UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





(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, 2009





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





For the
transition period from _______ to ______





Commission
File Number 000-50098





PUBLIC
COMPANY MANAGEMENT CORPORATION


(Exact
name of registrant as specified in its charter)





Nevada
                (State
      or other jurisdiction of incorporation or organization)
              88-0493734
                (I.R.S.
      Employer Identification No.)





5770
El Camino Road, Las Vegas, NV 89118


(Address
of principal executive offices)  (Zip Code)




(702)
222-9076


(Registrant's
telephone number, including area code)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 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 large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of  “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





Large
      accelerated filer  ̈
              
              Accelerated
      filer  ̈Non-accelerated
      filer  ̈ (Do
      not check if a smaller reporting company)
              
              Smaller
      reporting company x





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 May
4, 2009, there were 29,276,816 outstanding shares of the registrant's common
stock, $.001 par value per share.








TABLE
OF CONTENTS





Page No.PART
      I – FINANCIAL INFORMATIONItem
      1.  Financial Statements.
                1Item
      2.  Management's Discussion and Analysis.
                5Item
      3. Quantitative and Qualitative Disclosures About Market
    Risk
                13Item
      4T.  Controls and Procedures.
                13PART
      II – OTHER INFORMATIONItem
      5.  Other Information.
                13Item
      6.  Exhibits.
                13








PART
I – FINANCIAL INFORMATION





Item
1.  Financial Statements.





PUBLIC
COMPANY MANAGEMENT CORPORATION


CONSOLIDATED
BALANCE SHEETS


(Unaudited)





March 31,
                
                
                September 30,2009
                
                
                2008ASSETSCURRENT
      ASSETSCash
                
                $
                8,661
                
                
                $
                20,284Accounts
      receivable, net
                
                
                -
                
                
                
                17,955Marketable
      securities
                
                
                385,717
                
                
                
                726,448Subscription
      receivable
                
                
                -
                
                
                
                115,000Other
      assets
                
                
                9,100
                
                
                
                14,000Total
      current assets
                
                
                403,478
                
                
                
                893,687Non-current
      marketable securities
                
                
                287,559
                
                
                
                520,024Furniture
      and equipment, net
                
                
                17,977
                
                
                
                26,552TOTAL
      ASSETS
                
                $
                709,014
                
                
                $
                1,440,263LIABILITIES
      AND STOCKHOLDERS’ DEFICITCURRENT
      LIABILITIESAccounts
      payable and accrued expenses
                
                $
                266,197
                
                
                $
                298,974Accounts
      payable and accrued expenses to related parties
                
                
                790,914
                
                
                
                740,843Current
      portion of installment notes payable
                
                
                2,784
                
                
                
                9,104Bank
      line of credit
                
                
                40,980
                
                
                
                39,793Advances
      from related party
                
                
                25,012
                
                
                
                33,129Deferred
      revenues
                
                
                509,050
                
                
                
                825,550TOTAL
      LIABILITIES
                
                
                1,634,937
                
                
                
                1,947,393Commitments
      and Contingencies
                
                
                -
                
                
                
                -SHAREHOLDERS’
      DEFICITCommon
      stock, $.001 par value; 50,000,000 shares authorized 29,276,816 and
      29,276,816 shares issued and outstanding, respectively
                
                
                29,277
                
                
                
                29,277Paid-in-capital
                
                
                4,371,810
                
                
                
                4,371,810Subscription
      receivable
                
                
                (20,000
                )
                
                
                (135,000
                )Accumulated
      deficit
                
                
                (5,307,010
                )
                
                
                (4,773,217
                )TOTAL
      STOCKHOLDERS’ DEFICIT
                
                
                (925,923
                )
                
                
                (507,130
                )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                
                $
                709,014
                
                
                $
                1,440,263





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
                
                
                Six Months EndedMarch 31,
                
                
                March 31,2009
                
                
                2008
                
                
                2009
                
                
                2008Revenue
                
                $
                3,701
                
                
                $
                122,231
                
                
                $
                67,536
                
                
                $
                610,822General
      and administrative
                
                
                102,837
                
                
                
                351,556
                
                
                
                339,204
                
                
                
                641,074Bad
      debt expense
                
                
                786
                
                
                
                134,323
                
                
                
                20,019
                
                
                
                139,710Depreciation
      and amortization
                
                
                4,253
                
                
                
                4,369
                
                
                
                8,575
                
                
                
                9,077Total
      operating expenses
                
                
                107,876
                
                
                
                490,248
                
                
                
                367,798
                
                
                
                789,861Net
      loss from operations
                
                
                (104,175
                )
                
                
                (368,017
                )
                
                
                (300,262
                )
                
                
                (179,041
                )Other
      income (expense)Impairment
      of non-marketable securities
                
                
                -
                
                
                
                (146,958
                )
                
                
                -
                
                
                
                (443,000
                )Interest
      expense
                
                
                (1,106
                )
                
                
                (4,475
                )
                
                
                (2,473
                )
                
                
                (7,688
                )Interest
      income
                
                
                -
                
                
                
                537
                
                
                
                -
                
                
                
                2,224Realized
      gain on sale of securities
                
                
                8,047
                
                
                
                23,181
                
                
                
                5,793
                
                
                
                6,105Unrealized
      gain (loss) on marketable securities
                
                
                (264,831
                )
                
                
                (135,427
                )
                
                
                (236,851
                )
                
                
                73,093Total
      other expenses
                
                
                (257,890
                )
                
                
                (263,142
                )
                
                
                (233,531
                )
                
                
                (369,266
                )NET
      LOSS
                
                $
                (362,065
                )
                
                $
                (631,159
                )
                
                $
                (533,793
                )
                
                $
                (548,305
                )Weighted
      average shares outstanding
                
                
                29,276,816
                
                
                
                28,435,156
                
                
                
                29,276,816
                
                
                
                28,384,367Basic
      and diluted net loss per share
                
                $
                (0.01
                )
                
                $
                (0.02
                )
                
                $
                (0.02
                )
                
                $
                (0.02
                )





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


2





PUBLIC
COMPANY MANAGEMENT CORPORATION


CONSOLIDATED
STATEMENTS OF CASH FLOWS


For The
Six Months Ended March 31, 2009 and 2008


(Unaudited)





2009
                
                
                2008Cash
      Flows From Operating ActivitiesNet
      income (loss)
                
                $
                (533,793
                )
                
                $
                (548,305
                )Adjustments
      to reconcile net income (loss) to net cash used in operating
      activities:Depreciation
      and amortization
                
                
                8,575
                
                
                
                9,077Bad
      debt expense
                
                
                20,019
                
                
                
                139,710Impairment
      of non-marketable securities
                
                
                -
                
                
                
                443,000Stock
      issued for services
                
                
                -
                
                
                
                9,880Changes
      in:Marketable
      and non-marketable securities
                
                
                316,321
                
                
                
                203,684Accounts
      and stock receivable
                
                
                (2,064
                )
                
                
                (133,417
                )Other
      assets
                
                
                4,900
                
                
                
                -Accounts
      payable and accrued expenses
                
                
                (32,777
                )
                
                
                (14,077
                )Accounts
      payable and accrued expenses to related parties
                
                
                50,071
                
                
                
                142,021Deferred
      revenue
                
                
                (59,625
                )
                
                
                (377,917
                )Net
      Cash Used in Operating Activities
                
                
                (228,373
                )
                
                
                (126,344
                )Cash
      Flows Used in Investing ActivitiesPurchase
      of fixed assets
                
                
                -
                
                
                
                (754
                )Cash
      Flows From Financing ActivitiesCollection
      of subscription receivable
                
                
                230,000
                
                
                
                -Net
      proceeds from bank line of credit
                
                
                1,187
                
                
                
                1,072Payments
      on installment notes payable
                
                
                (6,320
                )
                
                
                (14,534
                )Repayment
      of advances from related party
                
                
                (209,460
                )
                
                
                -Advances
      from related party
                
                
                201,343
                
                
                
                144,493Net
      Cash Provided by Financing Activities
                
                
                216,750
                
                
                
                131,032Net
      decrease in cash
                
                
                (11,623
                )
                
                
                3,934Cash
      at beginning of period
                
                
                20,284
                
                
                
                18,166Cash
      at end of period
                
                $
                8,661
                
                
                $
                22,100Cash
      paid during the period for:Interest
                
                $
                1,367
                
                
                $
                7,688Income
      taxes
                
                
                -
                
                
                
                -Non-cash
      investing and financing activities:Change
      in market value of securities held as deferred revenue
                
                $
                256,875
                
                
                $
                -





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, as amended.  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 2008 as reported in the Form 10-KSB, as amended, have been
omitted.




NOTE
2 - GOING CONCERN
 
 During
the six months ended March 31, 2009,PCMC has been
unable to generate cash flows sufficient to support its operations and has been
dependent on advances from its President and CEO. In addition to negative cash
flow from operations, PCMC has experienced recurring net losses, and has a
negative working capital and stockholders' deficit.
 
 These
factors raise substantial doubt about PCMC's ability to continue as a going
concern. The consolidated financial statements do not include any adjustments
that might be necessary if PCMC is unable to continue as a going
concern.
 
 NOTE 3
- COMMON STOCK





At March
31, 2009, 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 4
– RELATED PARTY





During
the six months ended March 31, 2009, PCMC received $201,343 in advances from its
President and CEO and repaid $209,460.




NOTE 5 -
FAIR VALUE MEASUREMENTS
 
 PCMC's
current and non-current marketable securities are measured at fair value using
level 1 inputs as defined by FAS 157; that is, using quoted prices in active
markets for identical assets or liabilities. The fair value of these securities
based on level 1 inputs was $673,276as
of
 March 31,
2009.


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,
as amended, and other documents filed with the United States Securities and
Exchange Commission (the “SEC” or the “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 fully reporting, small business issuer 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





Historically,
we have derived revenue from the following activities:


5





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 over the internet at retail
prices ranging from $9.95 to $194.95 per paper.  We also conduct open
lines communication and consultations with potential clients regarding their
prospects of becoming public companies.  Although this source of
revenue accounted for less than one percent of our total revenue during fiscal
2008, these sales, open lines and consultations attract clients seeking to
become fully reporting, publicly traded companies with which we may enter into
engagements to provide our management consulting and regulatory compliance
services.





Management Consulting
Services.  We offer management consulting services under the
PCMC RoadmapTM and the Always-On ManagementTM program to small business 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 receive 1.25 million shares of common stock of the
client plus $85,000 for management consulting services and, as discussed below,
$48,000 for compliance services.





We
generally recognize revenue related to our management consulting engagements 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 state
      registered public offering, a private placement memorandum or registration
      statement for filing with the SEC
(20%);


(iii)
            effectiveness
      of clients’ registration statement with the SEC (25%);
  and


(iv)
            clients’
      qualification for quotation on the OTCBB or listing on a securities market
      or exchange (35%).





Some of
our clients have 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
engagements.  We estimated that the value of the services we provide
for this purpose is approximately 10% of the total
engagement.  Accordingly, we 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
offer a broad range of value-added management consulting services 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 also receive payment in the form of additional
client stock for time delays caused by the client or additional management
consulting services outside of the scope of the engagement 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 offer
these services for $48,000 for the first twelve months after a client becomes a
public company.





During
the period covered by this report, we did not generate revenue from management
consulting or regulatory compliance services due to the US Recession (discussed
below under the heading “Known, Trends Events and Uncertainties”, “US
Recession”).


6





Known
Trends, Events and Uncertainties





US
Recession





In
December 2008, a panel of economists of the National Bureau of Economic Research
which is responsible for determining the dates of business cycles confirmed that
a US recession began in December 2007: the economy began shrinking in a downturn
that was exacerbated by the financial crisis that took hold of the capital
markets beginning in September 2008.  The US Department of Commerce,
Bureau of Economic Analysis reported that advance estimates show that the US
economy contracted at a 6.1% rate in the first quarter of
2009.  Economic activity is likely to remain weak for a time: possibly
well into 2009 with a moderate recovery in 2010, according to statements and
forecasts from the US Federal Reserve.  As a result of the Great
Recession, the demand for our management consulting or regulatory compliance
services significantly decreased.  We did not generate any revenue
from these services during the period covered by this report, which is having a
materially adverse effect on our financial condition, results of operations and
cash flows. As the US economy recovers, we expect the demand for our services to
increase.




While our
financial performance during the period covered by this report was adversely
affected by the economy-driven drop in demand and freezing credit markets, we
launched operational and financial measures that we hope will improve our
financial condition, results of operations and cash flows. For example, Stephen
Brock, our sole executive officer, reduced his compensation from $180,000 to $1
per year, which saved us approximately $90,000 during the six months ended March
31, 2009. We converted needed chief legal officer and chief financial officer
services from an annual salary to an engagement-by-engagement basis. We are also
exploring options such as issuances of debt or equity securities to fund new
marketing efforts and to strengthen our liquidity.





Our
clients conduct one or more self-underwritten private offerings, a state
registered offering or a direct public offering to fund their operations and
develop a suitable market base so that they may obtain a trading
symbol.  After they become fully reporting, publicly traded companies,
they generally require additional capital to further fund and expand their
operations.  During at least the last fifteen months, several of our
clients have experienced difficulty completing their offerings as private
companies or obtaining additional capital as publicly traded
companies.  We believe that the Great Recession is a significant
factor in their inability to complete offerings.  Until our private
company clients successfully complete their offerings, they cannot move forward
in the process of becoming fully reporting, publicly traded companies which is
having a material adverse effect on our financial condition, results of
operations and cash flows.  If our public company clients cannot
obtain additional capital, then they may terminate their status as public
companies or take other steps to become private companies, which would inhibit
our ability to sell shares that we hold in those clients and have a material
adverse effect on our financial condition, results of operations and cash
flows.





Client Progress Reports or
Requests for Payment





We have
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.  We have determined that it takes
approximately 1,600 hours to complete a management consulting services
engagement.  We provide performing clients with progress reports that
show their current status in the process of becoming fully reporting, publicly
traded companies and the value of our services as of the date of the
report.





We
reviewed our engagements with slow performing and inactive
clients.  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. 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 the client
engagements.  During fiscal 2008, we 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 used the
documentation to provide our slow-performing and inactive clients with requests
for payment for our services on an hourly basis.





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.


2009
Milestones
 
 During
the period covered by this report, we accomplished the following corporate
milestones:
 
 ●
 ● We added a
seasoned securities attorney with sixteen years of experience as Director of
Securities Registration and Licensing in the Nevada Secretary of State’s
Securities Division to serve as our State Securities Consultant. This consultant
will work with clients that are filing for Nevada state registered offerings
which allow small companies to raise up to $1 million by offering securities to
residents of, and qualified guests in the State of Nevada.
  ●


7





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 other than the US Recession (discussed
above) which they face relate to their ability to provide suitable financial
statement information and non-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.





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 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 entering an engagement.  Initially, an audit coordinator
will interview a client’s personnel and review their 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 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 additional management consulting services opportunities for
us.





We aim to
implement a web-based system for project planning.  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.


8





Results
of Operations for the Six Months Ended March 31, 2009 Compared to the Six Months
Ended March 31, 2008





Our
revenue was $67,536 for the six months ended March 31, 2009, as compared to
$610,822 for the six months ended March 31, 2008.  During fiscal 2008,
we generated sixty-two percent (62%) and thirty-eight percent (38%) of our
revenue from management consulting services and regulatory compliance services,
respectively.  The US Recession (discussed above under the heading
“Known, Trends Events and Uncertainties”, “The US Recession”) significantly
decreased the demand for all of these services.  The decrease in
revenue was due to the decrease in demand for our services.





General
and administrative expense decreased $301,870 or 47%, to $339,204 for the six
months ended March 31, 2009, as compared to general and administrative expense
of $641,074 for the six months ended March 31, 2008.  Stephen Brock,
our sole executive officer, reduced his compensation to $1 per
year.  The decrease in general and administrative expense was
primarily due to a decrease in executive compensation.





Bad debt
expense was $20,019 for the six months ended March 31, 2009, as compared to bad
debt expense of $139,710 for the six months ended March 31, 2008.  Bad
debt expense for the six months ended March 31, 2009 was due to outstanding
invoices over ninety days old, whereas bad debt expense for the six months ended
March 31, 2009 was primarily due to amounts written off for nonpayment related
to the compliance services portion of two large client contracts.





Depreciation
and amortization expense was $8,575 for the six months ended March 31, 2009, as
compared to depreciation and amortization expense of $9,077 for the six months
ended March 31, 2008.





Total
operating expenses decreased $422,063, or 53%, to $367,798 for the six months
ended March 31, 2009, as compared to total operating expenses of $789,861 for
the six months ended March 31, 2008.  The decrease in total operating
expenses was primarily due to the decrease in general and administrative expense
discussed above.





We had
net loss from operations of $300,262 for the six months ended March 31, 2009, as
compared to net loss from operations of $179,041 for the six months ended March
31, 2008.  The increase in net loss from operations was due to the
decrease in revenue, discussed above.





We did
not have impairment of non-marketable securities for the six months ended March
31, 2009. We had impairment of non-marketable securities of $443,000 for the six
months ended March 31, 2008. 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 upon sell of our
shares.  Although we did not have impairment of non-marketable
securities for the six months ended March 31, 2009, a significant portion of our
assets consists of stock issued by small, unproven issuers which could be
subject to future impairment.





Interest
expense was $2,473 for the six months ended March 31, 2009, as compared to
interest expense of $7,688 for the six months ended March 31,
2008.  The decrease in interest expense was due to a decrease in the
amount of our debt.





We did
not have interest income for the six months ended March 31, 2009.  We
had interest income of $2,224 for the six months ended March 31, 2008. The
decrease in interest income was due to a decrease in our cash
balances.


9





We had
realized gain on sale of marketable securities of $5,793 for the six months
ended March 31, 2009, as compared to realized gain on sale of marketable
securities of $6,105 for the six months ended March 31, 2008. We have realized
gain on sale of securities when the amount we receive from the sale is more than
the book value of the securities sold.  The decrease in realized gain
on the sale of securities was due to a decrease in the differences between the
amount we received from the sale and the book value of the securities
sold.





We had
unrealized loss on marketable securities of $236,851 for the six months ended
March 31, 2009, as compared to unrealized gain on marketable securities of
$73,093 for six months ended March 31, 2008. We have unrealized gain/(loss) on
marketable securities when the market value on the balance sheet date is greater
than/(less than) the book value of the securities that we hold as of such date.
The change from unrealized gain to unrealized loss on marketable securities was
due to decreases in the market value of marketable securities that we held as of
the balance sheet date.





We had
net loss of $533,793 (and net loss per share of $0.02) for the six months ended
March 31, 2009, as compared to net loss of $548,305 (and net loss per share of
$0.02) for the six months ended March 31, 2008. The decrease in net loss was
primarily due to the decrease in general and administrative expense which was
offset by the decrease in revenue as discussed above.





We had an
accumulated deficit of $5,307,010 as of March 31, 2009.





Liquidity
and Capital Resources





We had
total current assets of $403,478 as of March 31, 2009, which consisted of cash
of $8,661, marketable securities of $385,717 and other assets of
$9,100.





We had
total current liabilities of $1,634,937 as of March 31, 2009, which consisted of
accounts payable and accrued expenses to related parties of $790,914, deferred
revenues of $509,050, accounts payable and accrued expenses of $266,197, bank
line of credit of $40,980, advances from related party of $25,012 that we
received from Stephen Brock, our sole executive officer and director and
majority shareholder and current portion of installment notes payable of
$2,784.  Accounts payable and accrued expenses to related parties
includes accrued cash compensation of $540,000 to Mr. Brock and cash and stock
compensation of $169,199 and $81,715, respectively, to former executive
officers.





We had
negative working capital of $1,231,459 as of March 31, 2009.  The
ratio of current assets to current liabilities was 25% as of March 31,
2009.





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.





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 $509,050 as of March 31, 2009.  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 $287,559 as
of March 31, 2009, 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.


10





During
the six months ended March 31, 2009, we had a net decrease in cash of $11,623;
consisting of net cash used in operating activities of $228,373 which was offset
by net cash provided by financing activities of $216,750.





Net cash
used in operating activities was $228,373 for the six months ended March 31,
2009, consisting of net loss of $533,793, decreases in deferred revenue of
$59,625 and accounts payable and accrued expenses of $32,777 and an increase in
accounts and stock receivable of $2,064 which were offset by adjustments for
depreciation and amortization of $8,575 and bad debt expense of $20,019,
decreases in marketable and non-marketable securities of $316,321 and other
assets of $4,900 and an increase in accounts payable and accrued expenses to
related parties of $50,071.





We did
not have net cash from investing activities for the six months ended March 31,
2009.





Net cash
provided by financing activities was $216,750 for the six months ended March 31,
2009, consisting of collection of subscription receivable of $230,000,
advances from related party of $201,343 and net proceeds from bank line of
credit of $1,187 which were offset by repayment of advances from related party
of $209,460 and payments on installment notes payable of
$6,320.  Advances, and repayment of advances, from related party
represents amount received from, and paid to, Stephen Brock, our sole executive
officer and director and majority shareholder. As of March 31, 2009, we had
advances from Mr. Brock of $25,012.





We need
an additional $60,000 and $240,000 for the next three months and twelve months,
respectively.  We plan to satisfy our capital requirements from sales
of marketable securities, new clients, client milestone cash payments; however,
the US Recession is limiting our ability to sell securities and sign new clients
and our clients’ ability to achieve milestones.  See the discussion
under the heading “Known, Trends Events and Uncertainties”, “The US
Recession”.  Historically, Stephen Brock has provided personal capital
funding to us to support our operations when other outside funding sources or
sales of marketable securities did not provide sufficient funds; however, Mr.
Brock is unable to continue to support us.  During the period covered
by this report, we had net repayments on advances from Mr. Brock of $8,117
(after taking into account our current period repayments to
him of $209,460).  We will continue our efforts to collect cash
payments owed to us from clients who we believe have breached our agreements;
however there can be no assurance that we will collect from them.  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.  If we are unable to satisfy our capital requirements,
it could cause us to further curtail our business operations or cease to
exist.





Critical
Accounting Policies





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


11





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





Revenue
Recognition.  Revenue is recognized when the earning process is
complete and the risks and rewards of ownership have transferred to the
customer, which is generally considered to have occurred upon performance of the
services provided.  Providing management consulting services may take
several months.  We generally recognize revenue related to our
management consulting engagements at the completion of four milestones in the
public reporting process.  See the discussion above under the heading
“How We generate Revenue”, “Management Consulting
Services”.





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 $509,050, 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.  Historically, we have valued the shares that we
received for future services 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.  In valuing non-marketable securities, we currently consider
whether the clients’ sales of shares at the first milestone is 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 are available, the stock is
recorded at $-0-.  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 record only the cash portion of our
client engagements, which has 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.  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, the value
of securities we hold as non-marketable securities could be significantly
different than their value as marketable securities.




Going concern. During the six months ended
March 31, 2009, we have been
unable to generate cash flows sufficient to support our operations and have been
dependent on advances from Stephen Brock, our sole executive officer and
director. In addition to negativecash flow
from operations, we have experienced recurring net losses, and have a negative
working capital and stockholders' deficit. These factors raise substantial doubt
about our ability to continue as a going concern. The consolidated financial
statements do not include any adjustments that might be necessary if we are
unable to continue as a going concern.


12





Item
3. Quantitative and Qualitative Disclosures About Market Risk





Pursuant
to Item 305(e) of Regulation S-K (§ 229.305(e)), we are not required to provide
the information required by this Item as it is a “smaller reporting company,” as
defined by Rule 229.10(f)(1).





Item
4T.  Controls and Procedures.





Evaluation of Disclosure
Controls and Procedures





Our Chief
Executive Officer and 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”), has 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 Treasurer, 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 because of
the identification of a material weakness in our internal control over financial
reporting which we view as an integral part of our disclosure controls and
procedures.  In our Form 10-KSB, as amended, we identified material
weakness related to deficiencies in our control environment, staffing of our
financial accounting department and segregation of duties.





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
5.  Other Information.





Item 5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.





On March
31, 2009, Trae O'Neil High tendered his resignation as our Chief Legal Officer
and our Chief Financial Officer, which resignations were accepted by our sole
director.  Accordingly, Mr. High will no longer provide certifications
or perform other functions as our principal financial officer and principal
accounting officer.  Stephen Brock, our President and CEO will also
provide certifications and perform other functions as our principal financial
officer and principal accounting officer.





Item
6.  Exhibits.





Exhibit No.
              
              Description31*
              
              Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  200232*
              
              Certification
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002





*      Filed
herein.


13





SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.





PUBLIC
      COMPANY MANAGEMENT CORPORATIONDate:
      May 12, 2009
                  By:
                  /s/
      Stephen BrockName:
      Stephen BrockTitle:
      Chief Executive Officer andPrincipal Financial
Officer


14