**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-QSB/A**


**(Amendment
      No. 1)**


(Mark
      One)





[ **X** ]  Quarterly
      report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934


For
      the
      quarterly period ended June 30, 2006





[
        ]  Transition
      report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934


For
      the
      transition period from _______ to ______


Commission
      File Number 000-50098





**PUBLIC
                COMPANY MANAGEMENT CORPORATION**
              (Exact
                name of small business issuer as specified in its
                charter)**NEVADA**
              (State
                or other jurisdiction of incorporation or organization)
            **88-0493734**
              (IRS
                Employer Identification No.)**5770
                El Camino Road, Las Vegas, NV 89118**
              (Address
                of principal executive offices)**(702)
                222-9076**
              (Issuer's
                telephone number)








Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days Yes
      [ **X** ]
      No [
 ]





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





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











**EXPLANATORY
      NOTE**





Public
      Company Management Corporation ("PCMC" or the "Company") is amending its
      Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 2006
      (the "Quarterly Report") which was originally filed with the Securities and
      Exchange Commission (the "Commission") on July 25, 2006, to incorporate certain
      revisions that have been made to PCMC’s disclosures and the presentation of
      PCMC’s financial statements, in response to comments PCMC received from the
      Commission.





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





·
            Item
                1. Financial Statements.


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


·
            Item
                3. Controls and Procedures.





Although
      this Form 10-QSB/A contains all of the items required to be included in a
      Quarterly Report on Form 10-QSB, no other information in the original filing
      is
      amended hereby. The foregoing items have not been updated to reflect other
      events occurring after the original filing or to modify or update those
      disclosures affected by subsequent events. In addition, pursuant to the rules
      of
      the SEC, Item 6 of Part II of the original filing has been amended to contain
      currently dated certifications from PCMC’s Chief Executive Officer and Chief
      Financial Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley
      Act
      of 2002. Updated certifications of the Company’s Chief Executive Officer and
      Chief Financial Officer are attached to this Form 10-QSB/A as Exhibits 31.1,
      31.2, 32.1 and 32.2.





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














**PUBLIC
      COMPANY MANAGEMENT CORPORATION**





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


**FOR
      THE QUARTER ENDED JUNE 30, 2006**








**INDEX**







Page**PART
                I. FINANCIAL INFORMATION**Item
                1.  Financial Statements (Unaudited)Consolidated
                Balance Sheets as of June 30, 2006 and September 30, 2005
            1Consolidated
                Statements of Operations for the Three and Nine Months Ended June
                30, 2006
                and 2005
            2Consolidated
                Statements of Cash Flows for the Nine Months Ended June 30, 2006
                and
                2005
            3Notes
                to Consolidated Financial Statements
            4Item
                2.  Management's Discussion and Analysis or Plan of
                Operations
            5Item
                3.  Controls and Procedures
            14**PART
                II. OTHER INFORMATION**Item
                1. Legal Proceedings
            15Item
                2.  Unregistered Sales of Equity Securities and Use of
                Proceeds
            15Item
                6.  Exhibits
            16Signatures
            16












**PART
      I**


**FINANCIAL
      INFORMATION**




**Item1.
       Financial Statements.**


**PUBLIC
                COMPANY MANAGEMENT CORPORATION****CONSOLIDATED
                BALANCE SHEETS****(Unaudited)**




**June
                30,**
            
            **September
                30,****2006**
            
            **2005****ASSETS****CURRENT
                ASSETS**Cash
            
            $
            15,074
            
            $
            40,061Accounts
                receivable, net
            
            
            21,778
            
            
            11,981Notes
                receivable
            
            
            8,625
            
            
            56,500Marketable
                securities
            
            
            303,911
            
            
            719,233Other
                assets
            
            
            6,428
            
            
            6,421Total
                current assets
            
            
            355,816
            
            
            834,196Stock
                receivable, net
            
            
            9,500
            
            
            394,975Non-marketable
                securities
            
            
            4,758,878
            
            
            1,623,552Furniture
                and equipment, net
            
            
            56,902
            
            
            69,797Website,
                net
            
            
            13,154
            
            
            37,187**TOTAL
                ASSETS**
            
            $
            5,194,250
            
            $
            2,959,707**LIABILITIES
                AND STOCKHOLDERS’ EQUITY****CURRENT
                LIABILITIES**Accounts
                payable and accrued expenses
            
            $
            330,360
            
            $
            213,198Accounts
                payable - Related party
            
            
            30,871
            
            
            -Current
                portion of installment notes payable
            
            
            18,515
            
            
            16,015Bank
                lines of credit
            
            
            72,601
            
            
            80,476Notes
                payable
            
            
            88,410
            
            
            84,200Deferred
                revenues
            
            
            3,898,112
            
            
            1,480,200Total
                current liabilities
            
            
            4,438,869
            
            
            1,874,089Long-term
                portions of installment note payable
            
            
            15,083
            
            
            32,029**TOTAL
                LIABILITIES**
            
            
            4,453,952
            
            
            1,906,118**SHAREHOLDERS’
                EQUITY**Common
                stock, $.001 par value; 50,000,000 shares authorized,23,541,912
                and 22,553,171 shares issued and outstanding, respectively
            
            
            23,542
            
            
            22,553Paid-in-capital
            
            
            2,311,249
            
            
            1,954,003Accumulated
                deficit
            
            
            (1,594,493
            )
            
            (922,967
            )TOTAL
                STOCKHOLDERS’ EQUITY
            
            
            740,298
            
            
            1,053,589**TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY**
            
            $
            5,194,250
            
            $
            2,959,707






The
        accompanying notes are an integral part of these statements.


1


**PUBLIC
                COMPANY MANAGEMENT CORPORATION****CONSOLIDATED
                STATEMENTS OF OPERATIONS****(Unaudited)**




**Three
                Months Ended**
            
            **Nine
                Months Ended****June
                30,**
            
            **June
                30,****2006**
            
            **2005**
            
            **2006**
            
            **2005**Revenue
            
            $
            193,414
            
            $
            353,063
            
            $
            985,574
            
            $
            1,473,165General
                and administrative
            
            
            332,517
            
            
            1,539,320
            
            
            1,200,374
            
            
            2,709,128Bad
                debt expense (benefit)
            
            
            (4,490
            )
            
            -
            
            
            66,010
            
            
            -Depreciation
                and amortization
            
            
            12,288
            
            
            13,381
            
            
            36,928
            
            
            30,205Total
                operating expenses
            
            
            340,315
            
            
            1,552,701
            
            
            1,303,312
            
            
            2,739,333Net
                loss from operations
            
            
            (146,901
            )
            
            (1,199,638
            )
            
            (317,738
            )
            
            (1,266,168
            )Other
                income and (expense)Interest
                expense
            
            
            (2,338
            )
            
            (2,516
            )
            
            (34,139
            )
            
            (16,207
            )Interest
                income
            
            
            9
            
            
            3,905
            
            
            21
            
            
            21,763Realized
                gain on sale of assets
            
            
            -
            
            
            89,731
            
            
            -
            
            
            198,017Realized
                gain (loss) on sale of securities
            
            
            (6,247
            )
            
            1,824
            
            
            17,705
            
            
            89,977Unrealized
                loss on marketable securities
            
            
            (90,205
            )
            
            (182,661
            )
            
            (337,375
            )
            
            (208,728
            )Total
                other income (expense)
            
            
            (98,781
            )
            
            (89,717
            )
            
            (353,788
            )
            
            84,822Loss
                before income taxes
            
            
            (245,682
            )
            
            (1,289,355
            )
            
            (671,526
            )
            
            (1,181,346
            )Deferred
                income tax (benefit)
            
            
            -
            
            
            (238,104
            )
            
            -
            
            
            (156,358
            )Net
                loss
            
            $
            (245,682
            )
            $
            (1,051,251
            )
            $
            (671,526
            )
            $
            (1,024,988
            )Weighted
                average shares outstanding
            
            
            23,374,039
            
            
            21,263,147
            
            
            22,972,151
            
            
            21,158,098Basic
                and diluted loss per share
            
            
            ($0.01
            )
            
            ($0.05
            )
            
            ($0.03
            )
            
            ($0.05
            )




The
        accompanying notes are an integral part of these statements.


2





**PUBLIC
                COMPANY MANAGEMENT CORPORATION****CONSOLIDATED
                STATEMENTS OF CASH FLOWS****Nine
                Months Ended June 30, 2006 and 2005****(Unaudited)**




**2006**
            
            **2005**(Restated)
            
            (Restated)Cash
                Flows Used in Operating Activities:Net
                loss
            
            $
            (671,526
            )
            $
            (1,024,988
            )Adjustments
                to reconcile net loss to netcash
                used in operating activities:Depreciation
                and amortization
            
            
            36,928
            
            
            30,205Bad
                debt expense
            
            
            66,010
            
            
            -Loss
                (gain) on sale of investments
            
            
            -
            
            
            (198,017
            )Stock
                and assets issued for services
            
            
            358,236
            
            
            1,292,569Marketable
                securities issued for services
            
            
            -
            
            
            12,537Deferred
                income tax
            
            
            -
            
            
            (156,358
            )Changes
                in assets and liabilitiesAccounts
                and stock receivable
            
            
            309,668
            
            
            (405,029
            )Marketable
                and non-marketable securities
            
            
            (2,720,005
            )
            
            (503,329
            )Notes
                receivable
            
            
            47,868
            
            
            -Other
                current assets
            
            
            -
            
            
            (155,888
            )Accounts
                payable and accrued expenses
            
            
            121,372
            
            
            106,738Accounts
                payable - Related party
            
            
            30,871
            
            
            -Deferred
                revenue
            
            
            2,417,912
            
            
            611,392Net
                Cash Used in Operating Activities
            
            
            (2,666
            )
            
            (390,168
            )Cash
                Flows Provided by Investing Activities:Proceeds
                from sale of investment
            
            
            -
            
            
            443,017Purchase
                of furniture and equipment
            
            
            -
            
            
            (13,979
            )Purchase
                of marketable securities
            
            
            -
            
            
            (11,530
            )Purchase
                of investment property
            
            
            -
            
            
            (5,000
            )Net
                Cash Provided by Investing Activities
            
            
            -
            
            
            412,508Cash
                Flows Used in Financing Activities:Net
                payments on bank line of credit
            
            
            (7,875
            )
            
            (888
            )Payments
                on installment notes payable
            
            
            (14,446
            )
            
            (158,832
            )Sale
                of common stock
            
            
            -
            
            
            6,763Net
                Cash Used in Financing Activities
            
            
            (22,321
            )
            
            (152,957
            )Net
                decrease in cash
            
            
            (24,987
            )
            
            (130,617
            )Cash
                at beginning of period
            
            
            40,061
            
            
            153,509Cash
                at end of period
            
            $
            15,074
            
            $
            22,892Cash
                paid during the period for:Interest
            
            $
            34,139
            
            $
            16,207Income
                taxes
            
            $
            -
            
            $
            -


The
        accompanying notes are an integral part of these statements.


3


**PUBLIC
      COMPANY MANAGEMENT CORPORATION**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**








NOTE
      1 -
      BASIS OF PRESENTATION





The
      accompanying unaudited interim financial statements of Public Company Management
      Corporation (“PCMC”) have been prepared in accordance with accounting principles
      generally accepted in the United States of America and the rules of the
      Securities and Exchange Commission, and should be read in conjunction with
      the
      audited financial statements and notes thereto filed with the SEC on Form
      10-KSB/A filed with the SEC on October 31, 2006. In the opinion of management,
      all adjustments 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 2005 as reported
      in the Form 10-KSB/A have been omitted.





*Restatements* .
      PCMC
      restated the Consolidated Statements of Cash Flows for the nine months ended
      June 30, 2006 and the nine months ended June 30, 2005 to classify Proceeds
      from
      Sale of Marketable Securities from Net Cash Provided by Investing Activities
      to
      Net Cash Used in Operating Activities. The effect of the restatement on Net
      Cash
      Provided by Operating Activities and Net Cash Provided by Investing Activities
      is as follows.





Nine
                Months Ended June 30,2006
            
            2005(unaudited)
            
            (unaudited)As
                originally reported:Net
                Cash Used in Operating Activities
            
            
            (71,953
            )
            
            (630,967
            )Net
                Cash Provided by Investing Activities
            
            
            69,287
            
            
            653,307Restated:Net
                Cash Used in Operating Activities
            
            
            (2,666
            )
            
            (390,168
            )Net
                Cash Provided by Investing Activities
            
            
            0
            
            
            412,508








NOTE
      2 -
      COMMON STOCK





During
      the nine months ended June 30, 2006, PCMC issued 908,741 shares for services
      rendered. These shares were valued at their fair market value ranging from
      $0.12
      to $0.90 per share, resulting in total share-based compensation expense of
      $358,236. An additional 80,000 shares were issued to satisfy previous
      obligations of the prior company that PCMC merged into in October 2004. These
      shares were accounted for as an adjustment to the original recapitalization
      accounting with no assigned valuation.





NOTE
      3 -
      EMPLOYMENT AND CONSULTING AGREEMENTS





PCMC
      hired two executive-level employees with written contracts during the previous
      quarter ended March 31, 2006. The agreements provide for a minimum annual salary
      (adjustable upwards in some cases based on the executive’s performance) to be
      paid in cash and registered shares of PCMC’s common stock. At June 30, 2006, the
      minimum total future commitment due was $69,000 cash and 184,800 shares valued
      at $23,100 (or $0.125 per share). The executives are also entitled to receive
      restricted and registered shares of PCMC’s common stock based on certain
      milestones as provided in the agreements.





NOTE
      4 -
      SUBSEQUENT EVENTS





The
      registration statement of one of PCMC’s clients became effective with the SEC on
      July 20, 2006. PCMC will begin providing compliance services to this client
      for
      the next twelve months. PCMC owns 875,000 shares of common stock of this
      client.





4


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





The
      following discussion contains "forward-looking" statements within the meaning
      of
      Section 27A of the Securities Act of 1933, as amended (the “Securities Act”),
      and Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), which can be identified by the use of forward-looking
      terminology such as, "may," "believe," "expect," "intend," "anticipate,"
      "estimate" or "continue" or the negative thereof or other variations thereon
      or
      comparable terminology.  Although we believe that our expectations
      reflected in such forward-looking statements are reasonable, we cannot give
      any
      assurance that such expectations will prove to be correct.  Important
      factors with respect to any such forward-looking statements include, but are
      not
      limited to, our limited history of operations, availability of additional
      capital necessary to execute our plan of operations, the volatility of the
      over-the-counter Bulletin Board (the “OTCBB”) market and the effect of such
      volatility on the value of the marketable securities we receive for our
      services, changes in the state and federal regulation of securities, as well
      as
      the availability of necessary personnel and general economic conditions within
      the United States and other risks including those set forth in our most recently
      filed amended annual report on Form 10-KSB/A under the heading “Risk
      Factors.”





**Overview**





Public
      Company Management Corporation is primarily engaged in education and consulting
      and compliance services to assist small, privately held businesses create
      long-term value for their shareholders and partners by obtaining and maintaining
      access to public capital markets. We provide educational materials that help
      private companies determine whether they should become public and the
      appropriate methods available to them, consulting services and advice as these
      private companies go through the process of becoming fully reporting, publicly
      traded companies, and compliance services aimed at maintaining their public
      status. In addition, we created the PCMC Bulletin Board 30 Index TM, a
      comprehensive tracking index of OTCBB stocks, to increase awareness of the
      OTCBB
      as a public equity market and micro-cap issuers.




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





·
            Have
                a business plan showing a potential for profitable operation and
                above
                normal growth within three to five
                years;


·
            Operate
                in either established markets, high growth potential niche markets
                and/or
                market segments that are differentiated, driven by pricing power
                or mass
                scale standardized product and/or service
                delivery;


·
            Support
                favorable financial expectations regarding return on investment;
                and


·
            Have
                an experienced management team that owns a significant portion of
                current
                equity.





5


**How
      We Generate Revenue**





We
      derive
      revenue from the following activities:





*Educational
      White Papers, Open Lines and Consultations* .
      We have
      a database of over 140 educational white papers that serve growth-stage business
      owners and financial executives. We sell these white papers at retail prices
      ranging from $9.95 to $194.95 per paper. We also conduct open lines
      communications and consultations with potential clients regarding their
      prospects of becoming public companies. We expect that a certain number of
      these
      sales, open lines and consultations will translate into clients seeking to
      become fully reporting, publicly traded companies, and that we can enter into
      contracts with them to provide our management consulting and compliance
      services.





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





(i)
            initial
                due diligence of client’s business and operations and private round of
                initial financing (20%);


(ii)
            clients’
                preparation of a second round of financing in the form of a private
                placement memorandum or registration statement for filing with the
                SEC
                (20%);


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


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





As
      soon
      as practicable after we accept a client, we receive shares of common stock.
      As
      soon as practicable after that the client sells shares to third parties
      unrelated to us; thus, our first milestone is met and we use that price per
      share to value our shares and recognize 20% of that value as revenue along
      with
      20% of the cash portion of the contract.





*Compliance
      Services.* We plan
      to generate more revenue from compliance services under twelve-month contracts
      once our clients are required to file with the SEC periodic and other reports
      under Section 13 or Section 15(d) of the Exchange Act. These services will
      also
      include corporate governance matters under Sarbanes-Oxley. Our billing rate
      for
      these services would ordinarily be $350 per hour; however, we have contracted
      for these services for a flat-fee consisting of cash and restricted shares
      of
      the client’s common stock.





6


**Trends
      Affecting Our Revenue**





We
      have
      reduced the amount of advertising dollars that we spend to promote white papers,
      open lines and consultations to focus more of our attention on existing clients.
      As a result, we did not sign any new clients during the period covered by this
      report. Although we did not sign new clients, we expect existing clients to
      move
      further through the process of becoming fully reporting public companies. We
      believe that focusing on existing rather than new clients will have a positive
      effect on our revenue and results of operations and allow us to improve our
      own
      business model and processes. We plan to increase our activities directed at
      client acquisition soon after our fiscal year ending in September 2006.





We
      have
      experienced delays in recognizing revenue from our contracts for management
      consulting services. Whether or not we meet the milestones for recognizing
      such
      revenue is dependent on the time it takes for our clients to make it through
      the
      process of becoming fully reporting, publicly traded companies. Our clients
      face
      obstacles in undertaking this process. The primary obstacles which they face
      relate to their ability to provide suitable non-financial statement information
      and financial statement information. In addition, some of our clients have
      experienced delays in reorganizing or restructuring their organizations to
      suit
      that of a public company and others have run out of financial resources due
      to
      unexpected events including the delays themselves. For example, at least one
      of
      our clients experienced delays and a run up of costs in reorganizing and
      providing suitable financial statement information for purposes of a private
      placement of their common stock, which the client never commenced, and, as
      a
      result, the client’s financial statements became unusable for their intended
      purpose and the client may not have the financial resources to continue the
      process. We expect that our clients will continue to face obstacles including
      those discussed above and we will continue to experience delays in recognizing
      revenue.





**Third
      Quarter Events**





During
      the period covered by this report, we focused more on servicing our existing
      clients to move them further along our consulting process and prepare them
      for
      their compliance.




During
      the period covered by this report, we
      received 375,000 shares of a client’s common stock for future compliance
      services. We valued the common stock at $1.25 per share or $468,750 based upon
      contemporaneous third-party sales by the client. We recognized one-twelfth
      of
      the value of these shares as revenue during the period covered by this report
      and the remainder was included in deferred revenue. Subsequent to the period
      covered by this report, we and the client terminated the compliance contract
      and
      we returned the shares. This client’s registration statement with the SEC became
      effective after the period covered by this report.





7


We
      revised our management consulting contracts to also including compliance
      services for twelve months after our
      clients are required to file with the SEC periodic and other reports under
      Section 13 or Section 15(d) of the Exchange Act .
      During
      our third quarter, we allocated significant resources to revise and further
      develop our compliance consulting services in anticipation of increased
      obligations on us to provide compliance services to our clients. We also
      allocated significant resources to further develop our new process for Pink
      Sheets companies to migrate to the OTCBB.





On
      April
      1, 2006, we highlighted our business model, operational milestones and company
      objectives and outlook in a presentation that we gave to attendees of the
      Southern California Investment Association National Small Cap Syndicate
      Conference in Irvine, California. On May 2, 2006, we hosted an exhibit booth
      during the 17th Annual Conference of the National Association of Active
      Investment Managers in Phoenix, Arizona. We offered several educational
      resources including white papers on topics such as the advantages of the Form
      SB-2 filing process and asset protection, along with information on our other
      value-added services for both private and public companies.





On
      May 8,
      2006, we and Sputnik, Inc. entered into a termination agreement and general
      release pursuant to which we terminated our contract for services with Sputnik,
      except as specifically set forth in the termination agreement, and we each
      released the other and their affiliates from all claims. The termination
      agreement did not expand any of our rights, duties or obligations; however,
      we
      will not be entering into a contract to provide compliance services to Sputnik,
      pursuant to which we would have received additional restricted shares of
      Sputnik’s common stock and other compensation.





On
      June
      12, 2006, we and Legacy Communications Corporation entered into a termination
      and mutual release agreement pursuant to which we terminated our contract for
      services with Legacy. We returned some shares and retained some shares of common
      stock of Legacy which we held. We also retained all cash payment which Legacy
      had previously made to us under the contract. We and Legacy each released the
      other and their affiliates from all claims. We have no further obligations
      to
      Legacy and they have no further obligations to us. We treated the contract
      with
      Legacy as fully performed with respect to the shares that we
      retained.





In
      June
      2006, we contacted Escape International, Inc. regarding a lawsuit between us.
      As
      a result of our communications with Escape, we settled the matters between
      us.
      Escape paid us $25,000 as of June 30, 2006, and, subsequent to the period
      covered by this report, Escape and we entered into a new contract pursuant
      to
      which we will provide them with consulting and advisory services in connection
      with various corporate and securities matters.





8


**Results
      of Operations for the Nine Months Ended June 30, 2006 Compared to the Nine
      Months Ended June 30, 2005.**





Revenue
      declined $487,591, or 33%, to $985,574 for the nine months ended June 30, 2006,
      as compared to revenue of $1,473,165 for the nine months ended June 30, 2005.
      This decline was primarily due to a modification that resulted in an additional
      $602,135 in revenue recorded in the three month period ended March 30, 2005.
      We
      did not have such a modification during the nine month period ended June 30,
      2006.





General
      and administrative expense decreased $1,508,754, or 56%, to $1,200,374 for
      the
      nine months ended June 30, 2006, as compared to general and administrative
      expense of $2,709,128 for the nine months ended June 30, 2005. The decrease
      in
      general and administrative expense was primarily due to a decrease in officer
      expenses, a decrease in investor and public relations and a decrease in
      marketing related to our contracts.





Bad
      debt
      expense was $66,010 for the nine months ended June 30, 2006, as compared to
      bad
      debt expense of $-0- for the nine months ended June 30, 2005. The increase
      in
      bad debt expense was due to increases in bad debt allowances for potential
      un-collectable consulting fees due from client companies.





Depreciation
      and amortization increased $6,723, or 22%, to $36,928 for the nine months ended
      June 30, 2006, as compared to $30,205 for the nine months ended June 30, 2005.
      The increase in depreciation and amortization expense was the result of
      realizing a full nine months of depreciation for the current period ended June
      30, 2006 for property placed into service during the prior year. Some of the
      assets placed in service during the nine months ended June 30, 2005 realized
      less than nine months of depreciation because they were not in service for
      the
      full nine months.





Total
      operating expenses decreased $1,436,021, or 52%, to $1,303,312 for the nine
      months ended June 30, 2006, as compared to $2,739,333 for the nine months ended
      June 30, 2005. The decrease in total operating expenses was primarily
      attributable to the decrease in general and administrative expense.





Interest
      expense increased $17,932, or 111%, to $34,139 for the nine months ended June
      30, 2006, as compared to interest expense of $16,207 for the nine months ended
      June 30, 2005. The increase in interest expense was due to an increase in
      short-term notes payable.





Interest
      income decreased $21,715, or 99.9%, to $21 for the nine months ended June 30,
      2006, as compared to interest income of $21,763 for the nine months ended June
      30, 2005. The decrease in interest income was due to a reduction in notes
      receivable.





Realized
      gain on sale of assets decreased to $-0- for the nine months ended June 30,
      2006, as compared to realized gain on sale of assets of $198,017 for the nine
      months ended June 30, 2005. The decrease in realized gain on sale of assets
      was
      due to the sale of investments in real estate during the nine month period
      ended
      June 30, 2005. We no longer hold investments in real estate and did not have
      any
      such sales during the nine months ended June 30, 2006.





9


Realized
      gain on sale of marketable securities decreased $72,272, or 80%, to $17,705
      for
      the nine months ended June 30, 2006, as compared to realized gain on sale of
      marketable securities of $89,977 for the nine months ended June 30, 2005. The
      decrease in realized gain on sale of marketable securities was due to the net
      declines in the market values of marketable securities.





Unrealized
      loss on marketable securities increased $128,647, or 62%, to $337,375 for the
      nine months ended June 30, 2006, as compared to unrealized loss on marketable
      securities of $208,728 for the nine months ended June 30, 2005. The increase
      in
      unrealized loss on marketable securities was primarily due to changes in the
      values of marketable and non-marketable securities.





We
      recorded a full valuation allowance against deferred tax assets during the
      nine
      months ended June 30, 2006, because management believes it is more likely than
      not that deferred tax assets will not be realized. We had a deferred income
      tax
      benefit of $156,358 for the nine months ended June 30, 2005, and no valuation
      allowance was recorded.





We
      had a
      net loss of $671,526 (and basic and diluted loss per share of $0.03) for the
      nine months ended June 30, 2006, as compared to a net loss of $1,024,988 (and
      basic and diluted loss per share of $0.05) for the nine months ended June 30,
      2005. The decrease of $353,462, or 34%, in the net loss was attributable to
      a
      decrease in total operating expenses which more than offset a decrease in
      revenues and an increase in total other expense.





We
      had an
      accumulated deficit of $1,594,493 and total stockholders’ equity of $740,298 as
      of June 30, 2006.





**Liquidity
      and Capital Resources**





We
      had
      total current assets of $355,816 as of June 30, 2006, which consisted of cash
      of
      $15,074, net accounts receivable of $21,778, notes receivable of $8,625,
      marketable securities of $303,911 and other assets of $6,428.





We
      had
      total current liabilities of $4,438,869 as of June 30, 2006, which consisted
      of
      deferred revenues of $3,898,112, accounts payable and accrued expenses of
      $330,360, notes payable of $88,410, bank lines of credit of $72,601, accounts
      payable to related party of $30,871 and the current portion of installment
      notes
      payable of $18,515. Accounts payable to related party consist entirely of the
      amounts we owed pursuant to a consulting agreement with our chief legal
      officer.





10


We
      had
      negative working capital of $4,083,053. The ratio of total current assets to
      total current liabilities was approximately 8.0% as of June 30,
      2006.





The
      underlying driver which impacts our working capital is having clients that
      have
      made it through the process of becoming fully reporting, publicly traded
      companies. Until this time, there is no market for the shares of our clients’
common stock which we receive in lieu of cash payments for our services. Our
      billing rate for these services is $350 per hour; however, we offer these
      services for a flat-fee consisting of 19% to 22% cash which we use for our
      out-of-pocket expenses and to assist us with our overhead and the remainder
      in
      restricted shares of the clients’ common stock. Until such time as our clients’
common stock becomes publicly traded, we classify our shares as non-marketable
      securities, a long-term asset; however, we classify deferred revenue associated
      with our contracts as a current liability. As our clients become fully
      reporting, publicly traded companies, non-marketable securities, which was
      $4,758,878 as of June 30, 2006, would become marketable securities and deferred
      revenues, which was $3,898,112 as of June 30, 2006, would decrease. Both of
      these results would have a significant positive impact on our working capital;
      however, new client contracts would create additional non-marketable securities
      and deferred revenues which would offset such positive effect. Accounts payable
      and accrued expenses increased approximately $121,372 and notes payable
      consisting of shareholder advances increased $4,210 during the nine months
      ended June 30, 2006, which had an adverse effect on our working capital. We
      believe that we could decrease the relative amount of payables as our clients’
common stock becomes publicly traded and we are able to sell shares that we
      own
      for cash and use that cash to pay expenses.





Having
      clients that have made it through the process of becoming fully reporting,
      publicly traded, companies also drives our ability to generate cash flows from
      operations. However, even if markets do develop for the shares of common stock
      which we hold, those markets will most likely be illiquid and highly volatile.
      We would continue to face difficulty in generating positive cash flows from
      operations from sales of the marketable securities.





During
      the nine months ended June 30, 2006, net cash decreased $24,987 consisting
      of
      $2,666 used in operations and $22,321 used in financing activities.





Net
      cash
      used in operating activities during the nine month period ended June 30, 2006,
      consisted of net loss of $671,526 and an increase in marketable and non
      marketable securities of $2,720,005. These items were offset by non-cash
      expenses of depreciation and amortization of $36,928, bad debts of $66,010,
      and
      stock and assets issued for services of $358,236. In addition, accounts and
      stock receivable decreased by $309,668 and notes receivable decreased by $47,868
      while accounts payable and accrued expenses increased by $121,372, accounts
      payable to related parties increased by $30,871 and deferred revenue increased
      by $2,417,912 during the nine months ended June 30, 2006.





We
      did
      not have cash flows from investing activities during the nine month period
      ended
      June 30, 2006.





11


Net
      cash
      used by financing activities during the nine month period ended June 30, 2006,
      consisted of payments on installment notes payable of $14,446 and net payments
      on bank line of credit of $7,875.





We
      believe that we can meet our cash requirements during the next twelve (12)
      months from sales of marketable securities, new clients, client milestone cash
      payments due, and certain capital raising efforts being undertaken. Further,
      in
      the past, our President, Chief Executive Officer, sole director and majority
      shareholder, Stephen Brock has provided personal capital funding to us. Mr.
      Brock has expressed his intent to continue to support our operations with
      additional funds in the event other outside funding sources 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 April 2006, we and UgoMedia Interactive
      Corporation entered a stipulated payment order pursuant to which UgoMedia is
      obligated to pay us an aggregate of $315,000 during the period from April 2006
      to October 2006. As of the filing of this report, UgoMedia has paid us $45,000,
      in conformity with the payment schedule and $8,000, which they paid prior to
      the
      order, but which the court did not credit against the amount due in the order.
      We also received $25,000 from Escape International, Inc. as of June 30, 2006,
      as
      a partial payment on a summary judgment that we have against them in the
      principal amount of $68,750 plus pre- and post-judgment interest. We also are
      due $4,500 from Legacy Communications Corporation pursuant to a termination
      and
      mutual release agreement. We received a principal payment of $20,000 as of
      June
      30, 2006, from Healthcare Business Services Groups, Inc. on a note receivable
      obligation, leaving a remaining note receivable balance of $8,625. We do not
      have any firm commitments or other identified sources of additional capital
      from
      third parties or from our officers including Mr. Brock or from other
      shareholders.




**Critical
      Accounting Policies**





Our
      discussion and analysis of our financial condition and results of operations
      is
      based upon our financial statements, which have been prepared in accordance
      with
      accounting principles 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 customer, which is generally considered to
      have occurred upon performance and acceptance of the services provided. The
      services provided sometimes take several months.  Effective with the second
      quarter ended March 31, 2005, we adopted a revenue recognition policy for
      management consulting services based on the value received by our customers
      at
      measurable milestones in the public reporting process. We concluded that the
      relative values of our consulting services for each of the milestones are as
      follows: (i) initial due diligence of client’s business and operations and
      private round of initial financing(20%), (ii) client’s preparation of a second
      round of financing in the form of a private placement memorandum or a
      registration statement 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.





12


If
      we
      find that the relative amount of man hours and other expenditures required
      by us
      has materially changed for one or more of the milestones and that this change
      is
      of such a nature that it would likely also be incurred by our competitors in
      the
      marketplace or would change the relative value received by the clients for
      that
      milestone, it could warrant changing the percentages prospectively. As of the
      period covered by this report, most of our contracts had not made it past the
      second milestone and we had deferred revenue of $1,604,150, which were subject
      to changes in the percentage revenue earned for the milestones.





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





*Valuation
      of non-marketable securities* .
       Non-marketable securities are not traded on a public exchange and
      therefore do not have a readily determinable fair value. Management estimates
      the value of non-marketable securities based on contemporaneous third party
      private sales. Non-marketable securities are reflected on our balance sheet
      at
      historical costs. As of December 31, 2005, we had non-marketable securities
      valued at $2,122,473 as a result of third party private sales by our clients
      of
      their common stock at per share prices ranging from $0.10 to $1.00. As
      our
      clients become fully reporting, publicly traded companies, non-marketable
      securities would become marketable securities which are carried at their fair
      value based upon quoted market prices of those securities at each period-end. Due
      to
      the uncertainty inherent in valuing securities that are not publicly traded,
      our
      determinations of fair value of non-marketable securities may differ
      significantly from the values that would exist if a ready market for these
      securities existed; therefore, t he
      value
      of securities we hold as non-marketable securities could be significantly
      different than their value as marketable securities.





13


**Item
      3.  Controls and Procedures.**





Evaluation
      of Disclosure Controls and Procedures




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





Changes
      in Internal Control over Financial Reporting





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





In
      connection with the completion of its audit of, and the issuance of its report
      on, our financial statements for the year ended September 30, 2005, Malone
&
Bailey, PC, our principal independent accountant, identified deficiencies that
      existed in the design or operation of our internal control over financial
      reporting that it considers to be “material weaknesses.” The Public Company
      Accounting Oversight Board has defined a material weakness as a “significant
      deficiency or combination of significant deficiencies that results in more
      than
      a remote likelihood that a material misstatement of the annual or interim
      financial statements will not be prevented or detected.” The material weaknesses
      persisted during the period covered by this report.





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





14


**PART
      II**


**OTHER
      INFORMATION**





**Item
      1. Legal Proceedings.**





In
      April
      2006, UgoMedia Interactive Corporation and we entered into a stipulated payment
      order, which was filed in the District Court of Clark County, Nevada in a breach
      of contract case which we had brought against UgoMedia in July 2004. Pursuant
      to
      the order, UgoMedia is obligated to pay us an aggregate of $315,000 during
      the
      period from April 2006 to October 2006. UgoMedia has paid us $45,000 in
      conformity with the payment schedule as of the filing of this report. In the
      event that UgoMedia fails to make their scheduled payments or cure such failure
      according to the terms of the order, we have the right to immediately enter
      judgment for the balance then due, less payments previously received, together
      with interest on the then unpaid balance at the rate of 8% per annum until
      fully
      paid. The order also provides that one of the individual defendants is subject
      to a $40,000 judgment inclusive of the $315,000 that was owed to us by Ugomedia;
      however, this judgment is subject to a dollar-for-dollar credit for all sums
      paid to us by UgoMedia. We may also enter judgment against the individual,
      subject to the credit and any amounts paid to us by the individual, if UgoMedia
      fails to make the scheduled payments or cure such failure.





In
      June
      2006, we contacted Escape International, Inc. regarding a lawsuit between us
      filed on November 4, 2004, in the District Court, Clark County, Nevada. As
      a
      result of our communications with Escape, we settled the matters between us.
      Escape paid us $25,000 as of June 30, 2006, and, subsequent to the period
      covered by this report, Escape and we entered into a new contract pursuant
      to
      which we will provide them with consulting and advisory services in connection
      with various corporate and securities matters.





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





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





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


**Purchaser**
            **Shares
                of****Common Stock**
            **Consideration**
            **Value**
            **Date**Scott
                Allen
            13,741
            Consulting
                Services Rendered
            $3,435
            05/08/2006Kipley
                J. Lytel
            40,000
            Achievement
                of Milestones as COO
            $4,800
            06/16/2006





15


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
                of Exhibit**31.1*
            Certification
                of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 200231.2*
            Certification
                of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 200232.1*
            Certification
                of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
                Act of 200232.2*
            Certification
                of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002





*  Filed
      herein.





**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the registrant has caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




****PUBLIC
              COMPANY MANAGEMENT CORPORATION****Date: December
              8, 2006
            By:
            /s/ Stephen
              BrockName:
                Stephen Brock
              Title:
                Chief Executive Officer


Date: December
                8, 2006
              By:
              /s/ Joshua
                A.
                GottesmanName:
                    Joshua A. Gottesman
                  Title:Chief
                    Financial Officer


16