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 December 31,
2008





 ̈
            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
              88-0493734(State
      or other jurisdiction of incorporation or organization)
              (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
January 16, 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
6.  Exhibits.
                                    13










PART
I – FINANCIAL INFORMATION





Item
1.  Financial Statements.





PUBLIC
COMPANY MANAGEMENT CORPORATION


CONSOLIDATED
BALANCE SHEETS


(Unaudited)





December 31,
                
                
                September 30,2008
                
                
                2008ASSETSCURRENT
      ASSETSCash
                
                $
                14,809
                
                
                $
                20,284Accounts
      receivable, net
                
                
                -
                
                
                
                17,955Marketable
      securities
                
                
                488,932
                
                
                
                726,448Subscription
      receivable
                
                
                30,000
                
                
                
                115,000Other
      assets
                
                
                10,150
                
                
                
                14,000Total
      current assets
                
                
                543,891
                
                
                
                893,687Non-current
      marketable securities
                
                
                515,195
                
                
                
                520,024Furniture
      and equipment, net
                
                
                22,230
                
                
                
                26,552TOTAL
      ASSETS
                
                $
                1,081,316
                
                
                $
                1,440,263LIABILITIES
      AND STOCKHOLDERS’ DEFICITCURRENT
      LIABILITIESAccounts
      payable and accrued expenses
                
                $
                279,753
                
                
                $
                298,974Accounts
      payable and accrued expenses to related parties
                
                
                798,240
                
                
                
                740,843Current
      portion of installment notes payable
                
                
                5,982
                
                
                
                9,104Bank
      line of credit
                
                
                38,057
                
                
                
                39,793Advances
      from related party
                
                
                2,592
                
                
                
                33,129Deferred
      revenues
                
                
                543,050
                
                
                
                825,550TOTAL
      LIABILITIES
                
                
                1,667,674
                
                
                
                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
                
                
                (42,500
                )
                
                
                (135,000
                )Accumulated
      deficit
                
                
                (4,944,945
                )
                
                
                (4,773,217
                )TOTAL
      STOCKHOLDERS’ DEFICIT
                
                
                (586,358
                )
                
                
                (507,130
                )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                
                $
                1,081,316
                
                
                $
                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 EndedDecember 31,2008
                
                
                2007Revenue
                
                $
                63,835
                
                
                $
                488,591General
      and administrative
                
                
                236,367
                
                
                
                289,518Bad
      debt expense
                
                
                19,233
                
                
                
                5,387Depreciation
      and amortization
                
                
                4,322
                
                
                
                4,708Total
      operating expenses
                
                
                259,922
                
                
                
                299,613Net
      income (loss) from operations
                
                
                (196,087
                )
                
                
                188,978Other
      income and (expense)Impairment
      of non-marketable securities
                
                
                -
                
                
                
                (296,042
                )Interest
      expense
                
                
                (1,367
                )
                
                
                (3,213
                )Interest
      income
                
                
                -
                
                
                
                1,687Realized
      loss on sale of securities
                
                
                (2,254
                )
                
                
                (17,076
                )Unrealized
      gain on marketable securities
                
                
                27,980
                
                
                
                208,520Total
      other income (expenses)
                
                
                24,359
                
                
                
                (106,124
                )NET
      INCOME (LOSS)
                
                $
                (171,728
                )
                
                $
                82,854Weighted
      average shares outstanding
                
                
                29,276,816
                
                
                
                28,140,877Basic
      and diluted net income (loss) per share
                
                $
                (0.01
                )
                
                $
                0.00





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


2




PUBLIC
COMPANY MANAGEMENT CORPORATION


CONSOLIDATED
STATEMENTS OF CASH FLOWS


For The
Three Months Ended December 31, 2008 and 2007


(Unaudited)





2008
                
                
                2007Cash
      Flows From Operating ActivitiesNet
      income (loss)
                
                $
                (171,728
                )
                
                $
                82,854Adjustments
      to reconcile net income (loss) to net cash used in operating
      activities:Depreciation
      and amortization
                
                
                4,322
                
                
                
                4,708Bad
      debt expense
                
                
                19,233
                
                
                
                5,387Stock
      issued for services
                
                
                -
                
                
                
                3,500Changes
      in:Marketable
      and non-marketable securities
                
                
                19,470
                
                
                
                283,205Accounts
      and stock receivable
                
                
                (1,278
                )
                
                
                (9,217
                )Other
      assets
                
                
                3,850
                
                
                
                -Accounts
      payable and accrued expenses
                
                
                (19,221
                )
                
                
                (68,674
                )Accounts
      payable and accrued expenses to related parties
                
                
                57,397
                
                
                
                72,418Deferred
      revenue
                
                
                (59,625
                )
                
                
                (425,000
                )Net
      Cash Used in Operating Activities
                
                
                (147,580
                )
                
                
                (50,819
                )Cash
      Flows From Financing ActivitiesProceeds
      from issuance of common stock
                
                
                177,500
                
                
                
                -Net
      payments on bank line of credit
                
                
                (1,736
                )
                
                
                1,211Payments
      on installment notes payable
                
                
                (3,122
                )
                
                
                (7,241
                )Repayment
      of advances from related party
                
                
                (85,298
                )
                
                
                (3,750
                )Advances
      from related party
                
                
                54,761
                
                
                
                58,134Net
      Cash Provided by Financing Activities
                
                
                142,105
                
                
                
                48,354Net
      decrease in cash
                
                
                (5,475
                )
                
                
                (2,465
                )Cash
      at beginning of period
                
                
                20,284
                
                
                
                18,166Cash
      at end of period
                
                $
                14,809
                
                
                $
                15,701Cash
      paid during the period for:Interest
                
                $
                1,367
                
                
                $
                3,212Income
      taxes
                
                
                -
                
                
                
                -Non-cash
      investing and financing activities:Change
      in market value of securities held as deferred revenue
                
                $
                222,875
                
                
                $
                -




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 -
COMMON STOCK





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





NOTE 3 –
RELATED PARTY





During
the three months ended December 31, 2008, PCMC received $54,761 in advances from
its President and CEO and repaid $85,298.





NOTE 4 –
SUBSEQUENT EVENTS





Subsequent
to December 31, 2008, PCMC collected $30,000 of its subscription
receivable.  Accordingly, this amount is recorded as a current asset
as of December 31, 2008.


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





During
fiscal 2008, we 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 provide 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.  During
fiscal 2008, we generated fifty-one percent (51%) of our revenue from management
consulting services.  Rather than charging these clients cash at a
fair market rate of $425 per hour, we offer them contracts with a fee structure
consisting of a mix of stock and cash. Under this structure, we currently
receive 1.25 million shares of common stock of the client 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
derive revenue from a broad range of value-added management consulting services
that we provide on an hourly basis.  Our current rate for these
services is $425 per hour.  These services are designed to improve
corporate structures, business practices and procedures, record keeping,
accounting and corporate governance in order for small private companies to
advance and sustain themselves in the capital markets. We receive payment for
these services in the form of cash; however, for those clients receiving
services under our PCMC Roadmap, discussed above, we may 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.  During fiscal 2008, we
generated eleven percent (11%) of our revenue from value-added management
consulting services.





Compliance
Services.  We offer regulatory compliance services to public
companies.  These services also include corporate governance matters
under the Sarbanes-Oxley Act of 2002. Our rate for these services is $425 per
hour; however as part of our management consulting services contracts with
clients seeking to become a fully reporting, publicly traded company, we provide
these services for $48,000 for the first twelve months after a client becomes a
public company.  During fiscal 2008, we generated thirty-eight percent
(38%) of our revenue from regulatory compliance services.


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.  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 twelve 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 US recession and
financial crisis may be a significant factor in their inability to complete
offerings.  The US recession is likely to continue well into 2009 with
a moderate recovery in 2010, according to forecasts from the US Federal
Reserve.  If our private company clients cannot successfully complete
their offerings, then they will be unable to move forward in the process of
becoming fully reporting, publicly traded companies which would have 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.  We have received a limited amount of cash from these
engagements and hold (or are owed) shares of their common
stock.  These shares have become (or would be) worthless to us since
our business model is driven by clients that have made it through the process of
becoming fully reporting, publicly traded companies.  We 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.


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 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.





During
fiscal 2008, we continued to use audit coordinators in our business model to
assist our clients in preparing their financial statements in compliance with
SEC regulations.  In many cases, we mandate that our clients engage an
audit coordinator as a condition to 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 Three Months Ended December 31, 2008 Compared to the Three
Months Ended December 31, 2007





Our
revenue was $63,835 for the three months ended December 31, 2008, as compared to
$488,591 for the three months ended December 31, 2007.  The decrease
in revenue was primarily due to a decrease in the number of clients that reached
milestones in the process of becoming fully reporting, publicly traded
companies.  During the three months ended December 31, 2008, a
client’s Nevada state registered offering became effective and we provided
regulatory compliance services to another client.





General
and administrative expense decreased $53,151 or 18%, to $236,367 for the three
months ended December 31, 2008, as compared to general and administrative
expense of $289,518 for the three months ended December 31, 2007.  The
decrease in general and administrative expense was primarily due to a decrease
in stock compensation to executive officers and members of various advisory
boards.





Bad debt
expense was $19,233 for the three months ended December 31, 2008, as compared to
bad debt expense of $5,387 for the three months ended December 31,
2007.  The increase in bad debt expense was primarily due to an
increase in outstanding invoices over ninety days old.





Depreciation
and amortization expense was $4,322 for the three months ended December 31,
2008, as compared to depreciation and amortization expense of $4,708 for the
three months ended December 31, 2007.





Total
operating expenses decreased $39,691, or 13%, to $259,922 for the three months
ended December 31, 2008, as compared to total operating expenses of $299,613 for
the three months ended December 31, 2007.  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 $196,087 for the three months ended December 31,
2008, as compared to net income from operations of $188,978 for the three months
ended December 31, 2007.  The change from net income to net loss from
operations was primarily due to the decrease in revenue, discussed
above.





We did
not have impairment of non-marketable securities for the three months ended
December 31, 2008. We had impairment of non-marketable securities of $296,042
for the three months ended December 31, 2007. During the three months ended
December 31, 2007, the common stock of one of our clients became publicly traded
with low volume and, as of December 31, 2007, 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 three months ended December 31, 2008, a significant portion
of our assets consists of stock issued by small, unproven issuers which could be
subject to future impairment.





Interest
expense was $1,367 for the three months ended December 31, 2008, as compared to
interest expense of $3,213 for the three months ended December 31,
2007.  The decrease in interest expense was due to a decrease in the
amount of our debt.





We did
not have interest income for the three months ended December 31,
2008.  We had interest income of $1,687 for the three months ended
December 31, 2007. The decrease in interest income was due to a decrease in our
cash balances.





We had
realized loss on sale of marketable securities of $2,254 for the three months
ended December 31, 2008, as compared to realized loss on sale of marketable
securities of $17,076 for the three months ended December 31, 2007. We have
realized loss on sale of marketable securities when the amount we receive from
the sale is less than the book value of the securities sold.  The
decrease in realized loss on the sale of marketable 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.


9







We had
unrealized gain on marketable securities of $27,980 for the three months ended
December 31, 2008, as compared to unrealized gain on marketable securities of
$208,520 for three months ended December 31, 2007. We have unrealized gain on
marketable securities when the market value on the balance sheet date is greater
than the book value of the securities that we hold as of such date. The decrease
in unrealized gain 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 $171,728 (and net loss per share of $0.01) for the three months
ended December 31, 2008, as compared to net income of $82,854 (and net income
per share of $0.00) for the three months ended December 31, 2007. The change
from net income to net loss was primarily due to the decrease in revenue as
discussed above.





We had an
accumulated deficit of $4,944,945 as of December 31, 2008.





Liquidity
and Capital Resources





We had
total current assets of $543,891 as of December 31, 2008, which consisted of
cash of $14,809, marketable securities of $488,932, subscription receivable of
$30,000 and other assets of $10,150.





We had
total current liabilities of $1,664,674 as of December 31, 2008, which consisted
of accounts payable and accrued expenses to related parties of $798,240,
deferred revenues of $543,050, accounts payable and accrued expenses of
$279,753, bank line of credit of $38,057, current portion of installment notes
payable of $5,982, and advances from related party of $2,592 that we received
from Stephen Brock, our President and CEO, sole director and majority
shareholder.  Accounts payable and accrued expenses to related parties
includes accrued cash compensation of $585,000 to Mr. Brock and cash and stock
compensation of $131,525 and $81,715, respectively, to other current and former
executive officers.





We had
negative working capital of $1,123,783 as of December 31, 2008.  The
ratio of current assets to current liabilities was 33% as of December 31,
2008.





The
underlying driver which impacts our working capital is having clients that have
made it through the process of becoming fully reporting, publicly traded
companies and developed markets for their securities.  Rather than
charging clients cash payments at $425 per hour, we offer them contracts with a
fee structure consisting primarily of the client’s stock and 19% to 22% cash. We
are currently using cash collected from clients and sales of our client
securities to cover our overhead.  We may also receive net cash
payments from Stephen Brock, our President, CEO, sole director and majority
shareholder.





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.


10





During
the three months ended December 31, 2008, we had a net decrease in cash of
$5,475; consisting of net cash used in operating activities of $147,580 which
was offset by net cash provided by financing activities of
$142,105.





Net cash
used in operating activities was $147,580 for the three months ended December
31, 2008, consisting of net loss of $171,728, decrease in deferred revenue of
$59,625 and accounts payable and accrued expenses of $19,221 and an increase in
accounts and stock receivable of $1,278 which were offset by adjustments for
depreciation and amortization of $4,322 and bad debt expense of $19,233,
decreases in marketable and non-marketable securities of $19,470 and other
assets of $3,850 and an increase in accounts payable and accrued expenses to
related parties of $57,397.





We did
not have net cash from investing activities for the three months ended December
31, 2008.





Net cash
provided by financing activities was $142,105 for the three months ended
December 31, 2008, consisting of proceeds from issuance of common stock of
$177,500 and advances from related party of $54,761 which were offset by
repayment of advances from related party of $85,298, payments on installment
notes payable of $3,122 and net payments on bank line of credit of
$1,736.  Advances, and repayment of advances, from related party
represents amount received from, and paid to, Stephen Brock, our President, CEO,
sole director and majority shareholder.





We
believe that we can meet our cash requirements during the next twelve months
from sales of marketable securities, new clients, client milestone cash payments
due, and certain capital raising efforts being undertaken. Further, in the past,
Stephen Brock has provided personal capital funding to us. Mr. Brock has
expressed his intent to continue to support our operations with additional funds
in the event other outside funding sources or sales of marketable securities do
not provide sufficient funds during the next twelve months.  During
the period covered by this report, we had net repayments of advances from Mr.
Brock of $30,537 (after taking into account his current period advances to us of
$54,761).  We will continue our efforts to collect cash payments owed
to us from clients who we believe have breached our agreements.  See
the discussion under the heading “Client Progress Reports or Requests for
Payment”, discussed above.  We plan to continue these efforts during
the next twelve months.  We are also considering an attempt to raise
additional debt or equity capital from third parties.  During fiscal
2008, we sold 1,000,000 shares of common stock for $500,000 to a relative of Mr.
Brock.  As of December 31, 2008, we had received $427,500 of the
funds.  Subsequent to December 31, 2008, we received $30,000 of the
remaining amount.  We expect to receive the remaining $42,500 during
the second quarter of fiscal 2009. 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.  The US recession and
financial crisis (discussed above under the heading “Known, Trends Events and
Uncertainties”, “US Recession”) could have a material adverse effect on our
planned sources of capital.





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 $543,050, 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.


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





Exhibit No.
              
              Description31.1*
              
              Certification
      of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 200231.2*
              
              Certification
      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 200232.1*
              
              Certifications
      of Chief Executive Officer and Chief Financial Officer pursuant to Section
      906 of the Sarbanes-Oxley Act of
2002





*      Filed
herein.


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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:
      January 26, 2009
                                    By:
                                    /s/
      Stephen BrockName:
      Stephen Brock
                                      Title:
      Chief Executive OfficerDate:
      January 26, 2009
                                    By:
                                    /s/
      Trae O'Neil HighName:
      Trae O'Neil High
                                      Title:
      Chief Financial
Officer


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