**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-QSB/A**


**(Amendment
      No. 1)**




(Mark
      One)





x
            Quarterly
                report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934


For
                the quarterly period ended March 31,
                2006







o
            Transition
                report pursuant to 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**
              (Exact
                name of small business issuer as specified 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 89118**
              (Address
                of principal executive offices)**(702)
                222-9076**
              (Issuer's
                telephone number)





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





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





As
      of
      November 27, 2006, there were 23,860,966 outstanding shares of the registrant's
      common stock, $.001 par value per share.





Transitional
      Small Business Disclosure Format (Check one): Yes o    No x








**EXPLANATORY
      NOTE**





Public
      Company Management Corporation ("PCMC" or the "Company") is amending its
      Quarterly Report on Form 10-QSB for the quarterly period ended March 31, 2006
      (the "Quarterly Report") which was originally filed with the Securities and
      Exchange Commission (the "Commission") on May 22, 2006, to incorporate certain
      revisions that have been made to PCMC’s disclosures and the presentation of
      PCMC’s financial statements, in response to comments PCMC received from the
      Commission.





Accordingly,
      changes have been made to the following sections of the Quarterly
      Report:





·
            Item
                1. Financial Statements.


·
            Item
                2. Management Discussion and Analysis or Plan of
                Operation.


·
            Item
                3. Controls and Procedures.





Although
      this Form 10-QSB/A contains all of the items required to be included in a
      Quarterly Report on Form 10-QSB, 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. In addition, pursuant to the rules
      of
      the SEC, Item 6 of Part II of the original filing has been amended to contain
      currently dated certifications from PCMC’s Chief Executive Officer and Chief
      Financial Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley
      Act
      of 2002. Updated certifications of the Company’s Chief Executive Officer and
      Chief Financial Officer are attached to this Form 10-QSB/A as Exhibits 31.1,
      31.2, 32.1 and 32.2.





Except
      for the foregoing amended information, this Form 10-QSB/A continues to speak
      as
      of the date of the original filing, and PCMC has not updated the disclosures
      contained herein to reflect events that occurred at a later date unless
      otherwise noted.











**PUBLIC
      COMPANY MANAGEMENT CORPORATION**





**QUARTERLY
      REPORT ON FORM 10-QSB/A**


**FOR
      THE QUARTER ENDED MARCH 31, 2006**





**INDEX**




Page**PART
                I. FINANCIAL INFORMATION**Item
                1.  Financial Statements (Unaudited)Consolidated
                Balance Sheets as of March 31, 2006 and September 30, 2005
            1Consolidated
                Statements of Operations for the Three and Six Months Ended March
                31, 2006
                and 2005
            2Consolidated
                Statements of Cash Flows for the Six Months Ended March 31, 2006
                and
                2005
            3Notes
                to Consolidated Financial Statements
            4Item
                2.  Management's Discussion and Analysis
            5Item
                3.  Controls and Procedures
            13**PART
                II. OTHER INFORMATION**Item
                1. Legal Proceedings
            14Item
                2.  Unregistered Sales of Equity Securities and Use of
                Proceeds
            14Item
                6.  Exhibits
            15Signatures
            15








**PART
      I**


**FINANCIAL
      INFORMATION**




**Item1.
       Financial Statements.**





PUBLIC
      COMPANY MANAGEMENT CORPORATION


CONSOLIDATED
      BALANCE SHEETS


March
      31,
      2006 and September 30, 2005


(Unaudited)




March
                31,
            
            September
                30,ASSETS
            
            2006
            
            2005Current
                AssetsCash
            
            $
            9,956
            
            $
            40,061Accounts
                receivable, net
            
            
            28,028
            
            
            11,981Notes
                receivable
            
            
            28,625
            
            
            56,500Marketable
                securities
            
            
            455,900
            
            
            719,233Other
                assets
            
            
            6,428
            
            
            6,421Total
                Current Assets
            
            
            528,937
            
            
            834,196Stock
                receivable, net
            
            
            136,975
            
            
            394,975Non-marketable
                securities
            
            
            2,871,708
            
            
            1,623,552Furniture
                and equipment, net
            
            
            61,179
            
            
            69,797Website,
                net
            
            
            21,165
            
            
            37,187


TOTAL
                ASSETS
            
            $
            3,619,964
            
            $
            2,959,707


LIABILITIES
                AND STOCKHOLDERS’ EQUITYCurrent
                LiabilitiesAccounts
                payable and accrued expenses
            
            $
            313,691
            
            $
            213,198Current
                portion of installment notes payable
            
            
            16,015
            
            
            16,015Bank
                lines of credit
            
            
            76,005
            
            
            80,476Notes
                payable
            
            
            88,410
            
            
            84,200Deferred
                revenues
            
            
            2,205,400
            
            
            1,480,200Total
                Current Liabilities
            
            
            2,699,520
            
            
            1,874,089Long-term
                portions of installment note payable
            
            
            22,098
            
            
            32,029TOTAL
                LIABILITIES
            
            
            2,721,618
            
            
            1,906,118Stockholders’
                EquityCommon
                stock, $.001 par value, 50,000,000 shares authorized, 23,171,171
                and
                22,553,171 shares issued and outstanding, respectively
            
            
            23,
                171
            
            
            22,553Paid
                in capital
            
            
            2,223,986
            
            
            1,954,003Accumulated
                deficit
            
            
            (1,348,811
            )
            
            (922,967
            )TOTAL
                STOCKHOLDERS’ EQUITY
            
            
            898,346
            
            
            1,053,589TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY
            
            $
            3,619,964
            
            $
            2,959,707





The
        accompanying notes are an integral part of these statements.


1





PUBLIC
      COMPANY MANAGEMENT CORPORATION


CONSOLIDATED
      STATEMENTS OF OPERATIONS


(Unaudited)





Three
                Months Ended March 31,
            
            Six
                Months Ended March 31,2006
            
            2005
            
            2006
            
            2005Revenue
            
            $
            274,721
            
            $
            714,111
            
            $
            792,160
            
            $
            1,120,103General
                and administrative
            
            
            399,602
            
            
            573,858
            
            
            867,551
            
            
            1,161,459Bad
                debt expense
            
            
            -
            
            
            -
            
            
            70,500
            
            
            -Depreciation
                and amortization
            
            
            12,288
            
            
            12,732
            
            
            24,640
            
            
            25,174Total
                operating expenses
            
            
            411,890
            
            
            586,590
            
            
            962,691
            
            
            1,186,633Net
                (loss) income from operations
            
            
            (137,169
            )
            
            127,520
            
            
            (170,531
            )
            
            (66,530
            )Other
                income and (expense)Interest
                expense
            
            
            (3,250
            )
            
            (2,570
            )
            
            (31,801
            )
            
            (13,691
            )Interest
                income
            
            
            2
            
            
            11,393
            
            
            12
            
            
            17,858Realized
                gain (loss) on sale of assets
            
            
            -
            
            
            108,287
            
            
            -
            
            
            108,287Realized
                gain (loss) on sale of marketable securities
            
            
            23,576
            
            
            (13,171
            )
            
            23,951
            
            
            88,153Unrealized
                gain (loss) on marketable securities
            
            
            (111,380
            )
            
            (655,860
            )
            
            (247,171
            )
            
            (26,067
            )Total
                other income (expense)
            
            
            (91,052
            )
            
            (551,920
            )
            
            (255,009
            )
            
            174,540(Loss)
                income before income taxes
            
            
            (228,221
            )
            
            (424,400
            )
            
            (425,540
            )
            
            108,010Deferred
                income tax (benefit)
            
            
            -
            
            
            (99,273
            )
            
            -
            
            
            81,746NET
                (LOSS) INCOME
            
            $
            (228,221
            )
            $
            (325,127
            )
            $
            (425,540
            )
            $
            26,264Weighted
                average shares outstanding
            
            
            22,897,821
            
            
            21,065,730
            
            
            22,769,426
            
            
            21,158,098Basic
                and diluted gain (loss) per share
            
            $
            (0.01
            )
            $
            (0.02
            )
            $
            (0.02
            )
            $
            0.00




The
        accompanying notes are an integral part of these statements.
 2





PUBLIC
      COMPANY MANAGEMENT CORPORATION


CONSOLIDATED
      STATEMENTS OF CASH FLOWS


Six
      Months Ended March 31, 2006 and 2005


(Unaudited)





2006
            
            2005(Restated)
            
            (Restated)Cash
                Flows Used in Operating ActivitiesNet
                (loss) income
            
            $
            (425,540
            )
            $
            26,264Adjustments
                to reconcile net (loss) income to net cash used in operating activities:Depreciation
                and amortization
            
            
            24,640
            
            
            25,173Bad
                debt expense
            
            
            70,500
            
            
            -Gain
                on sale of investments
            
            
            
            
            
            (108,287
            )Stock
                and assets issued for services
            
            
            270,601
            
            
            258,968Marketable
                securities issued for services
            
            
            -
            
            
            9,972Deferred
                income tax
            
            
            -
            
            
            81,746Changes
                in:Marketable
                and non marketable securities
            
            
            (833,742
            )
            
            202,357Accounts
                and stock receivable
            
            
            20,374
            
            
            (511,704
            )Notes
                receivable
            
            
            27,868
            
            
            -Other
                current assets
            
            
            -
            
            
            (118,647
            )Accounts
                payable and accrued expenses
            
            
            100,187
            
            
            90,240Deferred
                revenue
            
            
            725,200
            
            
            (181,815
            )Net
                Cash Used in Operating Activities
            
            
            (19,912
            )
            
            (225,733
            )Cash
                Flows Provided by Investing ActivitiesProceeds
                from sale of investment
            
            
            -
            
            
            285,287Purchase
                of furniture and equipment
            
            
            -
            
            
            (4,700
            )Purchase
                of marketable securities
            
            
            -
            
            
            (11,530
            )Net
                Cash Provided by Investing Activities
            
            
            0
            
            
            269,057Cash
                Flows Used in Financing ActivitiesNet
                proceeds from (payments on) bank line of credit
            
            
            (4,471
            )
            
            (7,774
            )Payments
                on installment notes payable
            
            
            (9,932
            )
            
            (158,832
            )Shareholder
                advances
            
            
            4,210
            
            
            -Sale
                of common stock
            
            
            -
            
            
            6,763Net
                Cash Used in Financing Activities
            
            
            (10,193
            )
            
            (159,843
            )Net
                increase (decrease) in cash
            
            
            (30,105
            )
            
            (116,519
            )Cash
                at beginning of period
            
            
            40,061
            
            
            153,509Cash
                at end of period
            
            $
            9,956
            
            $
            36,990Cash
                paid during the year for:Interest
            
            $
            28,551
            
            $
            8,394Income
                taxes
            
            $
            -
            
            $
            -




The
        accompanying notes are an integral part of these statements.
 3


PUBLIC
      COMPANY MANAGEMENT CORPORATION


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





NOTE
      1 -
      BASIS OF PRESENTATION





The
      accompanying unaudited interim financial statements of Public Company Management
      Corporation (“PCMC”) have been prepared in accordance with accounting principles
      generally accepted in the United States of America and the rules of the
      Securities and Exchange Commission, and should be read in conjunction with
      the
      audited financial statements and notes thereto filed with the SEC on Form
      10-KSB/A filed with the SEC on October 31, 2006. In the opinion of management,
      all adjustments, consisting of normal recurring adjustments, necessary for
      a
      fair presentation of financial position and the results of operations for the
      interim periods presented have been reflected herein. The results of operations
      for interim periods are not necessarily indicative of the results to be expected
      for the full year. Notes to the financial statements which would substantially
      duplicate the disclosure contained in the audited financial statements for
      fiscal year 2005, as reported in the Form 10-KSB/A have been
      omitted.





*Restatements* .
      PCMC
      restated the Consolidated Statements of Cash Flows for the six months ended
      March 31, 2006 and the six months ended March 31, 2005 to classify Proceeds
      from
      Sale of Marketable Securities from cash flows from investing activities to
      cash
      flows from operating activities. The effect of the restatement is as
      follows:





Six
                Months Ended March 31,2006
            
            2005(unaudited)
            
            (unaudited)As
                originally reported:Net
                Cash Used in Operating Activities
            
            
            (134,807
            )
            
            (433,355
            )Net
                Cash Provided by Investing Activities
            
            
            114,895
            
            
            476,679Restated:Net
                Cash Used in Operating Activities
            
            
            (19,912
            )
            
            (225,733
            )Net
                Cash Provided by Investing Activities
            
            
            0
            
            
            269,057





NOTE
      2 -
      COMMON STOCK





During
      the six months ended March 31, 2006, 538,000 shares were issued for services
      rendered and valued at their fair market value ranging from $.33 to $.90 per
      share, totaling $270,601.  An additional 80,000 shares were issued to
      satisfy previous obligations of the prior company that PCMC merged into in
      October 2004. These shares were accounted for as an adjustment to the original
      recapitalization accounting with no assigned valuation.





NOTE
      3 -
      EMPLOYMENT AND CONSULTING AGREEMENTS





PCMC
      hired two employees with written contracts in the current period. The agreements
      provide for a minimum annual salary (adjustable upwards in some cases based
      on
      the executive’s performance) to be paid in cash and registered shares of PCMC’s
      common stock. At March 31, 2006, the minimum total future commitment due was
      $103,500 and 158,824 shares valued at $54,000 (or $.34 per share). The
      executives are also entitled to receive restricted and registered shares of
      PCMC’s common stock based on certain milestones as provided in the
      agreements.





NOTE
      4 -
      SUBSEQUENT EVENTS





213,741
      shares with an aggregate fair market value of $61,835 were issued after March
      31, 2006 for services performed.





4


**Item
      2.  Management's Discussion and Analysis or Plan of
      Operations.**





The
      following discussion contains "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 we believe that our expectations
      reflected in such forward-looking statements are reasonable, we cannot give
      any
      assurance that such expectations will prove to be correct.  Important
      factors with respect to any such forward-looking statements include, but are
      not
      limited to, our limited history of operations, availability of additional
      capital necessary to execute our plan of operations, the volatility of the
      over-the-counter Bulletin Board (the “OTCBB”) market and the effect of such
      volatility on the value of the marketable securities we receive for our
      services, changes in the state and federal regulation of securities, as well
      as
      the availability of necessary personnel and general economic conditions within
      the United States and other risks including those set forth in our most recently
      filed amended annual report on Form 10-KSB/A under the heading “Risk
      Factors.”





**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 Index TM, 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
                current
                equity.




5





**How
      We Generate Revenue**





We
      derive
      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.





*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. We recognize 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
      under twelve-month contracts during the period covered by this
      report.





6


**Trends
      Affecting Our Revenue**





We
      have
      reduced 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 only signed two new clients during this period. Although we
      signed fewer new clients, 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.





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. We expect that our clients will continue to face obstacles including
      those discussed above and we will continue to experience delays in recognizing
      revenue.




**Second
      Quarter Events**





During
      the three months ended March 31, 2006, we signed contracts with two clients
      to
      provide them with consulting and advisory services in connection with various
      corporate and securities matters.





Effective
      January 2006, we entered into an employment agreement with Kipley J. Lytel,
      CFA.
      Pursuant to the agreement, Mr. Lytel serves as our Chief Operating Officer,
      Secretary and as a director. Mr. Lytel will focus on generating new clients
      and
      streamlining the process of consulting as project manager with many current
      clients. Mr. Lytel will also perform other functions including investor
      relations, marketing and strategic development.





Effective
      January 2, 2006, we entered into a consulting agreement with Trae O'Neil High.
      Pursuant to the agreement, Mr. High serves as our Chief Legal Officer. Mr.
      High
      will focus on managing our corporate legal function including advising us in
      the
      areas of federal and state securities laws, tax laws, corporate governance
      and
      the Sarbanes-Oxley Act of 2002. Mr. High will also manage our workflow as our
      clients go through the process of becoming publicly traded small businesses,
      including the provision of pre-filing review and comment on the client’s filings
      with the SEC.





7


The
      employment and consulting agreements provide for a minimum annual salary to
      be
      paid in cash and registered shares of our common stock. Mr. Lytel’s minimum
      annual salary may be adjusted upwards based on Mr. Lytel’s performance. At March
      31, 2006, the aggregate minimum total future commitment due under the employment
      and consulting agreements was $103,500 and approximately 158,824 shares valued
      at $54,000. Mr. Lytel and Mr. High are also entitled to receive restricted
      and
      registered shares of our common stock based on certain milestones as provided
      in
      their agreements.





During
      our second quarter, we began efforts directed at highlighting our business
      model, operational milestones and company objectives and outlook to investors,
      prospective clients, potential business allies and funding groups. We have
      participated, and plan to continue to participate, in investor/funding
      conferences during the remainder of 2006.





**Results
      of Operations for the Six Months Ended March 31, 2006 Compared to the Six Months
      Ended March 31, 2005.**





Revenue
      declined $327,943, or 29%, to $792,160 for the six months ended March 31, 2006,
      as compared to revenue of $1,120,103 for the six months ended March 31, 2005. This
      decline was primarily due to a modification that resulted in an additional
      $602,135 in revenue recorded in the six month period ended March 31, 2005.
      We
      did not have such a modification during the six month period ended March 31,
      2006 .





General
      and administrative expense decreased $293,905, or 25%, to $867,551 for the
      six
      months ended March 31, 2006, as compared to general and administrative expense
      of $1,161,459 for the six months ended March 31, 2005. The decrease in general
      and administrative expense was primarily the result of a decrease in officer
      compensation of $288,491, a decrease in consulting fees of $147,759 and a
      decrease in marketing and advertising expenses of $39,082 which were primarily
      offset by an increase in legal fees of $145,095, and increase in accounting
      fees
      of $36,215.





Bad
      debt
      expense was $70,500 for the six months ended March 31, 2006, as compared to
      bad
      debt expense of $-0- for the six months ended March 31, 2005. During the six
      months ended March 31, 2006, we recorded bad debt allowances for potential
      un-collectable consulting fees due from two client companies. We did not record
      such allowances during the three months ended March 31, 2005.





Depreciation
      and amortization decreased $534, or 2%, to $24,640 for the six months ended
      March 31, 2006, as compared to $25,174 for the six months ended March 31, 2005.
      The decrease in depreciation and amortization expense was primarily a result
      of
      capitalized equipment which had become fully depreciated.





8


Total
      operating expenses decreased $223,939, or 19%, to $962,691 for the six months
      ended March 31, 2006, as compared to $1,186,633 for the six months ended March
      31, 2005. The decrease in total operating expenses was primarily attributable
      to
      the decrease in general and administrative expense.





Interest
      expense increased $18,111, or 132%, to $31,801 for the six months ended March
      31, 2006, as compared to interest expense of $13,691 for the six months ended
      March 31, 2005. The increase in interest expense was due to an increase in
      short-term notes payable.





Interest
      income decreased to $12 for the six months ended March 31, 2006, as compared
      to
      interest income of $17,858 for the six months ended March 31, 2005. The decrease
      in interest income was due to a reduction in notes receivable.





Realized
      gain on sale of assets decreased to $-0- for the six months ended March 31,
      2006, as compared to realized gain on sale of assets of $108,287 for the six
      months ended March 31, 2005. The decrease in realized gain on sale of assets
      was
      due to the sale of an investment in real estate during the six months ended
      March 31, 2005. We no longer hold investments in real estate and did not have
      any such sales during the six month period ended March 31, 2006.





Realized
      gain on sale of marketable securities decreased $64,202, or 73%, to $23,951
      for
      the six months ended March 31, 2006, as compared to $88,153 for the six months
      ended March 31, 2005. The decrease in realized gain on sale of marketable
      securities was due to changes in the market value of marketable
      securities.





We
      had
      unrealized loss on marketable securities of $247,171 for the six months ended
      March 31, 2006, as compared to unrealized loss on marketable securities of
      $26,067 for the six months ended March 31, 2005. The increase in unrealized
      loss
      on marketable securities was primarily due to changes in the market value of
      marketable securities.





We
      recorded a full valuation allowance against deferred tax assets during the
      six
      months ended March 31, 2006, because management believes it is more likely
      than
      not that deferred tax assets will not be realized. We had deferred income tax
      of
      $81,746 for the six months ended March 31, 2005, and no valuation allowance
      was
      recorded.





We
      had
      net loss of $425,540 (and basic and diluted loss per share of $0.02) for the
      six
      months ended March 31, 2006, as compared to net income of $26,264 (and basic
      and
      diluted income per share of $0.00) for the six months ended March 31, 2005.
      The
      change from net income to net loss was primarily attributable to the increase
      in
      unrealized loss on marketable securities, the decrease in realized gain on
      sale
      of marketable securities, the decrease in realized gain on sale of assets and
      the decrease in revenue.





9


We
      had an
      accumulated deficit of $1,348,811 and total stockholders’ equity of $898,346 as
      of March 31, 2006.





**Liquidity
      and Capital Resources**





We
      had
      total current assets of $528,937 as of March 31, 2006, which consisted of cash
      of $9,956, net accounts receivable of $28,028, notes receivable of $28,625,
      marketable securities of $455,900 and other assets of $6,428.





We
      had
      total current liabilities of $2,699,520 as of March 31, 2006, which consisted
      of
      deferred revenues of $2,205,400, accounts payable and accrued expenses of
      $313,691, notes payable of $88,410, bank lines of credit of $76,005 and current
      portion of installment notes payable of $16,015.





We
      had
      negative working capital of $2,170,583. The ratio of total current assets to
      total current liabilities was approximately 20% as of March 31,
      2006.





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
      $2,871,708 as of March 31, 2006, would become marketable securities and deferred
      revenues, which was $2,205,400 as of March 31, 2006, would decrease. Both of
      these results would have a significant positive impact on our working capital;
      however, new client contracts would create additional non-marketable securities
      and deferred revenues which would offset such positive effect. Accounts payable
      and accrued expenses increased approximately $100,187 and notes payable
      consisting of shareholder advances increased $4,210 during the six months ended
      March 31, 2006, which had an adverse effect on our working capital. We believe
      that we could decrease the relative amount of payables 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.





10


During
      the six months ended March 31, 2006, net cash decreased $30,105 consisting
      of
      $19,912 used in operations and $10,193 used by financing
      activities.





Net
      cash
      used in operating activities during the six month period ended March 31, 2006,
      consisted of net loss of $425,540 and an increase in marketable and non
      marketable securities of $833,742, which were offset by an increase in deferred
      revenue of $725,200, an increase in accounts payable of $100,187, a decrease
      in
      notes receivable of $27,868, a decrease in accounts and stock receivable of
      $20,374 and adjustments for stock and assets issued for services of $270,601,
      bad debt expense of $70,500 and depreciation and amortization of
      $24,640.





We
      did
      not have net cash flows from investing activities during the six month period
      ended March 31, 2006.





Net
      cash
      used by financing activities during the six month period ended March 31, 2006,
      consisted of payments on installment notes payable of $9,932 and net payments
      on
      bank line of credit of $4,471, which were offset by shareholder advances of
      $4,210.





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 March
      31, 2006, we had lines of credit totaling $85,000, of which $76,005 was
      borrowed. In the past, from time-to-time, Our President, Chief Executive Officer
      and majority shareholder, Stephen Brock has provided personal capital funding
      to
      us. Mr. Brock has expressed his intent to continue to support our operations
      with additional funds in the event other outside funding sources, cash from
      operations or sales of marketable securities do not provide sufficient funds
      during the next twelve (12) months; provided, however, that Mr. Brock is
      financially able to do so, of which there can be no assurance. In April 2006,
      we
      and UgoMedia Interactive Corporation entered a stipulated payment order pursuant
      to which UgoMedia is obligated to pay us an aggregate of $315,000 during the
      period from April 2006 to October 2006. As of the period covered by this report,
      UgoMedia has paid us $27,500, in conformity with the payment schedule and
      $8,000, which they paid prior to the order, but which the court did not credit
      against the amount due in the order. 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 other shareholders.




**Critical
      Accounting Policies**





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





11


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 and acceptance 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
      second milestone and we had deferred revenues of $2,205,400, which were subject
      to changes in the percentage revenue earned for the milestones.





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





*Valuation
      of non-marketable securities* .
       Non-marketable securities are not traded on a public exchange 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 March
      31, 2006, we had non-marketable securities valued at $2,871,708 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.





12


**Item
      3.  Controls and Procedures.**





Evaluation
      of Disclosure Controls and Procedures




Our
      Chief
      Executive Officer and our Chief Financial Officer, after reevaluating the
      effectiveness of our “disclosure controls and procedures” (as defined in the
      Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end
      of
      the period covered by this report (the “Evaluation Date”), have concluded that
      as of the Evaluation Date, our disclosure controls and procedures were not
      effective to provide reasonable assurance that information required to be
      disclosed by us in the reports that we file or submit under the Exchange Act
      (i)
      is accumulated and communicated to our management, including our Chief Executive
      Officer and Chief Financial Officer, as appropriate, to allow timely decisions
      regarding required disclosure, and (ii) is recorded, processed, summarized
      and
      reported within the time periods specified in the Commission’s rules and forms.
      They based their determination on our need to restate our financial statements
      as set forth in “Item 1. Financial Statements,” above.





Changes
      in Internal Control over Financial Reporting





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





In
      connection with the completion of its audit of, and the issuance of its report
      on, our financial statements for the year ended September 30, 2005, Malone
&
Bailey, PC, our principal independent accountant, identified deficiencies that
      existed in the design or operation of our internal control over financial
      reporting that it considers to be “material weaknesses.” The 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 material weaknesses
      persisted during the period covered by this report.





The
      deficiencies in our internal controls related to revenue recognition and
      valuation of non-marketable securities. The adjustment to revenues and
      non-marketable securities were detected in the review process and have been
      appropriately recorded and disclosed in this Form 10-QSB/A. We are in the
      process of improving our internal control over financial reporting in an effort
      to remediate these deficiencies through improved supervision and training of
      persons within our organization. Additional effort is needed to fully remedy
      these deficiencies and we are continuing our efforts to improve internal
      control over financial reporting .





13


**PART
      II**


**OTHER
      INFORMATION**





**Item
      1. Legal Proceedings.**





In
      April
      2006, we and UgoMedia Interactive Corporation entered into a stipulated payment
      order, which was filed in the District Court of Clark County, Nevada in a breach
      of contract case which we had brought against UgoMedia in July 2004. Pursuant
      to
      the order, UgoMedia is obligated to pay us an aggregate of $315,000 during
      the
      period from April 2006 to October 2006. UgoMedia has paid us $27,500 in
      conformity with the payment schedule as of the filing of this report. In the
      event that UgoMedia fails to make their scheduled payments or cure such failure
      according to the terms of the order, we have the right to immediately enter
      judgment for the balance then due, less payments previously received, together
      with interest on the then unpaid balance at the rate of 8% per annum until
      fully
      paid. The order also provides that one of the individual defendants is subject
      to a $40,000 judgment inclusive of the $315,000 that was owed to us by Ugomedia;
      however, this judgment is subject to a dollar-for-dollar credit for all sums
      paid to us by UgoMedia. We may also enter judgment against the individual,
      subject to the credit and any amounts paid to us by the individual, if UgoMedia
      fails to make the scheduled payments or cure such failure.





In
      the
      ordinary course of our business, we may from time to time become subject to
      routine litigation which is incidental to our business.





**Item
      2.  Unregistered Sales of Equity Securities and Use of
      Proceeds.**





The
      following table lists unregistered sales of our securities during the period
      covered by this report.


**Purchaser**
            
            **Shares
                of****Common Stock**
            
            **Consideration**
            
            **Value**
            
            **Date**Aventura
                Holdings, Inc.
            
            
            50,000
            
            
            Fee
                for consolidating notes payable
            
            $
            26,000
            
            
            01/12/2006Stephen
                A. Boyko
            
            
            25,000
            
            
            Advisory
                Board Services Rendered
            
            $
            13,000
            
            
            01/20/2006William
                F. Ross
            
            
            25,000
            
            
            Advisory
                Board Services Rendered
            
            $
            13,000
            
            
            01/20/2006William
                Bradford Smith
            
            
            25,000
            
            
            Advisory
                Board Services Rendered
            
            $
            13,000
            
            
            01/20/2006C.
                Dennis Hensling
            
            
            10,000
            
            
            Consulting
                Services Rendered
            
            $
            3,300
            
            
            03/30/2006





We
      claim
      an exemption from registration afforded by Section 4(2) of the Securities Act
      since the foregoing issuances did not involve a public offering, the recipients
      took the securities for investment and not resale and we took appropriate
      measures to restrict transfer.





14


**Item
      6. Exhibits**





**Exhibit
                No.**
            
            **Description
                of Exhibit**31.1*
            
            Certification
                of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 200231.2*
            
            Certification
                of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 200232.1*
            
            Certification
                of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
                Act of 200232.2*
            
            Certification
                of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002





*  Filed
      herein.





**SIGNATURES**





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.





**PUBLIC
                COMPANY MANAGEMENT CORPORATION**Date:
                December 8, 2006
            By:/s/
                Stephen Brock
              Name:
                Stephen Brock
              Title:
                Chief Executive OfficerDate:
                December 8, 2006
            By:/s/
                Joshua A. Gottesman
              Name:
                Joshua A. Gottesman
              Title:
                Chief Financial Officer






15