Based
        on a
        review of the copies of such forms furnished to the Company, and other
        information, the Company believes that during the fiscal year ended September
        30, 2005, all of its directors and executive officers were in compliance
        with
        the applicable filing requirements.
 
 **Code
        of Ethics**
 
 The
        Company has adopted a code of ethics applicable to our chief executive officer,
        chief financial officer and chief accounting officer. A copy of the code
        of
        ethics is available for viewing on our website http://www.publiccompanymanagement.com ,
        and may
        also be obtained by any person upon written request to the Company at its
        principal executive offices.
  32
 
 **Item
                  10.**
              **Executive
                  Compensation**
 
 The
        following table sets forth information concerning the compensation paid by
        the
        Company to its Chief Executive Officer and to each other executive officer
        whose
        total cash compensation exceeded $100,000 for services rendered for the fiscal
        year ended September 30, 2005.
 
 **SUMMARY
        COMPENSATION TABLE**
 **ANNUAL
        COMPENSATION**
 **Annual
                    Compensation****Name
                    and Principal Position**
                
                **Year**
                
                **Salary**
                  **($)**
                
                **Bonus**
                  **($)**
                
                **Other
                    Annual**
                  **Compensation**Stephen
                    Brock
                
                2005
                
                $592,270
                
                $545,000(1)
                
                (2)President,
                    Secretary and Treasurer
                
                2004
                
                $
                    65,000
                
                $
                    -
                    0 -
                
                (2)
  (1)
            Includes
                the value of 850,000 shares of Common Stock issued as a
                bonus. (2)
            Other
                annual compensation includes personal benefits and other perquisites
                which
                together did not exceed the lesser of $50,000 or 10% of the total
                annual
                salary and bonus. 
 The
        Company does not provide a separate compensation arrangement for Mr. Brock
        as
        its sole director, in such capacity, and does not have an employment contract
        with Mr. Brock.
 
 **Item
        11. Security Ownership of Management and Certain Security
        Holders**
 
 The
        following table lists the beneficial ownership of shares of our Common Stock
        by
        (i) all persons and groups known by the Company to own beneficially more
        than 5%
        of the outstanding shares of our Commons Stock, (ii) each director, nominee
        and
        executive officer, and (iii) all directors and officers as a group. Information
        with respect to directors, officers, and their families is as of September
        30,
        2005 and is based on the books and records of the Company and information
        obtained from each individual. Information with respect to other stockholders
        is
        based upon the Schedule 13D or Schedule 13G filed by such stockholders with
        the
        Securities and Exchange Commission. Unless otherwise stated, the business
        address of each individual or group is the same as the address of the Company’s
        principal executive office and the person indicated is the sole beneficial
        owner
        of all shares.
  **Name
                    of Individual or Group**
                
                **Common
                    Stock**
                
                **%
                    of Class**5%
                    Stockholders:Catalyz
                    Investment Asia PTE LTD
                  913
                    Bukit Timah Road #02-01
                  Singapore
                    589623
                
                
                1,152,857
                
                
                6
                %Individual
                    Directors, Officers and Nominees:Stephen
                    Brock
                
                
                16,176,650
                
                
                72
                %All
                    Directors and Officers as a Group:
                
                
                16,176,650
                
                
                72
                %
  33
  **Item
        12. Certain Relationships and Related Transactions**
 
 None.
  **Item
        13.** **Exhibits**
 
 **Exhibit**
              
              **Description****2.1**
              
              Exchange
                  Agreement dated October 1, 2004 between MyOffice, Inc. and the
                  Company
                  (incorporated herein by reference as contained in Form 8-K, previously
                  designated as Exhibit 10.1, filed on October 6, 2004).**2.2**
              
              Amended
                  Exchange Agreement dated October 1, 2004 between MyOffice, Inc.
                  and the
                  Company (incorporated herein by reference as contained in Form
                  8-K,
                  previously designated as Exhibit 10.2, filed on October 13,
                  2004).**3.1**
              
              Original
                  and Amended Articles of Incorporation of the Company (incorporated
                  herein
                  by reference as contained in Form 10-QSB, filed on May 18, 2005).**3.2**
              
              Bylaws
                  of the Company (incorporated herein by reference as contained in
                  Form
                  10-QSB, filed on May 18, 2005).**4.1**
              
              2005
                  Stock Award Plan I (incorporated herein by reference as contained
                  in Form
                  S-8, File # 000-50098, filed on June 20, 2005).**4.2**
              
              2005
                  Non-Employee and Consultants Retainer Stock Plan, dated June 20,
                  2005
                  (incorporated herein by reference in Form S-8, File #000-50098,
                  filed on
                  July 1, 2005)**10.1**
              
              Services
                  Contract dated September 30, 2005 between GPT and JD Financial
                  Services
                  and Associates, Inc. (incorporated herein by reference as contained
                  in
                  Form 8-K, filed on October 5, 2005).**10.2**
              
              Services
                  Contract dated September 29, 2005 between GPT and Miller Sports
                  Technologies, Inc. (incorporated herein by reference as contained
                  in Form
                  8-K, filed on October 5, 2005).**10.3**
              
              Services
                  Contract dated September 27, 2005 between GPT and LTS LeaderBoard
                  Tournament, Inc. (incorporated herein by reference as contained
                  in Form
                  8-K, filed on October 5, 2005).
  34
  **Exhibit**
              
              **Description**
 **10.4**
              
              Services
                  Contract dated August 26, 2005 between GPT andPN2media, Inc. (incorporated
                  herein by reference as contained in Form 8-K, filed on August 30,
                  2005).**10.5**
              
              Services
                  Contract dated June 29, 2005 between GPT and Exousia, Corp. (incorporated
                  herein by reference as contained in Form 8-K, filed on July 8,
                  2005).**10.6**
              
              Services
                  Contract dated June 30, 2005 between GPT and Sports Dimensions,
                  Inc.
                  (incorporated herein by reference as contained in Form 8-K, filed
                  on
                  July8, 2005).**10.7**
              
              Services
                  Contract dated May 23, 2005 between GPT and Systems Annex (incorporated
                  herein by reference as contained in Form 8-K, filed on June 3,
                  2005).**10.8**
              
              Services
                  Contract dated May 19, 2005 between GPT and FLC Properties (incorporated
                  herein by reference as contained in Form 8-K, filed on May 31,
                  2005).**10.9**
              
              Public
                  Relations Consulting Agreement dated April 1, 2005 between Meridian
                  Advisors, Inc. and the Company (incorporated herein by reference
                  as
                  contained in Form 8-K, filed on April 4, 2005).**10.10**
              
              Newsletter
                  Distribution Agreement dated February 22, 2005 between Leverage
                  By Design,
                  Inc. and the Company (incorporated herein by reference as contained
                  in
                  Form 8-K, filed on April 11, 2005).**10.11**
              
              Investor
                  Relations Services Agreement dated April 1, 2005 between Ibis Consulting
                  Group, LLC and the Company (incorporated herein by reference as
                  contained
                  in Form 8-K, filed on April 4, 2005).**10.12**
              
              Services
                  Contract dated March 20, 2002 between Terrax, Inc. and the Company
                  (incorporated herein by reference as contained in Form 10-QSB,
                  filed on
                  May 18, 2005).**10.13**
              
              Services
                  Contract dated March 28, 2005 between Driver Link, Inc. and GPT
                  (incorporated herein by reference as contained in Form 10-QSB,
                  filed on
                  May 18, 2005).**10.14**
              
              Services
                  Contract dated March 28, 2005 between Z Yachts, LLC and GPT (incorporated
                  herein by reference as contained in Form 10-QSB, filed on May 18,
                  2005).**10.15**
              
              Term
                  Sheet dated March 24, 2005 between White Pacific Securities, Inc.
                  and the
                  GPT (incorporated herein by reference as contained in Form 10-QSB,
                  filed
                  on May 18, 2005).
  35
  **Exhibit**
              
              **Description**
 **10.16**
              
              Services
                  Contract dated March 21, 2005 between Supremacy Financial Corp.
                  and GPT
                  (incorporated herein by reference as contained in Form 10-QSB,
                  filed on
                  May 18, 2005).**10.17**
              
              SB-2
                  Securities Registration Services Contract dated March 18, 2005
                  between
                  CCGlassco, LLC and GPT (incorporated herein by reference as contained
                  in
                  Form 10-QSB, filed on May 18, 2005).**10.18**
              
              Services
                  Contract dated March 9, 2005 between Magnate Equities Corp. (formerly
                  known as Discover Management Corp.) and GPT (incorporated herein
                  by
                  reference as contained in Form 10-QSB, filed on May 18,
                  2005).**10.19**
              
              Services
                  Contract dated March 11, 2005 between MilFin Inc. and GPT (incorporated
                  herein by reference as contained in Form 10-QSB, filed on May 18,
                  2005).**10.20**
              
              Services
                  Contract dated March 3, 2005 between Millenium Technology, Inc.
                  and GPT
                  (incorporated herein by reference as contained in Form 10-QSB,
                  filed on
                  May 18, 2005).**10.21**
              
              Services
                  Contract dated January 31, 2005 between Nasutra, LLC and GPT (incorporated
                  herein by reference as contained in Form 10-QSB, filed on May 18,
                  2005).**10.22**
              
              Services
                  Contract dated December 1, 2004 between Gourmet Express, Inc. and
                  GPT
                  (incorporated herein by reference as contained in Form 10-QSB,
                  filed on
                  May 18, 2005).**10.23**
              
              Services
                  Contract dated April 6, 2004 between Liqigistics, Inc. and GPT
                  (incorporated herein by reference as contained in Form 10-QSB,
                  filed on
                  May 18, 2005).**10.24**
              
              Services
                  Contract dated July 21, 2004 between Legacy Communications Corporation
                  and
                  GPT (incorporated herein by reference as contained in Form 10-QSB,
                  filed
                  on May 18, 2005).**10.25**
              
              Services
                  Contract dated January 7, 2004 between Redhead Transport and GPT
                  (incorporated herein by reference as contained in Form 10-QSB,
                  filed on
                  August 15, 2005).**10.26**
              
              Services
                  Contract dated February 27, 2004 between Belltower Group and GPT
                  (incorporated herein by reference as contained in Form 10-QSB,
                  filed on
                  August 15, 2005).
  36
  **Exhibit**
              
              **Description**
 **10.27**
              
              Services
                  Contract dated October 1, 2004 between Trufit Apparel and GPT
                  (incorporated herein by reference as contained in Form 10-QSB,
                  filed on
                  August 15, 2005).**10.28**
              
              Services
                  Contract dated December 24, 2004 between Sputnik and GPT (incorporated
                  herein by reference as contained in Form 10-QSB, filed on August
                  15,
                  2005).**31.1***
              
              Certification
                  required by Rule 13a-14(a) by the Chief Executive
                  Officer**31.2***
              
              Certification
                  required by Rule 13a-14(a) by the Chief Financial
                  Officer**32.1***
              
              Certification
                  required by Rule 13a-14(b)
 
 *As
        Filed
        Herewith
 
 **Item
        14. Principal Accountant Fees and Services**
 
 The
        Company paid the following fees to its principal independent accountants
        for
        services during the fiscal years ended September 30, 2004 and September 30,
        2005.
 Year
                    Ended September 30,2004
                
                2005Audit
                    Fees
                
                $
                35,531
                
                $
                57,534Audit-Related
                    Fees
                
                
                -0-
                
                
                -0-Tax
                    Fees
                
                
                -0-
                
                
                -0-All
                    Other Fees
                
                
                -0-
                
                
                -0-
  **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**By:
              */s/* *Stephen
                Brock*Name:
                  Stephen Brock
                Title:President
                  and Chief Executive Officer
                Date:
                  October 31, 2006
 37
  In
        accordance with the requirements of the Exchange Act, the registrant has
        caused
        this report to be signed on its behalf by the undersigned, thereunto duly
        authorized.
 
 **Signature**
              
              **Title**
              
              **Date**/s/*Stephen
                  Brock*
              
              President
                  and Chief Executive Officer and
              
              October
                  31, 2006Stephen
                  Brock
              
              Director
                (Principal Executive Officer, Principal Financial Officer and Principal
                Accounting Officer)
  38