**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-QSB**





(Mark
      One)





x
            QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934For
                the quarterly period ended December 31, 2006o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
                ACT





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
      January 16, 2007, there were 23,890,966 outstanding shares of the registrant's
      common stock, $.001 par value per share.





Transitional
      Small Business Disclosure Format (Check one):


Yes o No x







**TABLE
      OF CONTENTS**












**PART
      I - FINANCIAL INFORMATION**




Page No.**Item
                1.  Financial Statements.**
            **1****Item
                2.  Management's Discussion and Analysis or Plan of
                Operation.**
            **5****Item
                3.  Controls and Procedures.**
            **12****PART
                II - OTHER INFORMATION****Item
                1. Legal Proceedings.**
            **12****Item
                2.  Unregistered Sales of Equity Securities and Use of
                Proceeds.**
            **13****Item
                5. Other Information.**
            **13****Item
                6. Exhibits.**
            **14**










**PART
      I - FINANCIAL INFORMATION**




**Item
      1.  Financial Statements.**





PUBLIC
                COMPANY MANAGEMENT CORPORATIONCONSOLIDATED
                BALANCE SHEETS(Unaudited)December
                31,
            
            September
                30,2006
            
            2006**ASSETS****CURRENT
                ASSETS**Cash
            
            $
            180,904
            
            $
            11,043Accounts
                receivable
            
            
            44,335
            
            
            41,741Marketable
                securities
            
            
            1,729,960
            
            
            933,352Other
                current assets
            
            
            -
            
            
            6,428Total
                current assets
            
            
            1,955,199
            
            
            992,564Receivables
                under contract, net
            
            
            61,475
            
            
            4,500Non-marketable
                securities
            
            
            3,501,108
            
            
            3,965,128Furniture
                and equipment, net
            
            
            48,348
            
            
            52,625Website,
                net
            
            
            7,055
            
            
            11,758**TOTAL
                ASSETS**
            
            $
            5,573,185
            
            $
            5,026,575**LIABILITIES
                AND STOCKHOLDERS’ EQUITY****CURRENT
                LIABILITIES**Accounts
                payable and accrued expenses
            
            $
            176,753
            
            $
            155,860Accounts
                payable and accrued expenses to related parties
            
            
            309,646
            
            
            248,012Current
                portion of installment notes payable
            
            
            28,225
            
            
            30,347Bank
                line of credit
            
            
            38,828
            
            
            37,663Advances
                from related party
            
            
            570,123
            
            
            220,494Deferred
                revenues
            
            
            3,392,355
            
            
            3,408,675Total
                current liabilities
            
            
            4,515,930
            
            
            4,100,981**LONG
                TERM LIABILITIES**Long-term
                portions of installment note payable
            
            
            25,615
            
            
            30,316**TOTAL
                LIABILITIES**
            
            
            4,541,545
            
            
            4,131,297Commitments
                and Contingencies
            
            
            -
            
            
            -**SHAREHOLDERS’
                EQUITY**Common
                stock, $.001 par value; 50,000,000 shares authorized,
              23,890,966
                and 23,654,412 shares issued
              and
                outstanding, respectively
            
            
            23,891
            
            
            23,654Paid-in-capital
            
            
            2,392,023
            
            
            2,322,737Accumulated
                deficit
            
            
            (1,384,274
            )
            
            (1,451,113
            )TOTAL
                STOCKHOLDERS’ EQUITY
            
            
            1,031,640
            
            
            895,278**TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY**
            
            $
            5,573,185
            
            $
            5,026,575








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


1




PUBLIC
      COMPANY MANAGEMENT CORPORATION


CONSOLIDATED
      STATEMENTS OF OPERATIONS


Three
      Months Ended December 31, 2006 and 2005


(Unaudited)


2006
            
            2005Revenue
            
            $
            381,582
            
            $
            517,439General
                and administrative
            
            
            347,718
            
            
            385,863Bad
                debt expense
            
            
            -
            
            
            70,500Depreciation
                and amortization
            
            
            8,980
            
            
            12,352Total
                operating expenses
            
            
            356,698
            
            
            468,715Net
                income from operations
            
            
            24,884
            
            
            48,724Other
                income and (expense)Interest
                expense
            
            
            (12,544
            )
            
            (28,551
            )Interest
                income
            
            
            645
            
            
            10Realized
                loss on sale of marketable securities
            
            
            (1,589
            )
            
            (375
            )Unrealized
                gain (loss) on marketable securities
            
            
            61,871
            
            
            (217,431
            )Impairment
                of interest receivable
            
            
            (6,428
            )
            
            -Total
                other income (expense)
            
            
            41,955
            
            
            (246,347
            )NET
                INCOME (LOSS)
            
            $
            66,839
            
            $
            (197,623
            )Weighted
                average shares outstanding
            
            
            23,780,324
            
            
            22,713,171Basic
                and diluted net income (loss) per share
            
            $
            0.00
            
            $
            (0.01
            )





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


2




PUBLIC
      COMPANY MANAGEMENT CORPORATION


CONSOLIDATED
      STATEMENTS OF CASH FLOWS


Three
      Months Ended December 31, 2006 and 2005


(Unaudited)


2006
            
            2005(Restated)Cash
                Flows Used in Operating ActivitiesNet
                income (loss)
            
            $
            66,839
            
            $
            (197,623
            )Adjustments
                to reconcile net income (loss) to net cash used in operating activities:Depreciation
                and amortization
            
            
            8,980
            
            
            12,352Bad
                debt expense
            
            
            -
            
            
            70,500Stock
                issued for services
            
            
            22,850
            
            
            64,250Impairment
                of interest receivable
            
            
            6,428
            
            
            -Changes
                in:Marketable
                and non marketable securities
            
            
            (332,588
            )
            
            (278,240
            )Accounts
                and stock receivable
            
            
            (59,571
            )
            
            (37,193
            )Other
                current assets
            
            
            -
            
            
            (7
            )Accounts
                payable and accrued expenses
            
            
            40,468
            
            
            92,940Accrued
                expenses to related parties
            
            
            88,734
            
            
            -Deferred
                revenue
            
            
            (16,320
            )
            
            123,950Net
                Cash Used in Operating Activities
            
            
            (174,180
            )
            
            (149,071
            )Cash
                Flows Provided by Investing ActivitiesProceeds
                from note receivable
            
            
            -
            
            
            8,000Cash
                Flows Provided by Financing ActivitiesNet
                proceeds from (payments on) bank lines of credit
            
            
            1,165
            
            
            (1,779
            )Payments
                on installment notes payable
            
            
            (6,823
            )
            
            (5,798
            )Net
                funding from related party
            
            
            349,699
            
            
            110,320Net
                Cash Provided by Financing Activities
            
            
            344,041
            
            
            102,743Net
                increase (decrease) in cash
            
            
            169,861
            
            
            (38,328
            )Cash
                at beginning of period
            
            
            11,043
            
            
            40,061Cash
                at end of period
            
            $
            180,904
            
            $
            1,733Cash
                paid during the year for:Interest
            
            $
            12,544
            
            $
            28,551Income
                taxes
            
            
            -
            
            
            -Non-cash
                disclosures:Common
                stock issued for accrued share-based compensation
            
            $
            19,575
            
            $
            -Common
                stock issued for accrued share-based compensation - related
                party
            
            
            27,100
            
            
            -








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


3




**PUBLIC
      COMPANY MANAGEMENT CORPORATION**


**NOTES
      TO UNAUDITED 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 ("SEC"), and should be read in conjunction
      with the audited financial statements and notes thereto filed with the SEC
      on
      Form 10-KSB filed with the SEC on December 28, 2006. In the opinion of
      management, all 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 disclosures
      contained in the audited financial statements for fiscal year 2006 as reported
      in the Form 10-KSB have been omitted.





*Restatements* .
      PCMC
      restated the Consolidated Statement of Cash Flows for the three months ended
      December 31, 2005 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 Used In Operating
      Activities and Net Cash Provided by Investing Activities is as
      follows.





Three
                Months Ended December 31, 2005(unaudited)As
                originally reported:Net
                Cash Used in Operating Activities
            
            
            (151,946
            )Net
                Cash Provided by Investing Activities
            
            
            10,875Restated:Net
                Cash Used in Operating Activities
            
            
            (149,071
            )Net
                Cash Provided by Investing Activities
            
            
            8,000








NOTE
      2 -
      COMMON STOCK





During
      the three months ended December 31, 2006, PCMC issued 169,054 shares for prior
      period accrued share-based compensation and 67,500 for current period services
      rendered. These shares were valued at their fair market value ranging from
      $0.13
      to $0.42 per share, resulting in total share-based compensation expense of
      $22,850.





NOTE
      3 -
      RELATED PARTY





During
      the three months ended December 31, 2006, the President and CEO loaned $300,000
      to PCMC under an unsecured promissory note. The note is to be repaid over 180
      monthly installments of $3,600, due November 15, 2021, with interest at 12%
      per
      annum. The President and CEO also made other personal advances to PCMC of
      $58,457 for funding of operating activities for which no current period
      re-payments have been made. During the three months ended December 31, 2006,
      PCMC made payments totaling $8,758 for the outstanding loans to
      shareholder.





NOTE
      4 -
      EMPLOYMENT AGREEMENT





PCMC
      hired an executive-level employee under a one year agreement, beginning November
      1, 2006, with a minimum salary of $2,000 and 10,000 registered common shares
      per
      month and accrued monthly and paid on a quarterly basis. At December 31, 2006,
      the minimum total future commitment due was $20,000 cash and 100,000 shares.
      The
      executive also received 25,000 shares as a signing bonus and is entitled to
      receive restricted and registered shares of PCMC’s common stock based on certain
      milestones as provided in the agreement.




4





**Item
      2.  Management's Discussion and Analysis.**





The
      following discussion may contain “forward-looking statements” within the meaning
      of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”),
      and Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), which can be identified by the use of forward-looking
      terminology such as, “may,” “believe,” “expect,” “intend,” “anticipate”,
“estimate,” or “continue” or the negative thereof or other variations thereon or
      comparable terminology. Although we believe that the expectations reflected
      in
      such forward-looking statements are reasonable, we 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 under the heading
      "Risk Factors" in our 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.





**Overview**





We
      are a
      management consulting services firm that educates and assists companies to
      improve their business, management and regulatory compliance processes. We
      provide educational materials that help private companies successfully operate
      their businesses and determine whether they should become public and the
      appropriate methods available to them, management consulting services and advice
      as these private companies go through the process of becoming fully reporting,
      publicly traded companies, and regulatory compliance services aimed at
      maintaining their public status. In addition, we created the PCMC Bulletin
      Board
      30 Index®, a
      comprehensive tracking index of OTC bulletin board ("OTCBB") stocks to increase
      awareness of the OTCBB as a public equity market and our exposure to small
      business issuers.




Our
      clients consist primarily of growing small-to-middle market private companies
      that:





·
            Have
                a business plan showing a potential for profitable operation and
                above
                normal growth within three to five years;·
            Operate
                in either established markets, high growth potential niche markets
                and/or
                market segments that are differentiated, driven by pricing power
                or mass
                scale standardized product/service delivery; and·
            Have
                an experienced management team that owns a significant portion of
                their
                current equity.





**How
      We Generate Revenue**





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
      business, their regulatory compliance and corporate governance processes, and
      the requirements relating to becoming and remaining a public company. We expect
      that a certain number of these sales, open lines and consultations will
      translate into clients, and that we will enter into contracts with them to
      provide our management consulting and regulatory compliance
      services.





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




5





(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%).





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





**Known
      Trends, Events and Uncertainties**





During
      the period covered by this report, we completed the fourth milestone of a
      management consulting services contract with one of our clients, which was
      cleared for quotation on the OTCBB. As a result, we recognized revenue of
      $113,750 during the period related to this client. We own 500,000 restricted
      shares of the client’s common stock having
      an
      aggregate value of $700,000 based on a closing price of $1.40 per share which
      is included
      in marketable securities on our balance sheet .





During
      the period covered by this report, one our clients entered into a transaction
      in
      which they became a public company. As a result, the second, third and fourth
      milestones were met, and we recognized revenue of $260,000 during the period
      covered by this report. We own 500,000 restricted shares of the client’s common
      stock having an aggregate value of $250,000 based on a closing price of $0.50
      per share which is included in marketable securities on our balance sheet.
      We
      own an additional 750,000 restricted shares of the client’s common stock that we
      received from the client for twelve-months of regulatory compliance services
      to
      be completed during the next twelve months.





National
      Marketing





During
      the period covered by this report, we increased our national advertising
      activities directed at client acquisition. We did not acquire any new clients
      during this period; however, we expect to acquire new clients in the future
      as a
      result of these activities and our Nevada economic development initiatives
      discussed below.





Nevada
      Economic Development





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





·
            Favorable
                securities, corporate and tax laws and regulations for small
                businesses;·
            Large
                number of small businesses that could benefit from our services;·
            Fastest
                growing State in the U.S.; and·
            Largest
                number of new small businesses in the
                U.S.





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




6





Our
      President, CEO and majority shareholder and our CFO are both Nevada residents.
      They have networks of business contacts who can assist us in creating our public
      awareness in Nevada and assist us in the development of Nevada companies. We
      created a Nevada Economic Development Advisory Board which will consist of
      approximately ten prominent businesspersons and politicians to aid in our goals
      of increasing our public awareness and developing a strong client base in Nevada
      which we believe will contribute to the overall economic growth of the State
      and
      further benefit our business.





Revenue
      Recognition





We
      have
      experienced delays in recognizing revenue from our contracts for management
      consulting services. Whether or not we meet the milestones for recognizing
      such
      revenue is dependent on the time it takes for our clients to make it through
      the
      process of becoming fully reporting, publicly traded companies. Our clients
      face
      obstacles in undertaking this process. The primary obstacles which they face
      relate to their ability to provide suitable non-financial statement information
      and financial statement information. In addition, some of our clients have
      experienced delays in reorganizing or restructuring their organizations to
      suit
      that of a public company and others have run out of financial resources due
      to
      unexpected events including the delays themselves. For example, we signed a
      client in March 2005 and earned revenue for the client reaching the first
      milestone during that same month. The client experienced delays which continue
      to persist and a run up of costs in reorganizing and providing suitable
      financial statement information for purposes of a registration statement or
      a
      private placement of their common stock, which the client never commenced.
      As a
      result, the client’s financial statements became unusable for their intended
      purpose. Although we last earned revenue from this client in March 2005, we
      have
      continued to provide management consulting services to the client. The client
      has improved its business processes, engaged an audit coordinator (discussed
      below) and is continuing with the process.





Oftentimes
      the small, privately held companies that we service do not have personnel with
      the skills necessary to prepare audited financial statements suitable for filing
      with the SEC. Even when these companies have audited financial statements,
      generally, the financial statements do not comply with SEC regulations and/or
      the audit was not performed by an accounting firm that is registered with the
      Public Company Accounting Oversight Board (the “PCAOB”). The SEC has specific
      regulations that govern the form and content of and requirements for financial
      statements required to be filed with the SEC. The Sarbanes-Oxley Act of 2002
      prohibits accounting firms that are not registered with the PCAOB from preparing
      or issuing audit reports on U.S. public companies and from participating in
      such
      audits. It is imperative for our clients to become fully reporting, publicly
      traded companies that their financial statements comply with SEC regulations
      and
      that they be audited by an accounting firm registered with the PCAOB. In
      addition to audited financial statements, in certain circumstances, SEC
      regulations also require our clients to file unaudited interim financial
      statements that have been reviewed by the clients’ PCAOB registered independent
      auditor. As discussed above, our clients have faced obstacles in preparing
      their
      financial statements.





During
      fiscal 2006, we introduced audit coordinators into our business model to assist
      our clients in preparing their financial statements in compliance with SEC
      regulations. In many cases, we mandate that our clients engage an audit
      coordinator. Initially, an audit coordinator will interview a client’s
      personnel, and review a client’s accounting systems and methodology and
      financial records to determine their proficiency and level of adherence to
      accounting standards. If a client does not have suitable personnel, the audit
      coordinator will recommend early in the process that the client hire someone
      internally who can fulfill the client’s accounting function. Audit coordinators
      also serve as a liaison between the client and their independent auditor during
      the audit or financial statement review process. Audit coordinators teach our
      clients how to accumulate and communicate financial information within their
      organizations and record, process, summarize and report their financial
      information within the time periods specified by the SEC. We expect that audit
      coordinators will shorten the time it takes for our clients to prepare their
      financial statements and reach milestones, which should have a positive effect
      on our revenue and results of operations.




7





Technology





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





We
      are
      implementing a web-based system for project planning and time tracking.  We
      will be placing more importance on keeping track of time allocation on client
      engagements in order to fully identify potential revenue for additional services
      provided to clients beyond the scope of our basic engagement.  We expect
      that this new system will support our ongoing process of improving operational
      efficiency and profitability.  The system's web-based interface will allow
      us and the professional service providers who serve our clients to track their
      time on client engagements. We are integrating the system with our accounting
      system which we expect will accelerate the accounts receivable process for
      additional services which we may bill by the hour.





We
      plan
      to implement software to help develop our business strategy and track key
      performance indicators and perform financial ratio analysis.  We plan for
      our executive management team and Global Advisory Board to use the resulting
      strategy and financial scorecards to identify opportunities for improvement
      in
      our business model and to communicate our progress to shareholders, and the
      investment community.





**Results
      of Operations for the Three Months Ended December 31, 2006 Compared to the
      Three
      Months Ended December 31, 2005.**





Our
      revenue decreased $135,857, or 26%, to $381,582 for the three months ended
      December 31, 2006, as compared to $517,439 for the three months ended December
      31, 2005. During the three months ended December 31, 2006 and 2005, we generated
      most of our revenue from management consulting services. Whether or not we
      met
      the milestones for recognizing such revenue was dependent on the time it took
      for our clients to move through the process of becoming fully reporting,
      publicly traded companies. Historically, our clients have faced obstacles in
      undertaking this process which included preparing financial and other
      information and reorganizing their operations. The decrease in revenue for
      the
      three months ended December 31, 2006 as compared to the three months ended
      December 31, 2005 is primarily attributable to these obstacles.





General
      and administrative expense decreased $38,145, or 10%, to $347,718 for the three
      months ended December 31, 2006, as compared to general and administrative
      expense of $385,863 for the three months ended December 31, 2005. Legal expenses
      decreased $70,334, accounting fees and expenses decreased $18,977 and other
      expenses related to our operations and administrative activities decreased
      $9,984 which were offset by an increase in officer compensation of
      $61,150.





Bad
      debt
      expense was $0 for the three months ended December 31, 2006, as compared to
      bad
      debt expense of $70,500 for the three months ended December 31,
      2005.





Depreciation
      and amortization expense decreased $3,372, or 27%, to $8,980 for the three
      months ended December 31, 2006, as compared to depreciation and amortization
      expense of $12,352 for the three months ended December 31, 2005. The decrease
      in
      depreciation and amortization was primarily a result of having certain
      capitalized website costs becoming fully depreciated.




8




Total
      operating expenses decreased $112,017, or 24%, to $356,698 for the three months
      ended December 31, 2006, as compared to total operating expenses of $468,715
      for
      the three months ended December 31, 2005, which was due to the decreases in
      expenses discussed above.





Interest
      expense decreased $16,007, or 56%, to $12,544 for the three months ended
      December 31, 2006, as compared to interest expense of $28,551 for the three
      months ended December 31, 2005. During the three months ended December 31,
      2005,
      we had a charge as consideration for the consolidation and renewal modification
      of a note payable which was eventually assumed by our President and CEO. We
      did
      not have a similar charge during the three months ended December 31, 2006.





Interest
      income increased to $645 for the three months ended December 31, 2006, as
      compared to interest income of $10 for the three months ended December 31,
      2005.
      The increase in interest income was due to an increase in our cash
      balances.





We
      had
      realized loss on sale of marketable securities of $1,589 for three months ended
      December 31, 2006, as compared to realized loss on sale of marketable securities
      of $375 for three months ended December 31, 2005. The increase in realized
      loss
      on sale of marketable securities was due to transactions at a lower market
      value
      than book value of securities sold.





We
      had
      unrealized gain on marketable securities of $61,871 for three months ended
      December 31, 2006, as compared to unrealized loss on marketable securities
      of
      $217,431 for three months ended December 31, 2005. The change from unrealized
      loss to unrealized gain on marketable securities was primarily due to changes
      in
      the values of marketable securities.





We
      had an
      impairment of interest receivable of $6,428 for the three months ended December
      31, 2006, due to a write off. This write-off occurred because no payments of
      the
      interest receivable had been made in the previous twelve months. We did not
      have
      any impairment of interest receivable for the three months ended December 31,
      2005.





We
      had
      net income of $66,839 (and net income per share of $0.00) for three months
      ended
      December 31, 2006, as compared to a net loss of $197,623 (and net loss per
      share
      of $0.01) for three months ended December 31, 2005. The change from net loss
      to
      net income was primarily attributable to the decrease in general and
      administrative expense and bad debt expense and the unrealized gain on
      marketable securities.





We
      had an
      accumulated deficit of $1,384,274 and total stockholders’ equity of $1,031,640
      as of December 31, 2006.





**Liquidity
      and Capital Resources**





We
      had
      total current assets of $1,955,199 as of December 31, 2006, which consisted
      of
      cash of $180,904, accounts receivable of $44,335 and marketable securities
      of
      $1,729,960.





We
      had
      total current liabilities of $4,515,930 as of December 31, 2006, which consisted
      of deferred revenues of $3,392,355, accounts payable and accrued expenses to
      related parties of $309,646, accounts payable and accrued expenses of $176,753,
      advances from related party of $570,123 that we received from Stephen Brock
      our
      President and CEO, bank line of credit of $38,828, and current portion of
      installment notes payable of $28,225. During the period covered by this report,
      we accrued compensation of $45,000 to Mr. Brock and compensation of $42,300
      to
      other executive officers.





We
      had
      negative working capital of $2,560,731 as of December 31, 2006. The ratio of
      current assets to current liabilities was 43% as of December 31,
      2006.




9





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 of 22% cash, some of which we apply to cover our
      overhead and the remainder in restricted shares of the clients’ common stock.
      Until such time as our clients’ common stock becomes publicly traded, we
      classify our shares as non-marketable securities, a long-term asset; however,
      we
      classify deferred revenue associated with our contracts as a current liability.
      As a result, the common stock of any particular client will have a negative
      effect on our working capital until such time as the client becomes a fully
      reporting, publicly traded company. As our clients become fully reporting,
      publicly traded companies, non-marketable securities, which was $3,501,108
      as of
      December 31, 2006, would become marketable securities, which was $1,729,960
      as
      of December 31, 2006, and deferred revenues, which was $3,392,355 as of December
      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
      marginally offset such positive effect. Accounts payable and accrued expenses
      increased $40,468 and accrued expenses to related parties increased $88,734
      during the period covered by this report, which had an adverse effect on our
      working capital. Accrued expenses to related parties consisted of compensation
      payable to Stephen Brock, our President and CEO, and other executive officers.
      We believe that we could decrease the relative amount of these and other current
      liabilities as our clients’ common stock becomes publicly traded and we are able
      to sell shares that we own for cash and use that cash to pay expenses.





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





During
      the three months ended December 31, 2006, we had a net increase in cash of
      $169,861; consisting of $344,041 provided by financing activities which was
      partially offset by $174,180 used in operating activities.





Net
      cash
      used in operating activities for the three months ended December 31, 2006,
      consisted of an increase in marketable and non-marketable securities of
      $332,588, an increase in accounts and stock receivable of $59,571 and a decrease
      in deferred revenue of $16,320 which were offset by net income of $66,839,
      adjustments for depreciation and amortization of $8,980, stock issued for
      services of $22,850, an impairment of interest receivable of $6,428, an increase
      in accounts payable and accrued expenses of $40,468 and an increase in accrued
      expenses to related parties of $88,734.





We
      did
      not have cash flows from investing activities for the three months ended
      December 31, 2006.





Net
      cash
      provided by financing activities was $344,041 for December 31, 2006, consisting
      of net funding from a related party of $349,699 and net proceeds from bank
      line
      of credit of $1,165 which were partially offset by payments on installment
      notes
      payable of $6,823. Net funding from a related party represents $358,457 we
      received from Stephen Brock, our President and CEO less payments of $8,758.





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




10





During
      the period covered by this report, Stephen Brock provided us with $358,457
      of
      funding for our operations. Further, we are seeking a greater line of credit
      to
      finance our operations until more clients’ common stock becomes publicly traded
      and we are able to dispose of our shares.




**Critical
      Accounting Policies**





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





We
      believe the following critical accounting policies affect our more significant
      judgments and estimates used in the preparation of our financial
      statements:





*Revenue
      Recognition.* Revenue
      is recognized when the earning process is complete and the risks and rewards
      of
      ownership have transferred to the client, 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 clients at measurable milestones in the
      public reporting process. We concluded that the relative values of our
      consulting services for each of the milestones are as follows: (i) initial
      due
      diligence of client’s business and operations and private round of initial
      financing (20%), (ii) client’s preparation of a second round of financing in the
      form of a private placement memorandum or a registration statement for filing
      with the SEC (20%), (iii) effectiveness of client’s registration statement (25%)
      and (iv) client’s qualification for quotation on the OTCBB or listing on a
      securities market or exchange (35%). Revenues are not recognized for the value
      of securities received as payment for services when there is no public trading
      market and there have been no recent private sales of the security.





If
      we
      find that the relative amount of man hours and other expenditures required
      by us
      has materially changed for one or more of the milestones and that this change
      is
      of such a nature that it would likely also be incurred by our competitors in
      the
      marketplace or would change the relative value received by the clients for
      that
      milestone, it could warrant changing the percentages prospectively. As of the
      period covered by this report, we had ten performing management services
      contracts with an aggregate value of $2,602,500 of which $1,445,380 was included
      in deferred revenues and subject to changes in the percentage revenue earned
      for
      the remaining milestones.





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





*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,
      the valuation of closely similar companies or independent, third party
      valuations. Non-marketable securities are reflected on our balance sheet at
      historical costs. As of December 31, 2006, we had non-marketable securities
      valued at $ 3,501,108 primarily as a result of third party private sales by our clients of their
      common stock at per share prices ranging from $0.10 to $0.75. As
      our
      clients become fully reporting, publicly traded companies, non-marketable
      securities 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 non-marketable securities we own could be significantly different than their
      value as marketable securities. We reassess the value of our clients’ common
      stock for purposes of recording impairment, if any, to non-marketable
      securities.




11





**Item
      3.  Controls and Procedures.**





Evaluation
      of Disclosure Controls and Procedures




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





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 the audit and issuance of the Form 10-KSB
      report on our financial statements for the year ended September 30, 2006, Malone
      & Bailey, PC, our principal independent accountant, identified deficiencies
      that existed in the design or operation of our internal control over financial
      reporting that it considers to be “material weaknesses.” The PCAOB has defined a
      material weakness as a “significant deficiency or combination of significant
      deficiencies that results in more than a remote likelihood that a material
      misstatement of the annual or interim financial statements will not be prevented
      or detected.” The material weaknesses persisted during the period covered by
      this report.





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





**PART
      II - OTHER INFORMATION**





**Item
      1. Legal Proceedings.**





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




12





On
      September 13, 2006, we filed a lawsuit against Supremacy Financial Corporation
      in the District Court of
      Clark
      County, Nevada for breach of contract among other claims. We provided management
      consulting services to Supremacy; however, they did not pay us all of the
      compensation to which we are entitled under the contract. We are seeking
      specific performance of the contract, declaratory judgment setting forth the
      rights and responsibilities under the contract, general and special damages,
      attorney’s fees, costs and interest. Supremacy has filed a counterclaim against
      us for breach of contract and other causes related to our performance under
      the
      contract and the lawsuit. Supremacy is seeking general, special and punitive
      damages, attorney’s fees, costs and interest.





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 our current
      assets.





**Item
      2.  Unregistered Sales of Equity Securities.**





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




**Name**
            
            **Shares
                of****Common**
              **Stock**
            
            **Consideration**
            
            **Value**
            
            **Date**Trae
                O’Neil High
            
            
            25,000
            
            
            CLO
                bonus for services rendered
            
            $
            3,500
            
            
            11/08/2006Kipley
                J. Lytel
            
            
            25,000
            
            
            COO
                bonus for services rendered
            
            $
            3,500
            
            
            11/08/2006Peter
                Chepucavage
            
            
            25,000
            
            
            Global
                Advisory Board services
            
            $
            9,250
            
            
            11/16/2006Gary
                N. Clark
            
            
            25,000
            
            
            Global
                Advisory Board services
            
            $
            9,250
            
            
            11/16/2006C.
                Dennis Hensling
            
            
            30,000
            
            
            Senior
                VP services rendered
            
            $
            11,850
            
            
            12/01/2006





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.





**Item
      5. Other Information.**





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





On
      November 15, 2006, we issued Stephen Brock, our President, CEO and a director,
      an unsecured, fifteen-year promissory note in the principal amount of $300,000
      which bears interest at a rate of 12% per year. We are obligated to pay Mr.
      Brock one hundred eighty installments of $3,600 each on the fifteenth day of
      each month with the first such installment beginning on December 15, 2006 until
      the principal and interest have been paid in full. In the event that we fail
      to
      make a payment under the note when due or any other default in or breach of
      our
      performance under the note or any other indebtedness, Mr. Brock may declare
      all
      amounts evidenced under the note immediately due and payable. In the event
      that
      any proceeding regarding bankruptcy or insolvency is filed or commenced by
      or
      against us, all amounts evidenced under the note shall become due and payable
      automatically and immediately. Mr. Brock advanced us cash of $300,000 as
      consideration for the note.


13


**Item
      6. Exhibits.**





**Exhibit
                No.**
            **Description**4.1*
            Promissory
                Note to Stephen Brock dated November 15, 200631.1*
            Certification
                of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 200231.2*
            Certification
                of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 200232.1*
            Certifications
                of Chief Executive Officer and Chief Financial Officer pursuant to
                Section
                906 of the Sarbanes-Oxley Act of
                2002





*  Filed
      herein.





**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:
                February 12, 2007
            By:/s/
                Stephen Brock
              Name:
                Stephen Brock
              Title:
                Chief Executive OfficerDate:
                February 12, 2007
            By:/s/
                Joshua A. Gottesman
              Name:
                Joshua A. Gottesman
              Title:
                Chief Financial Officer





14