**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
      1934





For
      the
      quarterly period ended March 31, 2008





[
        ]  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 [
      ]





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


Yes
      [ **** ]
      No
      [ **X** ]





As
      of
      March 31, 2008, there were 28,251,816 outstanding shares of the registrant's
      common stock, $.001 par value per share.





Transitional
      Small Business Disclosure Format (Check one):   Yes [  ] No
      [ **X** ]








**TABLE
        OF CONTENTS**
 
 
 Page
        No.
  **PART
        I - FINANCIAL INFORMATION**
  **Item
                  1. Financial Statements.**
              **1****Item
                  2. Management's Discussion and Analysis.**
              **5****Item
                  3. Controls and Procedures.**
              **15****PART
                  II - OTHER INFORMATION****Item
                  2. Unregistered Sales of Equity Securities.**
              **15****Item
                  6. Exhibits.**
              **16**








**PART
      I - FINANCIAL INFORMATION**




**Item
      1.  Financial Statements.**





PUBLIC
                COMPANY MANAGEMENT CORPORATIONCONSOLIDATED
                BALANCE SHEETS(Unaudited)March
                31,
            
            September
                30,2008
            
            2007**ASSETS****CURRENT
                ASSETS**Cash
            
            $
            22,100
            
            $
            18,166Accounts
                receivable, net
            
            
            -
            
            
            16,887Marketable
                securities
            
            
            840,603
            
            
            981,987Total
                current assets
            
            
            862,703
            
            
            1,017,040Receivables
                under contract, net
            
            
            27,094
            
            
            16,500Non-marketable
                securities
            
            
            527,328
            
            
            1,032,628Furniture
                and equipment, net
            
            
            31,089
            
            
            39,412**TOTAL
                ASSETS**
            
            $
            1,448,214
            
            $
            2,105,580**LIABILITIES
                AND STOCKHOLDERS’ EQUITY (DEFICIT)****CURRENT
                LIABILITIES**Accounts
                payable and accrued expenses
            
            $
            371,168
            
            $
            385,244Accounts
                payable and accrued expenses to related parties
            
            
            601,738
            
            
            459,717Current
                portion of installment notes payable
            
            
            15,151
            
            
            23,433Bank
                line of credit
            
            
            39,353
            
            
            38,281Advances
                from related party
            
            
            144,494
            
            
            -Deferred
                revenues
            
            
            722,050
            
            
            1,099,967Total
                current liabilities
            
            
            1,893,954
            
            
            2,006,642**LONG
                TERM LIABILITIES**Long-term
                portions of installment note payable
            
            
            3,115
            
            
            9,367**TOTAL
                LIABILITIES**
            
            
            1,897,069
            
            
            2,016,009Commitments
                and Contingencies
            
            
            -
            
            
            -**SHAREHOLDERS’
                EQUITY (DEFICIT)**Common
                stock, $.001 par value; 50,000,000 shares authorized 28,251,816 and
                28,099,316 shares issued and outstanding, respectively
            
            
            28,252
            
            
            28,099Paid-in-capital
            
            
            3,871,810
            
            
            3,862,083Accumulated
                deficit
            
            
            (4,348,918
            )
            
            (3,800,611
            )TOTAL
                STOCKHOLDERS’ EQUITY (DEFICIT)
            
            
            (448,856
            )
            
            89,571**TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)**
            
            $
            1,448,213
            
            $
            2,105,580








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




1


PUBLIC
                COMPANY MANAGEMENT CORPORATIONCONSOLIDATED
                STATEMENTS OF OPERATIONS(Unaudited)Three
                Months Ended
            
            Six
                Months EndedMarch
                31,
            
            March
                31,2008
            
            2007
            
            2008
            
            2007Revenue
            
            $
            122,231
            
            $
            597,749
            
            $
            610,822
            
            $
            979,331General
                and administrative
            
            
            351,556
            
            
            689,333
            
            
            641,074
            
            
            1,037,051Bad
                debt expense
            
            
            134,323
            
            
            13,058
            
            
            139,710
            
            
            19,486Depreciation
                and amortization
            
            
            4,369
            
            
            9,413
            
            
            9,077
            
            
            18,393Total
                operating expenses
            
            
            490,248
            
            
            711,804
            
            
            789,861
            
            
            1,074,930Net
                loss from operations
            
            
            (368,017
            )
            
            (114,055
            )
            
            (179,041
            )
            
            (95,599
            )Other
                income (expense)Interest
                expense
            
            
            (4,475
            )
            
            (17,528
            )
            
            (7,688
            )
            
            (30,072
            )Interest
                income
            
            
            537
            
            
            325
            
            
            2,224
            
            
            970Realized
                gain (loss) on sale of securities
            
            
            23,181
            
            
            (8,807
            )
            
            6,105
            
            
            (10,396
            )Impairment
                of non-marketable securities
            
            
            (146,958
            )
            
            -
            
            
            (443,000
            )
            
            -Unrealized
                gain (loss) on marketable securities
            
            
            (135,427
            )
            
            (363,688
            )
            
            73,093
            
            
            (301,817
            )Total
                other expenses
            
            
            (263,142
            )
            
            (389,698
            )
            
            (369,266
            )
            
            (341,315
            )NET
                LOSS
            
            $
            (631,159
            )
            $
            (503,753
            )
            $
            (548,305
            )
            $
            (436,914
            )Basic
                and diluted weighted average shares outstanding
            
            
            28,435,156
            
            
            24,128,432
            
            
            28,384,367
            
            
            23,952,465Basic
                and diluted net loss per share
            
            $
            (0.02
            )
            $
            (0.02
            )
            $
            (0.02
            )
            $
            (0.02
            )







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




2





PUBLIC
                COMPANY MANAGEMENT CORPORATIONCONSOLIDATED
                STATEMENTS OF CASH FLOWSFor
                The Six Months Ended March 31, 2008 and 2007(Unaudited)2008
            
            2007Cash
                Flows From Operating ActivitiesNet
                loss
            
            $
            (548,305
            )
            $
            (436,914
            )Adjustments
                to reconcile net loss to net
              cash
                used in operating activities:Depreciation
                and amortization
            
            
            9,077
            
            
            18,393Bad
                debt expense
            
            
            139,710
            
            
            19,486Impairment
                of non-marketable securities
            
            
            443,000
            
            
            -Stock
                issued for services
            
            
            9,880
            
            
            222,675Changes
                in assets and liabilities:Marketable
                and non-marketable securities
            
            
            203,684
            
            
            (2,026,110
            )Accounts
                and stock receivable
            
            
            (133,417
            )
            
            (64,779
            )Accounts
                payable and accrued expenses
            
            
            (14,077
            )
            
            185,536Accounts
                payable and accrued expenses to related parties
            
            
            142,021
            
            
            159,113Deferred
                revenue
            
            
            (377,917
            )
            
            1,519,480Net
                Cash Used in Operating Activities
            
            
            (126,344
            )
            
            (403,120
            )Cash
                Flows Used in Investing ActivitiesPurchase
                of fixed assets
            
            
            (754
            )
            
            (5,194
            )Cash
                Flows From Financing ActivitiesNet
                payments on bank line of credit
            
            
            1,072
            
            
            (253
            )Payments
                on installment notes payable
            
            
            (14,534
            )
            
            (13,810
            )Advances
                from related party
            
            
            144,493
            
            
            427,598Net
                Cash Provided by Financing Activities
            
            
            131,032
            
            
            413,535Net
                increase in cash
            
            
            3,934
            
            
            5,221Cash
                at beginning of period
            
            
            18,166
            
            
            11,043Cash
                at end of period
            
            $
            22,100
            
            $
            16,264Cash
                paid during the period for:Interest
            
            $
            7,688
            
            $
            30,072Income
                taxes
            
            
            -
            
            
            -Supplemental
                non-cash disclosures:Common
                stock issued for accrued share-based compensation
            
            $
            -
            
            $
            55,925








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, 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 September 30, 2007. 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 2007 as reported
      in the Form 10-KSB have been omitted.








NOTE
      2 -
      COMMON STOCK





During
      the six months ended March 31, 2008, PCMC issued 77,500 shares to third parties
      for services rendered valued at their fair market value using quoted market
      prices on the date of grant, resulting in total share-based compensation expense
      of $4,200 and 75,000 shares to current and former executive officers of PCMC
      for
      services rendered valued at their fair market value using quoted market prices
      on the date of grant, resulting in total share-based compensation expense of
      $5,680.





At
      March
      31, 2008, PCMC had accrued a total of 573,776 shares valued at $82,265 for
      services to be paid in stock in the future, of which 568,776 shares valued
      at
      $81,715 were accrued to current and former executive officers of
      PCMC.







NOTE
      3 -
      RELATED PARTY





During
      the six months ended March 31, 2008, the President and CEO made personal
      advances to PCMC of $144,494 for funding of operating activities for which
      no
      current period re-payments have been made.





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 firm that educates and assists small businesses to improve
      their management, corporate governance, regulatory compliance and other business
      processes, with a focus on capital market participation. We provide solutions
      to
      clients at various stages of the business lifecycle:





·
            Educational
                products to improve business processes or explore entering the capital
                markets;


·
            Startup
                consulting to early-stage companies planning for
                growth;


·
            Management
                consulting to companies seeking to enter the capital markets via
                self-underwriting or direct public offering or to move from one capital
                market to another; and


·
            Compliance
                services to fully reporting, publicly traded companies.





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





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.





We
      require potential clients to show that they have at least $1 million in current
      annual revenue and high double digit sales growth before we will enter an
      engagement with them. Also, we encourage clients to change their state of
      incorporation to Nevada if they are organized in another state or a foreign
      country.





**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 regulatory
      compliance services.





5


*Management
      Consulting Services* .
      We
      provide management consulting services to small businesses. We provide these
      services under our PCMC RoadmapTM (the “PCMC Roadmap”) to clients seeking to
      become fully reporting, publicly traded companies. Rather than charging these
      clients cash at a fair market rate of $425 per hour, we offer them contracts
      with a fee structure consisting of a mix of stock and cash. Under this
      structure, we currently receive 1.25 million shares of common stock of the
      client which are nonrefundable plus $85,000 for management consulting services
      and, as discussed below, $48,000 for compliance services.





Effective
      with the second quarter ended March 31, 2005, we adopted a revenue recognition
      policy in which we recognize a portion of the revenue related to our consulting
      contracts at the completion of each of the following four
      milestones:





(i)
            initial
                analysis of client’s business and operations and private round(s) of
                initial financing from up to thirteen investors
                (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%).





During
      fiscal 2007, some of our clients expressed a need for immediate, seed-type
      capital from one to three potential investors prior to conducting the private
      offering of initial financing from up to ten accredited or sophisticated
      investors for which we normally recognize 20%. We believe that the client’s
      ability to conduct this type of offering is a measurable milestone related
      to
      the management consulting services that we provide under our contracts. We
      estimated that the value of the services we provide for this purpose is
      approximately 10% of the total contract. Accordingly, effective October 1,
      2007,
      we revised our revenue recognition policy to bifurcate the first milestone
      in
      the event we provide management consulting services to a client to raise
      seed-type capital, otherwise we continue to recognize 20% for services we
      provide for the first milestone.





We
      also
      derive revenue from a broad range of value-added management consulting services
      that we provide on an hourly basis. Our current rate for these services is
      $425
      per hour. These services are designed to improve corporate structures, business
      practices and procedures, record keeping, accounting and corporate governance
      in
      order for small private companies to advance and sustain themselves in the
      capital markets. We receive payment for these services in the form of cash;
      however, for those clients receiving services under our PCMC Roadmap, discussed
      above, we may receive payment in the form of cash or additional client stock
      for
      time delays caused by the client or additional management consulting services
      outside of the scope of the contract that the client may ask us to
      perform.





*Compliance
      Services.* We offer
      regulatory compliance services to public companies. These services also include
      corporate governance matters under the Sarbanes-Oxley Act of 2002. Our rate
      for
      these services is $425 per hour; however as part of our management consulting
      services contracts with clients seeking to become a fully reporting, publicly
      traded company, we provide these services for $48,000 for the first twelve
      months after a client becomes a public company.




6





**Known
      Trends, Events and Uncertainties**





Valuation
      of Non-marketable Securities





Having
      clients that have made it through the process of becoming publicly traded
      companies and developed markets for their common stock underlies our ability
      to
      sell the shares we hold for cash. Our clients have experienced delays becoming
      publicly traded companies (see the discussion below under the heading “Revenue
      Recognition”) and developing markets for their common stock. In addition, our
      clients have had a limited number of shares sold for cash to unrelated third
      parties relative to the number of shares we receive for services.





Historically,
      we have valued our shares at the price per share of contemporaneous sales of
      common stock by our clients to unrelated third parties which occurred at our
      first revenue recognition milestone, classified the shares as non-marketable
      securities, credited deferred revenue in an equal amount and recognized revenue
      related to the shares under our revenue recognition policy, discussed above
      under the heading “How We Generate Revenue”, “ *Management
      Consulting Services* ”.
      We
      received 500,000 shares of our client’s issued and outstanding common stock as
      part of our compensation for management consulting services prior to the first
      milestone, but we have since increased our stock compensation to 1,250,000
      shares. Also, the third-party sales prices and the length of time for a client
      to complete the process to become a public company and develop a market for
      its
      securities generally have increased in the last two years.





During
      the audit of fiscal 2007 we considered whether, in light of the changes in
      our
      business (discussed in the paragraph above), the clients’ sales of shares at the
      first milestone was high enough in quantity compared to the number of shares
      we
      own at that time for us to use the third-party sales price to value our shares.
      When the clients’ third party stock sales at the first milestone are not
      representative of the fair value of our shares, we will either obtain a
      third-party valuation of the stock or record the expected net realizable value
      of shares based on our historical business activity. When neither of these
      is
      available, the stock is recorded at $-0-. We determined that the fair value
      of
      an aggregate of 5,500,000 shares of non-marketable securities of various clients
      were not supportable based on the third-party sales price because the number
      of
      shares we owned was significantly greater than the number of shares sold at
      that
      time. Accordingly, we recorded impairment of $2,723,480 related to these
      securities for fiscal 2007. These clients are still actively engaged in the
      process of becoming public companies and have sold shares to unrelated third
      parties at prices ranging from $0.50 per share to $4.00 per share in relatively
      small offerings; therefore, the shares are recorded at $-0- on our balance
      sheet. We will not assign any value to the shares until such time as a client
      has sold a sufficient number of shares to unrelated third parties in a
      reasonable period of time relative to the number of shares we receive for
      services or such time as we have a sufficient history of selling shares for
      cash
      in the market to use as a basis for valuing new client common stock.  Until
      such time as a client’s stock sales are high enough, or we obtain third-party
      valuations or develop a method of valuing new client shares based on our selling
      history, we initially will record only the cash portion of our client
      engagements, which will have a material adverse effect on our financial
      condition and result of operations until such time as we can sell the stock
      portion and record gains on the sale.





Marketing
      and Nevada Economic Development





Historically,
      we directed our marketing efforts to potential clients throughout the U.S.
      and
      in Canada. While we will continue to accept clients on a national and
      international basis, we believe that there are significant advantages to
      concentrating our marketing efforts in the State of Nevada. Further, we believe
      that supporting Nevada economic development based on the state’s unique capital
      markets and business regulatory climate will drive business directly to us
      as
      well as have long term benefits for the state.





According
      to the Nevada Secretary of State, there are approximately 310,000 corporations
      domiciled in Nevada. During 2006, 41,083 corporations were formed in Nevada
      and
      39,052 and 35,186 corporations were formed in Nevada during 2005 and 2004,
      respectively. We perceive Nevada as offering the following
      benefits:





7


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


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





We
      created the Nevada Economic Development Advisory Board (NEDAB), a council of
      prominent businesspeople and legislators who share a vision of diversified
      economic growth through capital marketing participation and are working with
      other businesses and the government to make that vision a reality. NEDAB
      believes that:





·
            Nevada
                has the potential to become the premier destination in the U.S. for
                small
                business issuers looking to enter the capital
                markets;


·
            Nevada
                corporations across a variety of industries can benefit from participating
                in the capital markets as a way to build long term shareholder value,
                provide access to capital, increase visibility and improve business
                practices to meet the standards of being a public company;
                and


·
            An
                increased number of Nevada corporations successfully entering and
                sustaining participation in the capital markets will create diversified
                economic growth, increase the number of companies that physically
                relocate
                to Nevada, create new jobs and increase revenue for the
                state.





Activities
      of NEDAB include:





·
            Outreach
                to other economic development groups, legislators, regulators, business
                owners, and business and industry
                leaders;


·
            Educational
                Programs for companies seeking to learn about capital markets and
                the
                advantages of domiciling in Nevada as a private or public
                company;


·
            Policy
                Research and Recommendations to make Nevada even more attractive
                as a home
                for companies wanting to participate in capital markets;
                and


·
            Locally-based
                Industry Screening Committees to help identify and screen companies
                that
                are good candidates for participation in the public
                markets.





We
      have
      significantly increased our public awareness in the State of Nevada. For
      example, in November 2007, we held our first Capital Markets Seminar, and
      another one in February 2008. 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.





Our
      President, CEO and majority shareholder is a Nevada resident. He has a network
      of business contacts who assist us in creating our public awareness in Nevada
      and assist us in the development of Nevada companies.





Third-Party
      Financing





Although
      we offer a contract that allows a substantial portion of our fees to be paid
      in
      client stock, some growth stage companies that are ready and qualified to enter
      the capital markets are still reluctant to utilize cash in the process that
      could be used to fund their marketing or expansion of their operations. We
      believe that if our clients can obtain third-party project financing, it would
      increase our ability to sign new clients and shorten the amount of time it
      takes
      for us to sign a potential client after we first meet them.





We
      have
      established relationships with state and federal banks for them to offer our
      qualified clients loans up to $250,000. The funds would be used to pay our
      management consulting and compliance services fees and other expenses related
      to
      the client becoming a fully reporting, publicly traded company and entering
      the
      capital markets. Some of these banks may also provide 48-hour approval on small
      loans and increased borrowing for equipment, acquisitions, commercial real
      estate and other capital expenditures.





8


While
      this type of financing traditionally has been applied to property purchases,
      such as vehicles, equipment and real estate, it may work when applied creatively
      to the services industry.





Client
      Progress Reports or Requests for Payment





We
      explored ways to convey to each of our preexisting and new clients the value
      of
      the management consulting services that we provide to them in terms of estimated
      hours at our hourly rates throughout the entire process for them to become
      fully
      reporting, publicly traded companies. We developed a list of tasks that reflect
      the activities that we typically perform during an engagement for each milestone
      on which we generate revenue from management consulting services. As discussed
      in more detail below, we reviewed each client engagement to determine what
      we
      would have charged (in the case of performing clients) or what we may seek
      to
      recover (for slow performing or inactive clients) for our services on an hourly
      basis. We decided to present this information in the form of a progress report
      for a performing client and a request for payment for a slow-performing or
      inactive client.





We
      reviewed our client contracts (some of which we had entered into as far back
      as
      2004) to assess the value of management consulting services that we have
      provided on each engagement in terms of estimated hours at our hourly rates.
      The
      review consisted of identifying the last milestone reached by each client,
      reviewing our files for each client, and reviewing each client’s intranet and
      email communications between us and the client as well as various consultants
      that provided services to the client. During the review, we documented the
      work,
      both within and outside of the scope of each engagement, in terms of estimated
      hours that we performed for the client. We initially based our estimates on
      a
      study that we conducted several years ago to assess the number of hours that
      it
      took to complete each milestone; however, in most cases, we determined that
      it
      was necessary to adjust that estimate upwards due to specifically identified
      delays related to a particular engagement and general changes in the statutory,
      regulatory and accounting environment that have occurred since the date of
      our
      study. As a result, we determined that it takes approximately 1,600 hours,
      rather than 1,100 hours to complete a management consulting services
      engagement.





We
      use
      the documentation to provide our performing clients with a progress report
      showing their current status in the process of becoming a fully reporting,
      publicly traded company and the value of our services as of the date of the
      report. In performing our reviews, we discovered that we had provided management
      consulting services with an estimated value of several hundreds of thousands
      of
      dollars on certain client engagements which we consider as slow performing
      or
      inactive. We have received a limited amount of cash from these engagements
      and
      hold (or are owed) shares of their common stock. These shares have become (or
      would be) worthless to us since our business model is driven by clients that
      have made it through the process of becoming fully reporting, publicly traded
      companies. We are using the documentation to provide our slow-performing and
      inactive clients with a request for payment for the value of our services and/or
      accelerate their active engagement in completing the milestones.





Providing
      progress reports and requests for payment is an ongoing process. We hope that
      the progress reports will keep our performing clients focused on their efforts
      to become fully reporting, publicly traded companies and that the requests
      for
      payment will reengage our slow-performing and inactive clients or serve as
      a
      basis for us to collect from or negotiate a settlement with them. However,
      there
      can be no assurance that we will achieve any of these results.





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.





9


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





We
      continue to use audit coordinators in 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 as a
      condition to contracting with us. Initially, an audit coordinator will interview
      a client’s personnel, accounting systems and methodology, and financial records
      to determine their proficiency and level of adherence to accounting standards.
      If a client does not have suitable personnel, the audit coordinator will
      recommend early in the process that the client hire someone internally who
      can
      fulfill the client’s accounting function. Audit coordinators also serve as a
      liaison between the client and their independent auditor during the audit or
      financial statement review process. Audit coordinators teach our clients how
      to
      accumulate and communicate financial information within their organizations’ and
      record, process, summarize and report their financial information within the
      time periods specified by the SEC.





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 potential
      profitability. We hope that our efforts will create publicity for us and provide
      additional management consulting services opportunities for us.





We
      aim to
      implement a web-based system for project planning and time tracking.  As
      discussed above under the heading “Client Progress Reports or Requests for
      Payment”, we are placing more importance on keeping track of time allocation on
      client engagements in order to fully realize revenue for additional services
      provided to clients beyond the scope of our basic engagement.  We expect
      that a web-based system will support our ongoing process of improving
      operational efficiency and profitability.  The web-based interface will
      allow us and the professional service providers who serve our clients to track
      our time on client engagements. We also aim to integrate the system with our
      accounting system which we expect will accelerate our accounts receivable
      process for additional services which we can bill by the hour.





**Results
      of Operations for the Six Months Ended March 31, 2008 Compared to the Six Months
      Ended March 31, 2007.**





Our
      revenue was $610,822 for the six months ended March 31, 2008, as compared to
      $979,331 for the six months ended March 31, 2007. During the six months ended
      March 31, 2008 and 2007, we generated most of our revenue from management
      consulting services and compliance services. We accept restricted shares of
      common stock of our clients as the predominate portion of our fee for services.
      Historically, we have valued the shares at the price per share of
      contemporaneous sales of common stock by our clients to unrelated third parties,
      classified the shares as non-marketable securities, credited deferred revenue
      in
      an equal amount and recognized revenue related to the shares under our revenue
      recognition policy, discussed above under the heading “How We Generate Revenue”,
“ *Management
      Consulting Services* ”.
      During
      the audit of fiscal 2007, we considered whether, in light of the changes in
      our
      business (discussed above under the heading “Known Trends, Events and
      Uncertainties”, “Valuation of Non-marketable Securities”), the clients’ sales of
      shares at the first revenue recognition milestone was high enough in quantity
      compared to the number of shares we own at that time for us to use the
      third-party sales price to value our shares. When the clients’ third party stock
      sales at the first milestone are not representative of the fair value of these
      shares, we will either obtain a third-party valuation of the stock or record
      the
      expected net realizable value of shares based on our historical business
      activity. When neither of these are available, the stock is recorded at $-0-.
      We
      determined that the fair values of an aggregate of 5,500,000 shares of
      non-marketable securities of various clients were not supportable based on
      the
      third-party sales price because the number of shares we owned was significantly
      greater than the number of shares sold at that time. As a result, we are not
      recognizing revenue from management consulting services during the six months
      ended March 31, 2008 related to the shares of certain clients’ common stock
      which is the primary reason for our decrease in revenue.


10





General
      and administrative expense decreased $395,977 or 38%, to $641,074 for the six
      months ended March 31, 2008, as compared to general and administrative expense
      of $1,037,051 for the six months ended March 31, 2007. The decrease in general
      and administrative expense was primarily due to decreases in accounting and
      legal fees, stock compensation issued to executive officers and consultants,
      and
      advertising costs.





Bad
      debt
      expense was $139,710 for the six months ended March 31, 2008, as compared to
      bad
      debt expense of $13,058 for the six months ended March 31, 2007. The increase
      in
      bad debt expense was primarily due to amounts written off for nonpayment related
      to the compliance services portion of two client contracts.





Depreciation
      and amortization expense decreased $9,316, or 51%, to $9,077 for the six months
      ended March 31, 2008, as compared to depreciation and amortization expense
      of
      $18,393 for the six months ended March 31, 2007. The decrease in depreciation
      and amortization was primarily a result of having certain equipment become
      fully
      depreciated.




Total
      operating expenses decreased $285,069, or 27%, to $789,861 for the six months
      ended March 31, 2008, as compared to total operating expenses of $1,074,930
      for
      the six months ended March 31, 2007. The decrease in total operating expenses
      was primarily due to the decrease in general and administrative expense
      discussed above.





Interest
      expense decreased $22,384, or 74%, to $7,688 for the six months ended March
      31,
      2008, as compared to interest expense of $30,072 for the six months ended March
      31, 2007. The decrease in interest expense was primarily due to a decrease
      in
      the amount of debt we owed to Stephen Brock, our President, CEO, majority
      shareholder and a director. On September 28, 2007, Mr. Brock converted
      $1,019,657 of debt at $1.00 per share into 1,019,657 restricted shares of our
      common stock.





Interest
      income was $2,224 for the six months ended March 31, 2008, as compared to
      interest income of $970 for the six months ended March 31, 2007. The increase
      in
      interest income was due to an increase in our cash balances.





We
      had
      realized gain on sale of securities of $6,105 for the six months ended March
      31,
      2008, as compared to realized loss on sale of securities of $10,396 for the
      six
      months ended March 31, 2007. The change from realized loss to realized gain
      on
      sale of securities was due to transactions at a higher market value than book
      value of securities sold.





11


We
      had
      impairment of non-marketable securities of $443,000 for the six months ended
      March 31, 2008. We did not have impairment of non-marketable securities for
      the
      six months ended March 31, 2007. During the six months ended March 31, 2008,
      the
      common stock of one of our clients became publicly traded with low volume and,
      as of March 31, 2008, a market price per share that was lower than the price
      per
      share that we recorded for our shares in March 2005. In addition, there were
      no
      identifiable facts or circumstances to suggest that we would recognize more
      than
      the prevailing market price per share when we are able to sell our shares.
      As a
      result of these factors, we continue to classify the shares as non-marketable
      securities, and we impaired them.





Unrealized
      gain on marketable securities of $73,093 for the six months ended March 31,
      2008, as compared to unrealized loss on marketable securities of $301,817 for
      six months ended March 31, 2007. The change from unrealized loss to unrealized
      gain on marketable securities was primarily due to changes in the values of
      marketable securities.





Net
      loss
      increased $111,391, or 25%, to $548,305 (and net loss per share of $0.02) for
      the six months ended March 31, 2008, as compared to net loss of $436,914 (and
      net loss per share of $0.02) for the six months ended March 31, 2007. The
      increase in net loss was primarily attributable to the decrease in revenue
      and
      the increases in bad debt expense and impairment of non-marketable securities
      discussed above.





We
      had an
      accumulated deficit of $4,348,918 as of March 31, 2008.





**Liquidity
      and Capital Resources**





We
      had
      total current assets of $862,703 as of March 31, 2008, which consisted of cash
      of $22,100 and marketable securities of $840,603.





We
      had
      total current liabilities of $1,893,954 as of March 31, 2008, which consisted
      of
      deferred revenues of $722,050, accounts payable and accrued expenses to related
      parties of $601,738, accounts payable and accrued expenses of $371,168, advances
      from related party of $144,494 that we received from Stephen Brock, our
      President and CEO, bank line of credit of $39,353 and current portion of
      installment notes payable of $15,151. Accounts payable and accrued expenses
      to
      related parties includes accrued cash compensation of $450,000 to Mr. Brock
      and
      cash and stock compensation of $81,715 and $70,023 to other current and former
      executive officers.





We
      had
      negative working capital of $1,031,251 as of March 31, 2008. The ratio of
      current assets to current liabilities was 46% as of March 31, 2008.





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 and developed markets for their securities. Rather than charging
      clients cash payments at $425 per hour, we offer them contracts with a fee
      structure consisting primarily of the client’s stock and 19% to 22% cash. We are
      currently using cash collected from clients, sales of our client securities
      and
      net cash payments from Stephen Brock, our President, CEO, majority shareholder
      and a director, to cover our overhead.





Having
      clients that have made it through the process of becoming publicly traded also
      drives our ability to generate cash flows from operations. Until a client
      becomes a publicly traded company, there is no market for the shares of our
      clients’ common stock which we receive in lieu of cash payments for our
      services. There is no assurance that a market will develop for these securities
      and, even if markets do develop, those markets will most likely be illiquid
      and
      highly volatile.





The
      majority of our potential value is in the common stock we own of our clients.
      These shares are divided on our balance sheet into marketable securities (a
      current asset) and non-marketable securities. Until such time as our clients’
common stock becomes publicly traded and there is evidence of a market in those
      securities to sustain sales of the shares that we hold, we classify
      non-marketable securities as 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 and there is evidence that we could sell our shares in the market.
      Classifying non marketable securities as a long-term asset and deferred revenue
      as a current liability creates less working capital and a lower ratio of current
      assets to current liabilities than what they otherwise would be if deferred
      revenue was classified as a long-term liability. As our current clients reach
      milestones, we would recognize revenue and offset deferred revenues, which
      balance was $722,050 as of March 31, 2008. As our clients become fully
      reporting, publicly traded companies and there is a market in which we could
      sell our shares, non-marketable securities, which balance was $527,328 as of
      March 31, 2008, would become marketable securities. 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.





12


During
      the six months ended March 31, 2008, we had a net increase in cash of $3,934;
      consisting of $131,032 provided by financing activities which was offset by
      $126,344 used in operating activities and $754 used in investing activities.





Net
      cash
      used in operating activities was $126,344 for the six months ended March 31,
      2008, consisting of net loss of $548,305 adjusted by non-cash expenses for
      depreciation and amortization of $9,077, bad debt expense of $134,323,
      impairment of non-marketable securities of $443,000 and stock issued
      for services of $9,880, a decrease in marketable and non-marketable securities
      of $203,684 and a increases in accounts payable and accrued expenses to related
      parties of $142,021 which were offset by a decrease in deferred revenue of
      $377,917, an increase in accounts and stock receivable of $133,417 and a
      decrease in accounts payable and accrued expenses to outside parties of $14,077.





Net
      cash
      used in investing activities was $754 for the six months ended March 31, 2008,
      due to the purchase of computer equipment.





Net
      cash
      provided by financing activities was $131,032 for the six months ended March
      31,
      2008, consisting of advances from related party of $144,494 by Stephen Brock,
      our President, CEO, majority shareholder and a director, and a net change in
      our
      bank line of credit of $1,072 which were offset by payments on installment
      notes
      payable of $14,534.





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 for operations. 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. In addition, we increased our efforts 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.





During
      the six months ended March 31, 2008, Stephen Brock provided us with $144,494
      of
      funding for our operations. Further, we may seek a greater line of credit or
      private equity capital to finance our operations until more clients’ common
      stock becomes publicly traded and we are able to dispose of our shares of their
      common stock.




**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.





13


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





*Revenue
      Recognition.* Revenue
      is recognized when the earning process is complete and the risks and rewards
      of
      ownership have transferred to the customer, which is generally considered to
      have occurred upon performance of the services provided. Providing management
      consulting services may take several months. Effective with the second quarter
      ended March 31, 2005, we adopted a revenue recognition policy for management
      consulting services that we provide under the PCMC RoadmapTM 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 analysis of client’s business
      and operations and private round of initial financing from up to ten investors
      (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%). During fiscal 2007, some of our clients expressed
      a
      need for immediate, seed-type capital from one to three potential investors
      prior to conducting the private offering of initial financing from up to ten
      investors. We identified this as a measurable milestone the public reporting
      process. We estimated that the value of the services we provide for this purpose
      is approximately 10% of the total contract. Accordingly, effective October
      1,
      2007, we revised our revenue recognition policy to bifurcate the first milestone
      in the event we provide management consulting services to a client under the
      PCMC RoadmapTM to raise seed-type capital, otherwise we continue to recognize the
      full 20% for the first milestone after we perform services for the private
      round
      of initial financing from up to ten investors. 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 deferred revenues of $722,050, which
      were
      subject to changes in the percentage revenue earned for the remaining
      milestones.





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





*Valuation
      of non-marketable securities* .
      Non-marketable securities are not publicly traded and therefore do not have
      a
      readily determinable fair value. Non-marketable securities are reflected on
      our
      balance sheet at historical cost. As
      our
      clients become fully reporting, publicly traded companies and there is evidence
      of a market in those securities to sustain sales of the shares that we hold,
      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.





During
      the audit of fiscal 2007, we considered whether, in light of the changes in
      our
      business (discussed above under the heading “Known Trends, Events and
      Uncertainties”, “Valuation of Non-marketable Securities”), the clients’ sales of
      shares at the first revenue recognition milestone was high enough in quantity
      compared to the number of shares we own at that time for us to use the
      third-party sales price to value our shares. When the clients’ third party stock
      sales at the first milestone are not representative of the fair value of these
      shares, we will either obtain a third-party valuation of the stock or record
      the
      expected net realizable value of shares based on our historical business
      activity. When neither of these are available, the stock is recorded at $-0-. Due
      to
      the uncertainty inherent in valuing securities that are not publicly traded,
      our
      determinations of fair value of non-marketable securities may differ
      significantly from the values that would exist if a ready market for these
      securities existed; therefore, t he
      value
      of securities we hold as non-marketable securities could be significantly
      different than their value as marketable securities.





14


**Item
      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.
      Our auditors identified material adjustments in the areas of valuation of
      marketable securities. The consolidated financial statements in this report
      have
      been adjusted to include these changes. Management is working on plans to better
      evaluate marketable security values at each balance sheet date. We believe
      these
      plans when finalized will enable us to avoid these types of adjustments in
      the
      future.





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.





**PART
      II - OTHER INFORMATION**





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





The
      following table lists unregistered sales of our securities during the quarterly
      period ended March 31, 2008.




**Name**
            **Shares
                of****Common Stock****(1)**
            **Consideration**
            **Value**
            **Date****(2)**Tim
                Carlson
            1,250
            NEDAB
                services rendered
            $
                150
            01/02/2008Paul
                Henderson
            3,750
            NEDAB
                services rendered
            $
                400
            (3)





(1)
            As
                of March 31, 2007, all of the shares had not been issued and an aggregate
                expense of $550 had been accrued.


(2)
            Represents
                the date used to value the common
                stock.


(3)
            On
                January 31, 2008 and February 15, 2008, 2,500 shares and 1,250 shares,
                respectively, were earned and valued as of each of such
                dates.





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.




15


**Item
      6. Exhibits.**





**Exhibit
                No.**
            **Description**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*
            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:May
                5, 2008
            By:/s/
                Stephen Brock
              Name:
                Stephen Brock
              Title:
                Chief Executive OfficerDate:
                May 5, 2008
            By:/s/
                Trae O'Neil High
              Name:
                Trae O'Neil High
              Title:
                Chief Financial Officer






16