**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 December 31, 2005





[
        ]  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 December 31,
      2005
      (the "Quarterly Report") which was originally filed with the Securities and
      Exchange Commission (the "Commission") on February 14, 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**


**AND
      SUBSIDIARIES**





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


**FOR
      THE QUARTER ENDED DECEMBER 31, 2005**





**INDEX**




Page**PART
                I. FINANCIAL INFORMATION**Item 1.  Financial Statements (Unaudited)Consolidated Balance Sheet as of December 31, 2005
            1Consolidated Statements of Operations for the Three Months Ended
                December
                31, 2005
            2Consolidated Statements of Cash Flows for the Three Months Ended
                December 31, 2005
            3Notes to Consolidated Financial Statements
            4Item 2.  Management's Discussion and Analysis
            5Item 3.  Controls and Procedures
            12**PART
                II. OTHER INFORMATION**Item 2.  Unregistered Sales of Equity Securities and Use of
                Proceeds
            13Item 5.  Other Information
            14Item 6.  Exhibits
            14Signatures
            14












**PART
      I**


**FINANCIAL
      INFORMATION**




**Item1.
       Financial Statements.**





PUBLIC
      COMPANY MANAGEMENT CORPORATION


CONSOLIDATED
      BALANCE SHEET


December
      31, 2005 and September 30, 2005


(Unaudited)





December
                31, 

                2005
            
            
            September
                30,
                2005ASSETSCurrent
                AssetsCash
            
            $
            1,733
            
            $
            40,061Accounts
                receivable, net
            
            
            33,096
            
            
            11,981Notes
                receivable
            
            
            48,500
            
            
            56,500Marketable
                securities
            
            
            649,631
            
            
            719,233Other
                assets
            
            
            6,428
            
            
            6,421Total
                Current Assets
            
            
            739,388
            
            
            834,196Stock
                receivable, net
            
            
            189,475
            
            
            394,975Non-marketable
                securities
            
            
            2,122,473
            
            
            1,623,552Furniture
                and equipment, net
            
            
            65,456
            
            
            69,797Website,
                net
            
            
            29,176
            
            
            37,187TOTAL
                ASSETS
            
            $
            3,145,968
            
            $
            2,959,707LIABILITIES
                AND STOCKHOLDERS’ EQUITYCurrent
                LiabilitiesAccounts
                payable and accrued expenses
            
            $
            306,138
            
            $
            213,198Current
                portion of installment notes payable
            
            
            16,015
            
            
            16,015Bank
                lines of credit
            
            
            78,697
            
            
            80,476Notes
                payable
            
            
            194,520
            
            
            84,200Deferred
                revenues
            
            
            1,604,150
            
            
            1,480,200Total
                Current Liabilities
            
            
            2,199,520
            
            
            1,874,089Long-term
                portions of installment note payable
            
            
            26,232
            
            
            32,029TOTAL
                LIABILITIES
            
            
            2,225,752
            
            
            1,906,118Stockholders’
                EquityCommon
                stock, $.001 par value, 50,000,000 shares authorized, 22,713,171
                and
                22,553,171 shares issued and outstanding, respectively
            
            
            22,713
            
            
            22,553Paid
                in capital
            
            
            2,018,093
            
            
            1,954,003Accumulated
                deficit
            
            
            (1,120,590
            )
            
            (922,967
            )TOTAL
                STOCKHOLDERS’ EQUITY
            
            
            920,216
            
            
            1,053,589TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY
            
            $
            3,145,968
            
            $
            2,959,707




The
      accompanying notes are an integral part of these
      statements.




1




PUBLIC
      COMPANY MANAGEMENT CORPORATION


CONSOLIDATED
      STATEMENTS OF OPERATIONS


Three
      Months Ended December 31, 2005 and 2004


(Unaudited)


2005
            
            
            2004Revenue
            
            $
            517,439
            
            $
            405,992General
                and administrative
            
            
            385,863
            
            
            587,602Bad
                debt expense
            
            
            70,500
            
            
            -Depreciation
                and amortization
            
            
            12,352
            
            
            12,442Total
                operating expenses
            
            
            468,715
            
            
            600,044Net
                (loss) income from operations
            
            
            48,724
            
            
            (194,052
            )Other
                income and (expense)Interest
                expense
            
            
            (28,551
            )
            
            (11,121
            )Interest
                income
            
            
            10
            
            
            6,464Realized
                gain (loss) on sale of marketable securities
            
            
            (375
            )
            
            101,324Unrealized
                gain (loss) on marketable securities
            
            
            (217,431
            )
            
            629,793Total
                other income (expense)
            
            
            (246,347
            )
            
            726,460(Loss)
                income before income taxes
            
            
            (197,623
            )
            
            532,408Deferred
                income tax (benefit)
            
            
            -
            
            
            181,019NET
                (LOSS) INCOME
            
            $
            (197,623
            )
            $
            351,389Weighted
                average shares outstanding
            
            
            22,713,171
            
            
            21,065,730Basic
                and diluted gain (loss) per share
            
            $
            (0.01
            )
            $
            0.02




The
      accompanying notes are an integral part of these
      statements.




2


PUBLIC
      COMPANY MANAGEMENT CORPORATION


CONSOLIDATED
      STATEMENTS OF CASH FLOWS


Three
      Months Ended December 31, 2005 and 2004


(Unaudited)


2005
            
            
            2004(Restated)
            
            
            (Restated)Cash
                Flows Used in Operating ActivitiesNet
                (loss) income
            
            $
            (197,623
            )
            $
            351,389Adjustments
                to reconcile net (loss) income to net cash used in operating activities:Depreciation
                and amortization
            
            
            12,352
            
            
            12,442Bad
                debt expense
            
            
            70,500
            
            
            -Stock
                and assets issued for services
            
            
            64,250
            
            
            207,968Marketable
                securities issued for services
            
            
            -
            
            
            14,560Deferred
                income tax
            
            
            -
            
            
            181,019Changes
                in:Marketable
                and non marketable securities
            
            
            (278,240
            )
            
            (656,396
            )Accounts
                and stock receivable
            
            
            (37,193
            )
            
            (551,974
            )Other
                assets
            
            
            (7
            )
            
            5,027Accounts
                payable and accrued expenses
            
            
            92,940
            
            
            (12,205
            )Deferred
                revenue
            
            
            123,950
            
            
            385,208Net
                Cash Used in Operating Activities
            
            
            (149,071
            )
            
            (62,962
            )Cash
                Flows Provided by (Used in) Investing ActivitiesPurchase
                of furniture and equipment
            
            
            -
            
            
            (2,000
            )Purchase
                of marketable securities
            
            
            -
            
            
            (17,760
            )Proceeds
                from note receivable
            
            
            8,000
            
            
            -Net
                Cash Provided by (Used in) Investing Activities
            
            
            8,000
            
            
            (19,760
            )Cash
                Flows Provided by (Used in) Financing ActivitiesNet
                proceeds from (payments on) bank line of credit
            
            
            (1,779
            )
            
            (5,782
            )Payments
                on installment notes payable
            
            
            (5,798
            )
            
            (3,003
            )Shareholder
                advances
            
            
            110,320
            
            
            -Sale
                of common stock
            
            
            -
            
            
            6,763Net
                Cash Provided by (Used in) Financing Activities
            
            
            102,743
            
            
            (2,022
            )Net
                increase (decrease) in cash
            
            
            (38,328
            )
            
            (84,744
            )Cash
                at beginning of period
            
            
            40,061
            
            
            153,509Cash
                at end of period
            
            $
            1,733
            
            $
            68,765Cash
                paid during the year for:Interest
            
            $
            28,551
            
            $
            8,394Income
                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 (“SEC”), 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, consisting of normal recurring 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 disclosure 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 three months ended
      December 31, 2005 and the three months ended December 31, 2004 to classify
      Proceeds from Sale of Marketable Securities from cash flows from investing
      activities to cash flows from operating activities. The effect of the
      restatement is as follows:





Three
                Months Ended December 31,2006
            
            
            2005(unaudited)
            
            
            (unaudited)As
                originally reported:Net
                Cash Used in Operating Activities
            
            
            (151,946
            )
            
            (358,851
            )Net
                Cash Provided by Investing Activities
            
            
            10,875
            
            
            276,129Restated:Net
                Cash Used in Operating Activities
            
            
            (149,071
            )
            
            (62,962
            )Net
                Cash Provided by (Used in) Investing Activities
            
            
            8,000
            
            
            (19,760
            )





NOTE
      2 -
      COMMON STOCK





During
      the three months ended December 31, 2005, 80,000 shares were issued for services
      rendered and valued at their fair value ranging from $.61 to $.90 per share,
      totaling $64,250.





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 the 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/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 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. We did not generate revenue from compliance services
      under twelve-month contracts during the period covered by this
      report.




6





**Trends
      Affecting Our Revenue**





During
      the period covered by this report, we reduced the amount of advertising dollars
      that we spent to promote white papers, open lines and consultations to focus
      more of our attention on existing clients. As a result, we only signed two
      new
      clients during this period. Although we signed fewer 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.




**Recent
      Events**





During
      the three months ended December 31, 2005, we signed contracts with two clients to
      provide them with consulting and advisory services in connection with various
      corporate and securities matters.





Gary
      Clark, Ph.D. and Steven Chaussey, CPA joined our Advisory Board. The purpose
      of
      the Advisory Board is to provide advice and counsel to our sole director on
      legal and regulatory compliance and other areas relating to our operation.
      The
      Advisory Board focuses on strengthening our business model by making actionable
      recommendations that PCMC management and its network of supporters can execute
      their efforts to create intrinsic value for PCMC.




7





On
      December 27, 2005, we and PN2media, Inc. mutually agreed to terminate the
      services contract pursuant to which we were to provide consulting
      and advisory services to PN2media in connection with various corporate and
      securities matters .
      We and
      PN2media also agreed that we are not obligated to update, revise, amend or
      maintain any documents or advice provided pursuant to the services contract
      or
      otherwise to reflect actual results, changes in facts, risks, uncertainties
      or
      assumptions underlying or affecting such documents or advice, or for prospective
      events that may have a retroactive effect on such documents or advice. In
      addition, we each released the other from all claims.





Effective
      January 2, 2006, we and Kipley J. Lytel, CFA, entered into an employment
      agreement pursuant to which Mr. Lytel serves as our Chief Operating Officer
      and
      Secretary. In his new position, Mr. Lytel will focus on generating new clients
      and streamlining the process of consulting as project manager with many current
      clients. Mr. Lytel will perform other functions including investor relations,
      marketing and strategic development.





**Results
      of Operations for the Three Months Ended December 31, 2005 Compared to the
      Three
      Months Ended December 31, 2004.**





Our
      revenue increased $111,447, or 27%, to $517,439 for the three months ended
      December 31, 2005 from $405,992 for the three months ended December 31, 2004.
       This increase was primarily due to five of our clients that reached the
      second milestone and one of our clients that reached the second and third
      milestone during the three months ended December 31, 2005.





General
      and administrative expenses decreased $201,739, or 34%, to $385,863 for the
      three months ended December 31, 2005 from $587,602 for the three months ended
      December 31, 2004.  The decrease in general and administrative expenses was
      a result of a decrease in consulting fees of $332,791 and a $19,319 decrease
      in
      marketing and advertising expenses, which were offset by a $98,790 increase
      in
      legal fees and expenses, a $45,225 increase in accounting fees and expenses,
      and
      a $6,356 increase in expenses related to operations and administrative
      activities.





Bad
      debt
      expense was $70,500 for the three months ended December 31, 2005, as compared
      to
      bad debt expense of $-0- for the three months ended December 31, 2004. During
      the three months ended December 31, 2005, we recorded bad debt allowances for
      potential un-collectable consulting fees due from two client companies. We
      did
      not record such allowances during the three months ended December 31,
      2004.





Depreciation
      and amortization expenses decreased $90 to $12,352 for the three months ended
      December 31, 2005, from $12,442 for the three months ended December 31, 2004.




Income
      from operations was $48,724 for the three months ended December 31, 2005,
      compared to loss from operations of $194,052 for the three months ended December
      31, 2004. The change was due to our increase in revenues and our overall
      decrease in total operating costs.




8





We
      had
      other expenses of $246,347 for the three months ended December 31, 2005, as
      compared to other income of $726,460 for the three months ended December 31,
      2004.




The
      change is primarily due to unrealized losses on marketable securities of
      $217,431 for the three months ended December 31, 2005, as compared to unrealized
      gains on marketable securities of $629,793 for the three months ended December
      31, 2004, due to changes in the market value of securities versus market value
      in the prior period. We had realized losses on sales of marketable securities
      of
      $375 for the three months ended December 31, 2005, compared to realized gains
      on
      sales of marketable securities of $101,324 for the three months ended December
      31, 2004, due to decreases in the market value and limited sales of marketable
      securities versus the prior period. We had interest income of $10 for the three
      months ended December 31, 2005, as compared to interest income of $6,464 for
      the
      three months ended December 31, 2004, due to a reduction in notes receivable.
      Our interest expense increased $17,430, or 157%, to $28,551 for the three months
      ended December 31, 2005, as compared to interest expense of $11,121 for the
      three months ended December 31, 2004, due to an increase in short-term debt.





We
      recorded a full valuation allowance against deferred tax assets during the
      three
      months ended December 31, 2005, because management believes it is more likely
      than not that deferred tax assets will not be realized. We had deferred income
      tax of $181,019 for the three months ended December 31, 2004, and no valuation
      allowance was recorded.





We
      had a
      net loss of $197,623 (and basic and diluted loss per share of $0.01) for the
      three months ended December 31, 2005, compared to net income of $351,389 (and
      basic and diluted gain per share of $0.02) for the three months ended December
      31, 2004. The change to a net loss from net income was due to the increase
      in
      other expenses.





We
      had an
      accumulated deficit of $1,120,590 and total stockholders’ equity of $920,216 as
      of December 31, 2005.




**Liquidity
      and Capital Resources**





We
      had
      total current assets of $739,388 as of December 31, 2005, consisting of cash
      of
      $1,733, net accounts receivable of $33,096, notes receivable of $48,500,
      marketable securities of $649,631 and other assets of $6,428.





We
      had
      total current liabilities of $2,199,520 as of December 31, 2005, consisting
      of
      accounts payable and accrued expenses of $306,138, current portion of
      installment notes payable of $16,015, bank lines of credit of $78,697, notes
      payable of $194,520 and deferred revenues of $1,604,150.




9





As
      of
      December 31, 2005, we had negative working capital of $1,460,132. The ratio
      of
      total current assets to total current liabilities was approximately 34% as
      of
      December 31, 2005.





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
      $2,122,473 as of December 31, 2005, would become marketable securities and
      deferred revenues, which was $1,604,150 as of December 31, 2005, 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 $92,940 and notes payable
      consisting of shareholder advances increased $110,320 during the three months
      ended December 31, 2005, 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 three months ended December 31, 2005, we consumed net cash in the amount
      of
      $38,328; consisting of $149,071 used in operations, which was offset in part
      by
      $8,000 provided by investing activities and $102,743 provided by financing
      activities.





Net
      cash
      used in operating activities for three months ended December 31, 2005,
      consisting of net loss of $197,623, an increase in marketable and non-marketable
      securities of $278,240, and increase in accounts and stock receivable of $37,193
      and an increase in other assets of $7 which were offset by adjustments for
      depreciation and amortization of $12,352, bad debt expense of 70,500 and stock
      and assets issued for services of $64,250, an increase in accounts payable
      and
      accrued expenses of $92,940 and an increase in deferred revenue of $123,950.




10





Net
      cash
      provided by investing activities for the three months December 31, 2005,
      consisted of proceeds from note receivable of $8,000.





Net
      cash
      provided by financing activities for the three months December 31, 2005,
      consisting of shareholder advances of $110,320 which was offset by net payments
      on bank line of credit of $1,779 and payments on installment notes payable
      of
      $5,798.





We
      believe that we can meet our cash requirements during the next twelve (12)
      months from a combination of sales of marketable securities, payments from
      clients and our ability to raise additional debt or equity capital. As of
      December 31, 2005, we had lines of credit totaling $85,000, of which $78,697
      was
      borrowed. In the past, from time-to-time, Our President, Chief Executive Officer
      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, cash from
      operations or sales of marketable securities do not provide sufficient funds
      during the next twelve (12) months; provided, however, that Mr. Brock is
      financially able to do so, of which there can be no assurance. 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 principals generally accepted in the United States.  The
      preparation of these financial statements requires us to make estimates and
      judgments that affect the reported amounts of assets, liabilities, revenues
      and
      expenses, and related disclosure of any contingent assets and liabilities.
       On an on-going basis, we evaluate our estimates.  We base our
      estimates on various assumptions that we believe to be reasonable under the
      circumstances, the results of which form the basis for making judgments about
      carrying values of assets and liabilities that are not readily apparent from
      other sources.  Actual results may differ from these estimates under
      different assumptions or conditions.





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





*Revenue
      Recognition.* Revenue
      is recognized when the earning process is complete and the risks and rewards
      of
      ownership have transferred to the 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 for filing with the SEC (20%), (iii) effectiveness of
      client’s registration statement (25%) and (iv) client’s qualification for
      quotation on the OTCBB or listing on a securities market or exchange (35%).
       Revenues are not recognized for the value of securities received as
      payment for services when there is no public trading market and there have
      been
      no recent private sales of the security.




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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 revenues 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.





**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.




12





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 .





**PART
      II**


**OTHER
      INFORMATION**





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





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


Purchaser
            Shares
            Consideration
            Value
            DateMichael
                Williams
            45,000
            Services
                Rendered
            $40,500
            11/23/2005Dennis
                Hensling
            10,000
            Services
                Rendered
            $8,500
            11/29/2005Steve
                Chaussy
            25,000
            Services
                Rendered
            $15,250
            12/15/2005




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All
      of
      the above transactions were exempt from registration under the Securities Act
      under Section 4(2) as transactions not involving a public offering because
      of
      the limited number of persons involved in each transaction, the relationship
      between such persons and the Company, the access of such persons to information
      about the Company that would have been available in a public offering, and
      the
      absence of any public solicitation or advertising.





**Item
      5. Other Information.**





The
      terms
      of Mr. Lytel’s employment agreement will be provided in a Form 8-K to be filed
      subsequent to this report.





**Item
      6. Exhibits**





Exhibit
                No.
            Description
                of Exhibit31.1*
            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 Brock
              Name:
                Stephen Brock
              Title:
                Chief Executive OfficerDate:
                December 8, 2006
            By:/s/
                Joshua A. Gottesman
              Name:
                Joshua A. Gottesman
              Title:
                Chief Financial Officer






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