**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-QSB**





(Mark
      One)





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





For
      the
      quarterly period ended June 30, 2007





oTRANSITION
      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
      June 30, 2007, there were 26,737,916 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**




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









**PART
      I – FINANCIAL
      INFORMATION**




**Item
      1.  Financial Statements.**





PUBLIC
      COMPANY MANAGEMENT CORPORATION


CONSOLIDATED
      BALANCE SHEETS


(Unaudited)





June
                30,
              2007
            
            September
                30,
              2006**ASSETS****CURRENT
                ASSETS**Cash
            
            $
            15,062
            
            $
            11,043Accounts
                receivable, net
            
            
            32,744
            
            
            41,741Marketable
                securities
            
            
            1,639,238
            
            
            933,352Other
                current assets
            
            
            -
            
            
            6,428Total
                current assets
            
            
            1,687,044
            
            
            992,564Receivables
                under contract, net
            
            
            61,475
            
            
            4,500Non-marketable
                securities
            
            
            5,201,108
            
            
            3,965,128Furniture
                and equipment, net
            
            
            44,122
            
            
            52,625Website,
                net
            
            
            -
            
            
            11,758**TOTAL
                ASSETS**
            
            $
            6,993,749
            
            $
            5,026,575**LIABILITIES
                AND STOCKHOLDERS’ EQUITY****CURRENT
                LIABILITIES**Accounts
                payable and accrued expenses
            
            $
            297,044
            
            $
            155,860Accounts
                payable and accrued expenses to related parties
            
            
            461,107
            
            
            248,012Current
                portion of installment notes payable
            
            
            27,599
            
            
            30,347Bank
                line of credit
            
            
            36,803
            
            
            37,663Advances
                from related party
            
            
            868,735
            
            
            220,424Deferred
                revenues
            
            
            4,988,155
            
            
            3,408,675Total
                current liabilities
            
            
            6,679,443
            
            
            4,100,981**LONG
                TERM LIABILITIES**Long-term
                portions of installment note payable
            
            
            12,333
            
            
            30,316**TOTAL
                LIABILITIES**
            
            
            6,691,776
            
            
            4,131,297Commitments
                and Contingencies
            
            
            -
            
            
            -**SHAREHOLDERS’
                EQUITY**Common
                stock, $.001 par value; 50,000,000 shares authorized, 26,737,916
                and
                23,654,412 shares issued and outstanding, respectively
            
            
            26,738
            
            
            23,654Paid-in-capital
            
            
            2,809,353
            
            
            2,322,737Accumulated
                deficit
            
            
            (2,534,118
            )
            
            (1,451,113
            )TOTAL
                STOCKHOLDERS’ EQUITY
            
            
            301,973
            
            
            895,278**TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY**
            
            $
            6,993,749
            
            $
            5,026,575




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




1


PUBLIC
      COMPANY MANAGEMENT CORPORATION


CONSOLIDATED
      STATEMENTS OF OPERATIONS


(Unaudited)





Three
                Months Ended June 30,
            
            Nine
                Months Ended June 30,2007
            
            2006
            
            2007
            
            2006Revenue
            
            $
            1,513
            
            $
            193,414
            
            $
            980,845
            
            $
            985,574General
                and administrative
            
            
            608,570
            
            
            332,517
            
            
            1,645,625
            
            
            1,200,374Bad
                debt expense (benefit)
            
            
            -
            
            
            (4,490
            )
            
            13,058
            
            
            66,010Depreciation
                and amortization
            
            
            7,062
            
            
            12,288
            
            
            25,455
            
            
            36,928Total
                operating expenses
            
            
            615,632
            
            
            340,315
            
            
            1,684,138
            
            
            1,303,312Net
                loss from operations
            
            
            (614,119
            )
            
            (146,901
            )
            
            (703,293
            )
            
            (317,738
            )Other
                income and (expense)Interest
                expense
            
            
            (18,761
            )
            
            (2,338
            )
            
            (48,833
            )
            
            (34,139
            )Interest
                income
            
            
            7
            
            
            9
            
            
            980
            
            
            21Realized
                (loss) gain on sale of securities
            
            
            (16,627
            )
            
            (6,247
            )
            
            (27,023
            )
            
            17,705Unrealized
                gain (loss) on marketable securities
            
            
            3,409
            
            
            (90,205
            )
            
            (298,408
            )
            
            (337,375
            )Impairment
                of interest receivable
            
            
            -
            
            
            -
            
            
            (6,428
            )
            
            -Total
                other expenses
            
            
            (31,972
            )
            
            (98,781
            )
            
            (379,712
            )
            
            (353,788
            )NET
                LOSS
            
            $
            (646,091
            )
            $
            (245,682
            )
            $
            (1,083,005
            )
            $
            (671,526
            )Weighted
                average shares outstanding
            
            
            25,396,103
            
            
            23,374,039
            
            
            24,346,275
            
            
            22,972,151Basic
                and diluted net loss per share
            
            $
            (0.03
            )
            $
            (0.01
            )
            $
            (0.04
            )
            $
            (0.03
            )




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




2




PUBLIC
        COMPANY MANAGEMENT CORPORATION


CONSOLIDATED
        STATEMENTS OF CASH FLOWS
 Nine
        Months Ended June 30, 2007 and 2006
 (Unaudited)




2007
            
            2006(Restated)Cash
                Flows From Operating ActivitiesNet
                loss
            
            $
            (1,083,005
            )
            $
            (671,526
            )Adjustments
                to reconcile net loss to net
              cash
                used in operating activities:Depreciation
                and amortization
            
            
            25,455
            
            
            36,928Bad
                debt expense
            
            
            13,058
            
            
            66,010Stock
                issued for services
            
            
            433,775
            
            
            358,236Impairment
                of interest receivable
            
            
            6,428
            
            
            -Changes
                in assets and liabilities:Marketable
                and non-marketable securities
            
            
            (1,941,866
            )
            
            (2,720,005
            )Accounts
                and stock receivable
            
            
            (61,036
            )
            
            309,668Notes
                receivable
            
            
            -
            
            
            47,868Accounts
                payable and accrued expenses
            
            
            170,009
            
            
            121,372Accounts
                payable and accrued expenses to related parties
            
            
            240,195
            
            
            30,871Deferred
                revenue
            
            
            1,579,480
            
            
            2,417,912Net
                Cash Used in Operating Activities
            
            
            (617,507
            )
            
            (2,666
            )Cash
                Flows From Investing ActivitiesPurchase
                of fixed assets
            
            
            (5,194
            )
            
            -Cash
                Flows From Financing ActivitiesNet
                payments on bank line of credit
            
            
            (860
            )
            
            (7,875
            )Payments
                on installment notes payable
            
            
            (20,732
            )
            
            (14,446
            )Net
                loan proceeds from related party
            
            
            648,312
            
            
            -Net
                Cash Provided by (Used in) Financing Activities
            
            
            626,720
            
            
            (22,321
            )Net
                increase (decrease) in cash
            
            
            4,019
            
            
            (24,987
            )Cash
                at beginning of period
            
            
            11,043
            
            
            40,061Cash
                at end of period
            
            $
            15,062
            
            $
            15,074Cash
                paid during the period for:Interest
            
            $
            48,833
            
            $
            34,139Income
                taxes
            
            
            -
            
            
            -Supplemental
                non-cash disclosures:Common
                stock issued for accrued share-based compensation
            
            $
            28,825
            
            $
            -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 nine months ended
      June
      30, 2006 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:





Nine
                Months EndedJune 30, 2006(unaudited)As
                originally reported:Net
                Cash Used in Operating Activities
            
            $
            (71,953
            )Net
                Cash Provided by Investing Activities
            
            
            69,287Restated:Net
                Cash Used in Operating Activities
            
            $
            (2,666
            )Net
                Cash Provided by Investing Activities
            
            
            -




NOTE
      2 -
      COMMON STOCK





During
        the nine months ended June 30, 2007, PCMC issued 194,054 shares
        valued at $55,925 for prior year accrued share-based compensation and 2,889,450
        shares valued at $433,775 for current period services.





During
      the nine months ended June 30, 2007, PCMC accrued a total of 406,276 shares
      valued at $71,600 for services to be paid in stock in the future, of which
      368,776 shares valued at $67,600 were accrued to current and former executive
      officers of PCMC.





NOTE
      3
– RELATED
      PARTY





During
      the nine months ended June 30, 2007, the President and CEO made net advances
      to
      PCMC of $ 648,312 for
      funding of operating activities.




NOTE
      4 –
EMPLOYMENT AGREEMENT




On
        April
        12, 2007, PCMC revised its written agreements with two of its consultants
        who
        serve as executive officers. The agreements provide for a minimum annual
        salary
        (adjustable upwards in some cases based on PCMC’s performance) to be paid in
        cash and stock. On May 3, 2007, PCMC and one of the executive officers amended
        the agreement between them to increase the cash compensation and provide
        for a
        client stock incentive due to increased responsibilities taken on by the
        executive as a result of the resignation of another executive (discussed
        below).
        At June 30, 2007, the minimum total future commitment due under both agreements
        and the amendment was cash compensation of $102,000, stock compensation of
        180,000 registered shares, and signing bonuses of 50,000 registered shares.
        The
        executives are also entitled to receive restricted and registered shares
        of
        PCMC’s common stock based on certain milestones as provided in the agreements.
        Under the amendment, one of the executives is entitled to receive a client
        stock
        incentive consisting of 4% of PCMC’s marketable securities as of March 31, 2007,
        and, on the date that the following securities become quoted or listed for
        trading, 4% of PCMC’s non-marketable securities as of March 31, 2007 and 4% of
        the securities that PCMC receives from each client after March 31, 2007,
        provided that the executive is providing services to PCMC at the time of
        such
        quotation or listing. As of June 30, 2007, the shares had not been transferred
        to the officer. The value of the shares owed was $53,941. PCMC has reduced
        its
        marketable securities by this amount.




4




In
        May
        2007, an executive officer resigned and his one-year employment contract
        which
        had begun on November 1, 2006 was terminated. The executive was receiving
        a
        minimum salary of $2,000 and 10,000 registered common shares per month. PCMC
        agreed to pay the executive the minimum salary through April 30,
        2007.
 
 On
        May
        15, 2007, PCMC and one of its consultants who served as an executive officer
        agreed to postpone until further agreement the minimum salary of $500 and
        15,000
        restricted shares per month that the executive was receiving under an agreement
        that was scheduled to end on July 6, 2007. PCMC agreed to pay the executive
        the
        minimum salary through May 31, 2007.




5





**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* .
        Historically, we have generated 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 pursuant to consulting contracts 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:





6




(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%).





We
      have
      determined that each milestone generally requires us to provide a certain amount
      of hours of management consulting services for our clients to achieve the
      milestone. When there are delays in our clients achieving milestones, it
      typically has required us to provide additional services to the clients outside
      of the direct scope of our consulting contracts. Our contracts allow us to
      bill
      our clients by the hour for any and all services that we provide outside of
      the
      direct scope of the contract. We are implementing a web-based system for project
      management and time tracking (discussed below in the section entitled “Known
      Trends, Events and Uncertainties” under the heading “Technology”) in an effort
      to place more importance on the amount of services hours that we spend on our
      clients and to bill our clients for additional service hours.




*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**





Client
      Progress Reports or Requests for Payment





We
      have
      been exploring 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 rate of $350 per hour throughout the entire process for
      them
      to become fully reporting, publicly traded companies. We have developed a list
      of tasks that reflect the activities that we typically perform during an
      engagement for each of the four milestones on which we generate revenue from
      management consulting services. As discussed in more detail below, we are in
      the
      process of reviewing each client engagement to date 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
      at
      a rate of $350 per hour. We have 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
      began
      a project of reviewing 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 rate of
      $350
      per hour. The review consists 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 document
      the work, both within and outside of the scope of each engagement, in terms
      of
      estimated hours that we performed for the client. We base our estimates on
      a
      study that we conducted several years ago to assess the number of hours that
      it
      takes to complete each milestone; however, in most cases, we determined that
      it
      was necessary to adjusted 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.




7




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. As of the filing
      of this report, one of our clients refocused on the process of becoming publicly
      traded and renegotiated with us for six months of regulatory compliance
      services. In addition, we and one of our inactive clients have agreed to terms
      in principal regarding a settlement and mutual release where the client would
      pay us cash for services that they received from us.





Revenue
      Recognition





During
      the quarterly period ended June 30, 2006, none of our clients reached their
      next
      milestone in the process of becoming a fully reporting, publicly traded company.
      We believe that this was primarily due to obstacles (discussed below) that
      our
      clients faced. As a result, we did not generate any revenue from management
      consulting services during the quarterly period ended June 30, 2006.
      Historically, we have generated most of our revenue from management consulting
      services; however, during the quarterly period ended June 30, 2006, we generated
      revenue of $1,513 entirely from the sale of educational white papers. We do
      not
      believe that the revenue generated during such quarter is indicative of our
      future operating results.





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. Since our
      last fiscal year end, the client attempted to improve its business
      processes. The client had engaged an audit coordinator (discussed below) and
      expressed its intention to continue with the process, but the client is still
      experiencing significant delays. During the quarterly period ended June 30,
      2007, we provided the client with a request for payment for the value our
      services. We hope that the request for payment will reengage the client in
      its
      efforts to become a fully reporting, publicly traded company or serve as a
      basis
      for us to collect from or negotiate a settlement with the client; however,
      there
      can be no assurance that we will achieve any of these results.





8


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
        which require, among other things, 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.
 
 National
        Marketing
 
 We
        increased our national advertising activities directed at client acquisition.
        We
        signed a new client consulting contract during this period. We expect to
        acquire
        new clients in the future as a result of these activities and our Nevada
        economic development initiatives discussed below.
  We
        have
        improved our marketing efforts and prescreening process to engage better
        quality
        clients that we believe are more capable of meeting the obstacles and moving
        through the process of becoming fully reporting, publicly traded companies
        more
        quickly than we have seen in the past. Though we anticipate that the newer
        client engagements will be potentially more valuable and may have higher
        contract completion success rates, the frequency of newly signed contracts
        may
        decrease as a result of stricter client screening criteria.
 
 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
        plan
        to increase 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.
  9
 
 Our
        President, CEO and majority shareholder is a Nevada resident. He has networks
        of
        business contacts that can assist us in creating our public awareness in
        Nevada
        and assist us in the development of Nevada companies. We established a Nevada
        Economic Development Advisory Board (“NEDAB”) whose website is located at www.Nevada-EDAB.com .
 
 NEDAB
        is
        a council of prominent businesspersons and legislators who share a vision
        of
        diversified economic growth through participation in capital markets and
        are
        working with other businesses and the government to make that vision a reality.
        NEDAB believes that: 1) Nevada has the potential to become the premier
        destination in the U.S. for small business issuers looking to enter the capital
        markets; 2) 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 3) 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. NEDAB will consist of approximately ten members
        (in addition to advisors) who are 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. It will also consist
        of
        locally-based industry screening committees that will help identify and screen
        companies that are good candidates for participation in the public
        markets.
 
 Activities
        of NEDAB include:
 
 ·
              **Locally-based
                  Industry Screening Committees**to
                  help identify and screen companies that are good candidates for
                  participation in the public
                  markets.
 ·
              **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.
 
 Current
        members of NEDAB include:
 
 ·
              Mark
                  Daigle, NEDAB Co-Chairman and President and CEO of Colonial Bank
                  N.A.
                  Nevada.
 ·
              Paul
                  Henry, Esq., President and CEO of Henry & Associates,
                  LLC.
 ·
              Robert
                  Uithoven, President of J3 Strategies and Manager for Jim Gibbons’
                  successful 2006 gubernatorial campaign in
                  Nevada.
 
 Advisors
        to NEDAB include:
  ·
              Bob
                  Beers, PCMC Nevada Client Audit Coordinator, and Nevada State Senator
                  District 6. ·
              Tim
                  Carlson, NEDAB Economic Development Advisor, CEO of Powered by
                  Renewables
                  and Former Executive Director of Nevada Development Authority & Nevada
                  Commission on Economic Development.
 ·
              R.
                  Keith Schwer, Ph.D., NEDAB Research and Development Advisor, Director
                  of
                  the Center for Business and Economic Research at The University
                  of Nevada,
                  Las Vegas (UNLV), and Professor of Economics at
                  UNLV.
 ·
              D.
                  Neal Tomlinson, Esq., NEDAB General Counsel, and attorney at Bullivant
                  Houser Bailey PC.
  10
  Current
        industry screening committee members include:
 
 ·
              Dr.
                  Emil Frei III, NEDAB Life Sciences Screening Committee Chair, cancer
                  research pioneer, and former Director and Physician-in-Chief of
                  Dana-Farber Cancer Institute.
 ·
              James
                  R. Eells, M.D., NEDAB Life Sciences Screening Committee Associate
                  Chair,
                  Las Vegas internist, and former Chief of Medicine of The United
                  States Air
                  Force.
 
 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 Nine Months Ended June 30, 2007 Compared to the Nine
        Months Ended June 30, 2006.**
 
 Our
        revenue was $980,845 for the nine months ended June 30, 2007, as compared
        to
        $985,574 for the nine months ended June 30, 2006. During the nine months
        ended
        June 30, 2007 and 2006, we generated most of our revenue from 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 move through
        the
        process of becoming fully reporting, publicly traded companies. Historically,
        our clients have faced obstacles in undertaking this process which includes
        preparing financial and other information and reorganizing their operations.
        As
        a result of these obstacles, we did not generate any revenue from management
        consulting services during the quarterly period ended June 30, 2007, but
        we
        maintained our revenue level for the nine months ended June 30, 2007 due
        to
        revenue growth during the first two quarters of the current fiscal year.
        We do
        not believe that the revenue generated during the quarterly period ended
        June
        30, 2007 is indicative of our future operating results.
 
 General
        and administrative expense increased $445,251, or 37%, to $1,645,625 for
        the
        nine months ended June 30, 2007, as compared to general and administrative
        expense of $1,200,374 for the nine months ended June 30, 2006. The increase
        in
        general and administrative expense was primarily due to increases in executive
        compensation consisting of stock compensation valued at $192,500 which was
        paid
        to Stephen Brock, our President and CEO, and a client stock incentive valued
        at
        $53,941 and accrued to another executive officer. We also had increased costs
        related to our national and Nevada-based business development and marketing
        initiatives and educational white papers.
 
 Bad
        debt
        expense was $13,058 for the nine months ended June 30, 2007, as compared
        to bad
        debt expense of $66,010 for the nine months ended June 30, 2006.
  11
 
 Depreciation
        and amortization expense decreased $11,473, or 31%, to $25,455 for the nine
        months ended June 30, 2007, as compared to depreciation and amortization
        expense
        of $36,928 for the nine months ended June 30, 2006. The decrease in depreciation
        and amortization was primarily a result of having certain capitalized website
        costs becoming fully depreciated.
  Total
        operating expenses increased $380,826, or 29%, to $1,684,138 for the nine
        months
        ended June 30, 2007, as compared to total operating expenses of $1,303,312
        for
        the nine months ended June 30, 2006. The increase in total operating expenses
        was primarily due to the increase in general and administrative expense
        discussed above.
 
 Interest
        expense increased $14,694, or 43%, to $48,833 for the nine months ended June
        30,
        2007, as compared to interest expense of $34,139 for the nine months ended
        June
        30, 2006. We had a larger amount of liabilities on which we incurred interest
        during the nine months ended June 30, 2007, which caused the increase in
        interest expense.
 
 Interest
        income was $980 for the nine months ended June 30, 2007, as compared to interest
        income of $21 for the nine months ended June 30, 2006. The increase in interest
        income was due to an increase in our cash balances.
 
 We
        had
        realized loss on sale of securities of $27,023 for the nine months ended
        June
        30, 2007, as compared to realized gain on sale of securities of $17,705 for
        the
        nine months ended June 30, 2006. The change from realized gain to realized
        loss
        on sale of securities was due to transactions at a lower market value than
        book
        value of securities sold.
 
 Unrealized
        loss on marketable securities decreased $38,967, or 12%, to $298,408 for
        the
        nine months ended June 30, 2007, as compared to unrealized loss on marketable
        securities of $337,375 for nine months ended June 30, 2006. The decrease
        in
        unrealized loss 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 nine months ended June
        30,
        2007, due to a write off. This write-off occurred because no payments of
        the
        interest receivable had been made in the twelve month period prior to the
        write-off. We did not have any impairment of interest receivable for the
        nine
        months ended June 30, 2006.
 
 Net
        loss
        increased $411,479, or 61%, to $1,083,005 (and net loss per share of $0.04)
        for
        the nine months ended June 30, 2007, as compared to a net loss of $671,526
        (and
        net loss per share of $0.03) for the nine months ended June 30, 2006. The
        increase in net loss was primarily attributable to the increase in general
        and
        administrative expense discussed above.
 
 We
        had an
        accumulated deficit of $2,534,118 and total stockholders’ equity of $301,973 as
        of June 30, 2007.
 
 **Liquidity
        and Capital Resources**
 
 We
        had
        total current assets of $1,687,044 as of June 30, 2007, which consisted of
        cash
        of $15,062, net accounts receivable of $32,744 and marketable securities
        of
        $1,639,238.
 
 We
        had
        total current liabilities of $6,679,443 as of June 30, 2007, which consisted
        of
        deferred revenues of $4,988,155, advances from related party of $868,735
        that we
        received from Stephen Brock, our President and CEO, accounts payable and
        accrued
        expenses to related parties of $461,107, accounts payable and accrued expenses
        of $297,044, bank line of credit of $36,803 and current portion of installment
        notes payable of $27,599. Accounts payable and accrued expenses to related
        parties includes accrued cash compensation of $315,000 to Mr. Brock and cash
        and
        stock compensation of $71,007 and $75,100 to other executive
        officers.
  12
 
 We
        had
        negative working capital of $4,992,399 as of June 30, 2007. The ratio of
        current
        assets to current liabilities was 25% as of June 30, 2007.
 
 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 $5,201,108
        as of
        June 30, 2007, would become marketable securities, which was $1,639,238 as
        of
        June 30, 2007, and deferred revenues, which was $4,988,155 as of June 30,
        2007,
        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 $170,009
        and accounts payable and accrued expenses to related parties increased $240,195
        during the nine months ended June 30, 2007, which had an adverse effect on
        our
        working capital. Accounts payable and accrued expenses to related parties
        included cash compensation payable to Stephen Brock, our President and CEO,
        and
        cash and stock compensation payable to 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 nine months ended June 30, 2007, we had a net increase in cash of $4,018;
        consisting of $626,719 provided by financing activities which was partially
        offset by $617,507 used in operating activities and $5,194 used in investing
        activities.
 
 Net
        cash
        used in operating activities was $617,507 for the nine months ended June
        30,
        2007, consisting of net loss of $1,083,005, an increase in marketable and
        non-marketable securities of $1,941,866 and an increase in accounts and stock
        receivable of $61,036 which were offset by adjustments for share based
        compensation of $433,775, depreciation and amortization of $25,455, bad debt
        expense of $13,058 and impairment of interest receivable of $6,428, an increase
        in deferred revenue of $1,579,480, an increase in accounts payable and accrued
        expenses to related parties of $240,195 and an increase in accounts payable
        and
        accrued expenses of $170,009.
 
 Net
        cash
        used in investing activities was $5,194 for the nine months ended June 30,
        2007,
        which related to the purchase of fixed assets.
 
 Net
        cash
        provided by financing activities was $626,720 for June 30, 2007, consisting
        of
        net loan proceeds from a related party of $648,312 which was partially offset
        by
        payments on installment notes payable of $20,732 and net payments on bank
        line
        of credit of $860. Loan proceeds from a related party represents $678,010
        we
        received from Stephen Brock, our President and CEO less payments of $29,698.
 
 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; 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.
  13
 
 During
        the nine months ended June 30, 2007, Stephen Brock provided us with $678,010
        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.
 
 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
        June
        30, 2007, we had nine
        (9) performing management consulting services contracts with an aggregate value
        of
        $5,052,500 of which $ 3,624,200 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 ;
        however, if the facts and circumstances do not justify carrying the securities
        at such value, then we carry them at historical pricing. 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.
  14
 
 *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 June 30, 2007, we had non-marketable securities valued
        at $ 5,201,108 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 $4.00. As
        our
        clients become fully reporting, publicly traded companies, non-marketable
        securities become marketable securities (discussed above). 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 classified as trading securities. We reassess
        the
        value of our clients’ common stock for purposes of recording impairment, if any,
        to non-marketable securities.
  **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 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 positive 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.
 
 Historically,
        we had material weaknesses in our internal control over financial reporting
        related to recording stock-based compensation, revenue recognition, and
        valuation on non-marketable securities which no longer persist. We have created
        memoranda to document our policies regarding these matters and devoted more
        time
        to quarter-end closing procedures and accounting positions. The additional
        time
        has allowed us to engage in more qualitative conference calls to discuss
        stock-based compensation to consultants and others, items of revenue recognition
        and client status and to study all stock-based compensation using spread
        sheets,
        projections and reports from our transfer agent. During this time, our Chief
        Executive Officer and our Chief Financial Officer also review and discuss
        our
        financial information with our other executive officers, audit coordinator
        and
        bookkeeper, and we devote more time to developing and reviewing the section
        of
        our reports entitled “Management’s Discussion and Analysis.”
  15
 
 **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 June 30, 2007.
  **Name**
              
              **Shares
                  of**
                **Common**
                **Stock****(1)**
              
              **Consideration**
              
              **Value**
              
              **Date****(2)**Scott
                  Allen
              
              
              2,100
              
              
              Consulting
                  services rendered
              
              $
              336
              
              
              03/30/2007Robert
                  Beers
              
              
              7,500
              
              
              NEDAB
                  services rendered
              
              $
              800
              
              
              (3)Stephen
                  Brock
              
              
              1,750,000
              
              
              President
                  and CEO services rendered
              
              $
              192,500
              
              
              06/01/2007Dan
                  Burdish
              
              
              7,500
              
              
              NEDAB
                  services rendered
              
              $
              800
              
              
              (3)Tim
                  Carlson
              
              
              7,500
              
              
              NEDAB
                  services rendered
              
              $
              800
              
              
              (3)Paul
                  Henderson
              
              
              7,500
              
              
              NEDAB
                  services rendered
              
              $
              800
              
              
              (3)C.
                  Dennis Hensling
              
              
              30,000
              
              
              Former
                  Senior VP services rendered
              
              $
              3,600
              
              
              (4)Somer
                  Hollingsworth
              
              
              105,000
              
              
              Mutual
                  settlement and release
              
              $
              7,350
              
              
              06/21/2007Vic
                  Ruybalid
              
              
              7,500
              
              
              Consulting
                  services rendered
              
              $
              800
              
              
              (3)William
                  Smith
              
              
              75,000
              
              
              Consulting
                  services rendered
              
              $
              11,250
              
              
              06/07/2007
 
 (1)
              As
                  of June 30, 2007, an aggregate of 39,600 of the shares listed had
                  not been
                  issued and an aggregate expense of $4,336 had been
                  accrued.
 (2)
              Represents
                  the date used to value the common
                  stock.
 (3)
              On
                  April 30, 2007, May 31, 2007 and June 30, 2007, 2,500 shares were
                  earned
                  and valued as of each of such
                  dates.
 (4)
              On
                  April 30, 2007 and May 31, 2007, 15,0000 shares 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.
 
 **Item
        6. Exhibits.**
 
 **Exhibit
                  No.**
              
              **Description**10.1(1)
              
              Consulting
                  Agreement with Kipley J. Lytel, CFA, dated April 12, 2007, effective
                  January 2, 200710.2(1)
              
              Consulting
                  Agreement with Trae O'Neil High, dated April 12, 2007, effective
                  January
                  2, 200710.3(1)
              
              Addendum
                  to Consulting Agreement with Trae O'Neil High, dated May 3,
                  200710.4(2)
              
              Employment
                  Agreement with Joshua A. Gottesman, CPA, dated November 1,
                  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.
 (1)
              Filed
                  as Exhibit 10.1, 10.2 and 10.3, respectively, to the registrant’s Form 8-K
                  filed with the Commission on June 7, 20067, and incorporated herein
                  by
                  reference.
 (2)
              Filed
                  as Exhibit 10.1 to the registrant’s Form 8-K filed with the Commission on
                  November 1, 2006, and incorporated herein by
                  reference.
  16
  **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:
                  July 27, 2007
              By:
              /s/
                Stephen BrockName:
              Stephen
                BrockTitle:
              Chief
                Executive OfficerDate:
                July 27, 2007
              By:
              /s/
                  Trae O'Neil HighName:
              Trae
                O'Neil HighTitle:
              Chief
                Financial Officer
  17