\

UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-Q





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





For
      the
      quarter ended March 31, 2008





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





For
      the
      transition period from _____ to _____





Commission
      File Number: 000-52792





**PCMT
      CORPORATION**


(Exact
      name of small business issuer as specified in its charter)





Delaware
            
            98-0534701(State
                of incorporation)
            
            (IRS
                Employer ID Number)





4
      Nafcha Street, Jerusalem, Israel 95508


(Address
      of principal executive offices)





011-972
      (2) 500-1128


(Issuer's
      telephone number)





_______________________________ N/A _________________________________


(Former
      name, former address and former fiscal year, if changed since last
      report)





Indicate
      by check whether the Registrant (1) filed all reports required to be filed
      by
      Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
      shorter period that the registrant was required to file such reports), and
      (2)
      has been subject to such filing requirements for the past 90 days. Yes x No o





Indicate
      by check mark whether the Registrant is a 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 filero
            Accelerated
                fileroNon-accelerated
                filero
            Smaller
                reporting company x(Do
                not check if a smaller reporting company)





Indicate
      by check mark whether the Registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes x No o










APPLICABLE
      ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
      DURING THE PRECEDING FIVE YEARS:





Indicate
      by check mark whether the registrant has filed all documents and reports
      required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange
      Act
      of 1934 subsequent to the distribution of securities under a plan confirmed
      by a
      court. Yes x No o





Number
      of
      shares of common stock outstanding as of May 15, 2008: 68,803,336 shares of
      common stock.


2


**TABLE
      OF CONTENTS** ****





Page**PART
                I – FINACIAL INFORMATION**Item 1.
            Financial
                Statements
            F-1Item 2.
            Management’s
                Discussion and Analysis of Financial Condition or Plan of
                Operation
            4Item 3
            Quantitative
                and Qualitative Disclosure About Market Risk
            6Item 4
            Controls
                and Procedures
            6**PART
                II – OTHER INFORMATION**Item 1.
            Legal
                Proceedings
            6Item 1A
            Risk
                Factors
            6Item 2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            7Item 3.
            Defaults
                Upon Senior Securities
            7Item 4.
            Submission
                of Matters to a Vote of Security Holders
            7Item 5.
            Other
                Information
            7Item 6.
            Exhibits
            7




3


**PART
      I**


**FINANCIAL
      INFORMATION**





**Item
      1.**  **Financial
      Statements.**




**PCMT
        CORPORATION**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **INDEX
        TO FINANCIAL STATEMENTS**
 **MARCH
        31, 2008, AND 2007**
 **(Unaudited)**
 
 Financial
                  Statements-Balance
                  Sheet as ofMarch
                  31,
                  2008
              
              
              F-2Statements
                  of Operations for the Three Months Ended March 31, 2008, 2007,
                  and
                  Cumulative from Inception
              
              
              F-3Statement
                  of Stockholders’ Equity for the Period from Inception Through March 31,
                  2008
              
              
              F-4Statements
                  of Cash Flows for the Periods Ended March 31, 2008, 2007, and Cumulative
                  from Inception
              
              
              F-5Notes
                  to Financial Statements March 31, 2008, and 2007
              
              
              F-6
 
 F-1
 **PCMT
                    CORPORATION****(A
                    DEVELOPMENT STAGE COMPANY)****BALANCE
                    SHEET (NOTE 2)****AS
                    OF MARCH 31, 2008****(Unaudited)****ASSETS****2008****Current
                    Assets:**Cash
                    on hand and in bank
                
                $
                824,834Due
                    from Related Party - SDS
                
                
                8,000Total
                    current assets
                
                
                832,834**Other
                    Assets:**Security
                    deposit
                
                
                500Deferred
                    acquisition costs
                
                
                182,500Total
                    other assets
                
                
                183,000**Total
                    Assets**
                
                $
                1,015,834**LIABILITIES
                    AND STOCKHOLDERS' EQUITY****Current
                    Liabilities:**Accounts
                    payable - Trade
                
                $
                500Accrued
                    liabilities
                
                
                13,160Accrued
                    officer's salary
                
                
                3,000Accrued
                    office rent - Related party
                
                
                5,352Due
                    to Director and stockholder
                
                
                200Total
                    current liabilities
                
                
                22,212Total
                    liabilities
                
                
                22,212**Commitments
                    and Contingencies****Stockholders'
                    Equity:**Common
                    stock, par value $0.0001 per share, 100,000,000 shares authorized;
                    65,450,000 shares issued and outstanding,
                
                
                6,545Additional
                    paid-in capital
                
                
                712,106Common
                    stock subscribed - 2,686,670 shares
                
                
                403,000(Deficit)
                    accumulated during the development stage
                
                
                (128,029
                )Total
                    stockholders' equity
                
                
                993,622**Total
                    Liabilities and Stockholders' Equity**
                
                $
                1,015,834
  The
          accompanying notes to the financial statements are
 an
        integral part of this balance sheet.
  F-2
 **PCMT
                    CORPORATION****(A
                    DEVELOPMENT STAGE COMPANY)****STATEMENTS
                    OF OPERATIONS (NOTE 2)****FOR
                    THE THREE MONTHS ENDED MARCH 31, 2008, 2007, AND****CUMULATIVE
                    FROM INCEPTION (OCTOBER 5, 2006)****THROUGH
                    MARCH 31, 2008****(Unaudited)****Three-Months**
                
                **Three-Months****Ended**
                
                **Ended**
                
                **Cumulative****March
                    31,**
                
                **March
                    31,**
                
                **From****2008**
                
                **2007**
                
                **Inception****Revenues**
                
                $
                -
                
                $
                -
                
                $
                -**Expenses:**General
                    and administrative-Professional
                    fees
                
                
                26,306
                
                
                5,864
                
                
                96,102Officer's
                    compensation
                
                
                4,200
                
                
                -
                
                
                12,200Office
                    rent
                
                
                900
                
                
                -
                
                
                5,352Other
                
                
                9,597
                
                
                900
                
                
                15,281Legal
                    fees - Organization costs
                
                
                -
                
                
                829
                
                
                1,500Officers'
                    compensation paid by issued shares
                
                
                -
                
                
                -
                
                
                250Total
                    general and administrative expenses
                
                
                41,003
                
                
                7,593
                
                
                130,685**(Loss)
                    from Operations**
                
                
                (41,003
                )
                
                (7,593
                )
                
                (130,685
                )**Other
                    Income**
                
                
                2,218
                
                
                -
                
                
                2,656**Provision
                    for income taxes**
                
                
                -
                
                
                -
                
                
                -**Net
                    (Loss)**
                
                $
                (38,785
                )
                $
                (7,593
                )
                $
                (128,029
                )**(Loss)
                    Per Common Share:**(Loss)
                    per common share - Basic and Diluted
                
                $
                (0.00
                )
                $
                (0.00
                )**Weighted
                    Average Number of Common Shares****Outstanding
                    - Basic and Diluted**
                
                
                61,981,461
                
                
                4,366,222
  The
          accompanying notes to the financial statements are
 an
        integral part of these statements.
  F-3
  **PCMT
                  CORPORATION****(A
                  DEVELOPMENT STAGE COMPANY)****STATEMENT
                  OF STOCKHOLDERS' EQUITY (NOTE 2)****FOR
                  THE PERIOD FROM INCEPTION (OCTOBER 5, 2006)****THROUGH
                  MARCH 31, 2008****(Unaudited)****Less
                  -**
              
              **(Deficit)****Common**
              
              **Accumulated****Additional**
              
              **Common**
              
              **Stock**
              
              **During
                  the****Common
                  stock**
              
              **Paid-in**
              
              **Stock**
              
              **Subscriptions**
              
              **Development****Description**
              
              **Shares**
              
              **Amount**
              
              **Capital**
              
              **Subscribed**
              
              **Receivable**
              
              **Stage**
              
              **Total****Balance
                  - October 5, 2006**
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Common
                  stock issued to officer at par value
              
              
              100,000
              
              
              10
              
              
              (9
              )
              
              -
              
              
              (1
              )
              
              -
              
              
              -Common
                  stock issued for officer's compensation
              
              
              25,000,000
              
              
              2,500
              
              
              (2,250
              )
              
              -
              
              
              -
              
              
              -
              
              
              250Common
                  stock issued for cash
              
              
              12,600,000
              
              
              1,260
              
              
              30,240
              
              
              -
              
              
              (11,500
              )
              
              -
              
              
              20,000Net
                  (loss) for the period
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (7,207
              )
              
              (7,207
              )**Balance
                  - December 31, 2006**
              
              
              37,700,000
              
              $
              3,770
              
              $
              27,981
              
              $
              -
              
              $
              (11,501
              )
              $
              (7,207
              )
              $
              13,043Payment
                  of common stock subscription
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              11,501
              
              
              -
              
              
              11,501Common
                  stock issued for cash
              
              
              7,400,000
              
              
              740
              
              
              17,760
              
              
              -
              
              
              -
              
              
              -
              
              
              18,500Common
                  stock issued for cash
              
              
              16,300,000
              
              
              1,630
              
              
              63,570
              
              
              -
              
              
              -
              
              
              -
              
              
              65,200Common
                  stock issued for services
              
              
              100,000
              
              
              10
              
              
              10,490
              
              
              -
              
              
              -
              
              
              -
              
              
              10,500Common
                  stock subscribed- 2,621,666 shares
              
              
              -
              
              
              -
              
              
              -
              
              
              393,250
              
              
              (15,000
              )
              
              -
              
              
              378,250Net
                  (loss) for the period
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (82,037
              )
              
              (82,037
              )**Balance
                  - December 31, 2007**
              
              
              61,500,000
              
              $
              6,150
              
              $
              119,801
              
              $
              393,250
              
              $
              (15,000
              )
              $
              (89,244
              )
              $
              414,957Common
                  stock subscription proceeds received
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              15,000
              
              
              -
              
              
              15,000Common
                  stock subscribed- 4,015,004 shares
              
              
              -
              
              
              -
              
              
              -
              
              
              602,250
              
              
              -
              
              
              -
              
              
              602,250Common
                  stock issued from subscribed shares
              
              
              3,950,000
              
              
              395
              
              
              592,305
              
              
              (592,500
              )
              
              -
              
              
              -
              
              
              200Net
                  (loss) for the period
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (38,785
              )
              
              (38,785
              )**Balance
                  - March 31, 2008**
              
              
              65,450,000
              
              $
              6,545
              
              $
              712,106
              
              $
              403,000
              
              $
              -
              
              $
              (128,029
              )
              $
              993,622
  The
        accompanying notes to the financial statements are
 an
        integral part of this statement.
 
 F-4
 **PCMT
                  CORPORATION****(A
                  DEVELOPMENT STAGE COMPANY)****STATEMENTS
                  OF CASH FLOWS (NOTE 2)****FOR
                  THE THREE MONTHS ENDED MARCH 31, 2008, 2007, AND****CUMULATIVE
                  FROM INCEPTION (OCTOBER 5, 2006)****THROUGH
                  MARCH 31, 2008****(Unaudited)****Three-Months**
              
              **Three-Months****Ended**
              
              **Ended**
              
              **Cumulative****March
                  31,**
              
              **March
                  31,**
              
              **From****2008**
              
              **2007**
              
              **Inception****Operating
                  Activities:**Net
                  (loss)
              
              $
              (38,785
              )
              $
              (7,593
              )
              $
              (128,029
              )Adjustments
                  to reconcile net (loss) to net cash(used
                  in) operating activities:Common
                  stock issued for officers' compensation
              
              
              -
              
              
              -
              
              
              250Changes
                  in net liabilities-Security
                  deposit
              
              
              -
              
              
              -
              
              
              (500
              )Accounts
                  payable - Trade
              
              
              (6,900
              )
              
              (136
              )
              
              500Accrued
                  liabilities
              
              
              4,635
              
              
              -
              
              
              13,160Accrued
                  officer's salary
              
              
              (2,000
              )
              
              -
              
              
              3,000Accrued
                  office rent - Related party
              
              
              900
              
              
              900
              
              
              5,352**Net
                  Cash (Used in) Operating Activities**
              
              
              (42,150
              )
              
              (6,829
              )
              
              (106,267
              )**Investing
                  Activities:**Cash
                  provided by investing activities
              
              
              -
              
              
              -
              
              
              -**Net
                  Cash Provided by Investing Activities**
              
              
              -
              
              
              -
              
              
              -**Financing
                  Activities:**Issuance
                  of common stock for cash
              
              
              617,450
              
              
              29,000
              
              
              1,121,401Deferred
                  acquisition costs
              
              
              (107,000
              )
              
              -
              
              
              (182,500
              )Due
                  from Related Party - SDS
              
              
              (8,000
              )
              
              -
              
              
              (8,000
              )Due
                  to Director and stockholder
              
              
              -
              
              
              -
              
              
              200**Net
                  Cash Provided by Financing Activities**
              
              
              502,450
              
              
              29,000
              
              
              931,101**Net
                  Increase (Decrease) in Cash**
              
              
              460,300
              
              
              22,171
              
              
              824,834**Cash
                  - Beginning of Period**
              
              
              364,534
              
              
              13,595
              
              
              -**Cash
                  - End of Period**
              
              $
              824,834
              
              $
              35,766
              
              $
              824,834**Supplemental
                  Disclosure of Cash Flow Information:**Cash
                  paid during the period for:Interest
              
              $
              -
              
              $
              -
              
              $
              -Income
                  taxes
              
              $
              -
              
              $
              -
              
              $
              -On
                  October 10, 2006, the Company issued 10,000 shares of its common
                  stock
                  toits
                  Director, President, and Treasurer at par value. The transaction
                  was
                  valued at $1.On
                  November 3, 2006, the Company issued 2,500,000 shares of its common
                  stock
                  toits
                  Director and Corporate Secretary at par value for services rendered.
                  Thetransaction
                  was valued at $250.
 The
        accompanying notes to the financial statements are
 an
        integral part of these statements.
  F-5
  **PCMT
              CORPORATION**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **MARCH
              31, 2008, AND 2007**
 **(Unaudited)**
 **1)**  **Summary
        of Significant Accounting Policies**
 
 **** *Basis
        of Presentation and Organization*
 
 PCMT
        Corporation (“PCMT” or the “Company”) is a Delaware corporation in the
        development stage and has not commenced operations. The Company was incorporated
        under the laws of the State of Delaware on October 5, 2006. The proposed
        business plan of the Company is to establish a niche market by building up
        a
        chain of computer stores that provide products and services in Israel, focusing
        on cities with large ultra-orthodox Jewish religious communities, and then
        applying the same model to service similar and other religious communities
        in
        other countries. The accompanying financial statements of PCMT were prepared
        from the accounts of the Company under the accrual basis of
        accounting.
 
 In
        November 2006, the Company began a capital formation activity through a Private
        Placement Offering (“PPO #1”), exempt from registration under the Securities Act
        of 1933, to raise up to $50,000 through the issuance of 20,000,000  (post
        forward stock split) shares of its common stock, par value $0.0001 per share,
        at
        an offering price of $0.0025 per share. As of February 5, 2007, the Company
        had
        received $50,000 in proceeds from PPO #1. The Company also commenced an activity
        to submit a Registration Statement on Form SB-2 to the Securities and Exchange
        Commissions (“SEC”) to register 20,000,000 (post forward stock split) of its
        outstanding shares of common stock on behalf of selling stockholders. The
        Company will not receive any of the proceeds of this registration activity
        once
        the shares of common stock are sold. The Registration Statement on Form SB-2
        was
        filed with the SEC on March 12, 2007, and declared effective on March 29,
        2007.
 
 In
        October 2007, the Company began a second capital formation activity through
        a
        Private Placement Offering (“PPO #2”), exempt from registration under the
        Securities Act of 1933, to raise up to $100,000 through the issuance of
        25,000,000 (post forward stock split) shares of its common stock, par value
        $0.0001 per share, at an offering price of $0.004 per share. PPO #2 has an
        offering period of 180 days. As of December 31, 2007, the Company had subscribed
        16,300,000 (post forward stock split) shares related to PPO #2 to 15 foreign
        investors, resulting in gross proceeds of $65,200.
 
 In
        November 2007, the Company began a third capital formation activity through
        a
        Private Placement Offering (“PPO #3”), exempt from registration under the
        Securities Act of 1933, to raise up to $2,500,000 through the issuance of
        16,666,666 (post forward stock split) units. The purchase price of each unit
        is
        $0.15. Each unit contains one share of common stock, one warrant giving the
        holder the right to purchase one share of common stock for $0.25, which is
        exercisable for one year, and one warrant giving the holder the right to
        purchase one share of common stock for $0.375, which is exercisable for three
        years from the date of issuance. As of March 31, 2008, the Company had
        subscribed 6,636,670 units and had received approximately $995,500 in proceeds
        from PPO #3, and a stock subscription receivable of $403,000. As of May 12,
        2008, the Company had issued 2,686,670 shares of common stock subscribed.
        As of
        May 12, 2008, the Company had subscribed an additional 886,666 units from
        PPO
        #3, issued 666,666 shares of common stock resulting in additional proceeds
        of
        approximately $118,000 and a subscription receivable of $15,000. As of May
        12,
        2008, the Company was continuing with PPO #3.
 
 F-6
 **PCMT
              CORPORATION**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **MARCH
              31, 2008, AND 2007**
 **(Unaudited)**
 *Unaudited
        Interim Financial Statements*
 
 The
        interim financial statements of the Company as of March 31, 2008, and for
        the
        three months ended March 31, 2008, and 2007, and cumulative from inception,
        are
        unaudited. However, in the opinion of management, the interim financial
        statements include all adjustments, consisting only of normal recurring
        adjustments, necessary to present fairly the Company’s financial position as of
        March 31, 2008, and the results of its operations and its cash flows for
        the
        three months ended March 31, 2008, and 2007, and cumulative from inception.
        These results are not necessarily indicative of the results expected for
        the
        calendar year ending December 31, 2008. The accompanying financial statements
        and notes thereto do not reflect all disclosures required under accounting
        principles generally accepted in the United States of America. Refer to PCMT’s
        audited financial statements as of December 31, 2007, filed with the SEC
        for
        additional information, including significant accounting policies.
 
 *Cash
        and Cash Equivalents*
 
 For
        purposes of reporting within the statement of cash flows, the Company considers
        all cash on hand, cash accounts not subject to withdrawal restrictions or
        penalties, and all highly liquid debt instruments purchased with a maturity
        of
        three months or less to be cash and cash equivalents.
 
 *Revenue
        Recognition*
 
 The
        Company is in the development stage and has yet to realize revenues from
        operations. Once the Company has commenced operations, it will recognize
        revenues when delivery of goods or completion of services has occurred provided
        there is persuasive evidence of an agreement, acceptance has been approved
        by
        its customers, the fee is fixed or determinable based on the completion of
        stated terms and conditions, and collection of any related receivable is
        probable.
  *Loss
        per Common Share*
 
 Basic
        loss per share is computed by dividing the net loss attributable to the common
        stockholders by the weighted average number of shares of common stock
        outstanding during the periods. Diluted loss per share is computed similar
        to
        basic loss per share except that the denominator is increased to include
        the
        number of additional common shares that would have been outstanding if the
        potential common shares had been issued and if the additional common shares
        were
        dilutive. There were no dilutive financial instruments issued or outstanding
        for
        the year then ended December 31, 2007.
 
 F-7
 **PCMT
              CORPORATION**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **MARCH
              31, 2008, AND 2007**
 **(Unaudited)**
 *Income
        Taxes*
 
 The
        Company accounts for income taxes pursuant to SFAS No. 109, “ *Accounting
        for Income Taxes”* (“SFAS
        No. 109”). Under SFAS No. 109, deferred tax assets and liabilities are
        determined based on temporary differences between the bases of certain assets
        and liabilities for income tax and financial reporting purposes. The deferred
        tax assets and liabilities are classified according to the financial statement
        classification of the assets and liabilities generating the
        differences.
 
 The
        Company maintains a valuation allowance with respect to deferred tax assets.
        The
        Company establishes a valuation allowance based upon the potential likelihood
        of
        realizing the deferred tax asset and taking into consideration the Company’s
        financial position and results of operations for the current period. Future
        realization of the deferred tax benefit depends on the existence of sufficient
        taxable income within the carryforward period under the Federal tax
        laws.
 
 Changes
        in circumstances, such as the Company generating taxable income, could cause
        a
        change in judgment about the realizability of the related deferred tax asset.
        Any change in the valuation allowance will be included in income in the year
        of
        the change in estimate.
 
 *Fair
        Value of Financial Instruments*
 
 The
        Company estimates the fair value of financial instruments using the available
        market information and valuation methods. Considerable judgment is required
        in
        estimating fair value. Accordingly, the estimates of fair value may not be
        indicative of the amounts the Company could realize in a current market
        exchange. As of March 31, 2008, the carrying value of accounts payable, accrued
        liabilities, accrued office rent - related party, and a loan from a Director
        and
        stockholder approximated fair value due to the short-term nature and maturity
        of
        these instruments.
 
 *Deferred
        Offering Costs*
 
 The
        Company defers as other assets the direct incremental costs of raising capital
        until such time as the offering is completed. At the time of the completion
        of
        the offering, the costs are charged against the capital raised. Should the
        offering be terminated, deferred offering costs are charged to operations
        during
        the period in which the offering is terminated.
 
 *Deferred
        Acquisition Costs*
 
 The
        Company defers as other assets the direct incremental costs of acquiring
        a
        company until such time as the acquisition is completed. At the time of the
        completion of the acquisition, the costs are charged against the goodwill
        of the
        acquired company. Should the acquisition be terminated, deferred acquisition
        costs are charged to operations during the period in which the agreement
        is
        terminated. As of March 31, 2008, the Company had a balance of $182,500 of
        deferred acquisition costs.
 
 F-8
 **PCMT
              CORPORATION**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **MARCH
              31, 2008, AND 2007**
 **(Unaudited)**
 *Concentration
        of Risk*
 
 As
        of
        March 31, 2008, the Company maintained its cash account at one commercial
        bank.
        The balance in the account was subject to FDIC coverage.
  *Common
        Stock Registration Expenses*
 
 The
        Company considers incremental costs and expenses related to the registration
        of
        equity securities with the SEC, whether by contractual arrangement as of
        a
        certain date or by demand, to be unrelated to original issuance transactions.
        As
        such, subsequent registration costs and expenses are reflected in the
        accompanying financial statements as general and administrative expenses,
        and
        are expensed as incurred.
 
 *Lease
        Obligations*
 
 All
        noncancellable leases with an initial term greater than one year are categorized
        as either capital or operating leases. Assets recorded under capital leases
        are
        amortized according to the methods employed for property and equipment or
        over
        the term of the related lease, if shorter.
 
 *Estimates*
 
 The
        financial statements are prepared on the basis of accounting principles
        generally accepted in the United States of America. The preparation of financial
        statements in conformity with generally accepted accounting principles requires
        management to make estimates and assumptions that affect the reported amounts
        of
        assets and liabilities as of March 31, 2008, and expenses for the three months
        ended March 31, 2008, and cumulative from inception. Actual results could
        differ
        from those estimates made by management.
  **(2)**  **Development
        Stage Activities and Going Concern**
 
 The
        Company is currently in the development stage, and has no operations. The
        proposed business plan of the Company is to establish a niche market by building
        up a chain of computer stores that provide products and services in Israel,
        focusing on cities with large ultra-orthodox Jewish religious communities,
        and
        then applying the same model to service similar and other religious communities
        in other countries.
 
 During
        the period from inception (October 5, 2006) through March 31, 2008, the Company
        was incorporated, received initial working capital through a loan from a
        Director and stockholder, and commenced a capital formation activity through
        PPO
        #1, exempt from registration under the Securities Act of 1933, to raise up
        to
        $50,000 through the issuance of 20,000,000  (post
        forward stock split) shares of its common stock, par value $0.0001 per share,
        at
        an offering price of $0.0025 per share. As of February 5, 2007, the Company
        had
        received $50,000 in proceeds from PPO #1. The Company also commenced an activity
        to submit a Registration Statement on Form SB-2 to the SEC to register
        20,000,000 (post forward stock split) of its outstanding shares of common
        stock
        on behalf of selling stockholders. The Company will not receive any of the
        proceeds of this registration activity once the shares of common stock are
        sold.
        The Registration Statement on Form SB-2 was filed with the SEC on March 12,
        2007, and declared effective on March 29, 2007.
 
 F-9
 **PCMT
              CORPORATION**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **MARCH
              31, 2008, AND 2007**
 **(Unaudited)**
 In
        October 2007, the Company began a second capital formation activity through
        PPO
        #2, exempt from registration under the Securities Act of 1933, to raise up
        to
        $100,000 through the issuance of 25,000,000 (post forward stock split) shares
        of
        its common stock, par value $0.0001 per share, at an offering price of $0.004
        per share. PPO #2 has an offering period of 180 days. As of December 31,
        2007,
        the Company had subscribed 16,300,000 (post forward stock split) shares related
        to PPO #2 to 15 foreign investors, resulting in gross proceeds of $65,200.
 
 In
        November 2007, the Company began a third capital formation activity through
        PPO
        #3, exempt from registration under the Securities Act of 1933, to raise up
        to
        $2,500,000 through the issuance of 16,666,666 (post forward stock split)
        units.
        The purchase price of each unit is $0.15. Each unit contains one share of
        common
        stock, one warrant giving the holder the right to purchase one share of common
        stock for $0.25, which is exercisable for one year, and one warrant giving
        the
        holder the right to purchase one share of common stock for $0.375, which
        is
        exercisable for three years from the date of issuance. As of March 31, 2008,
        the
        Company had subscribed 6,636,670 units and had received approximately $995,500
        in proceeds from PPO #3, and a stock subscription receivable of $403,000.
        As of
        May 12, 2008, the Company had issued 2,686,670 shares of common stock
        subscribed. As of May 12, 2008, the Company had subscribed an additional
        886,666
        units from PPO #3, issued 666,666 shares of common stock resulting in additional
        proceeds of approximately $118,000 and a subscription receivable of $15,000.
        As
        of May 12, 2008, the Company was continuing with the Private Placement
        Offering.
 
 The
        accompanying financial statements have been prepared in conformity with
        accounting principles generally accepted in the United States of America,
        which
        contemplate continuation of the Company as a going concern. The Company has
        not
        established any source of revenue to cover its operating costs, and as such,
        has
        incurred an operating loss since inception. Further, as of March 31, 2008,
        the
        cash resources of the Company were insufficient to meet its current business
        plan. These and other factors raise substantial doubt about the Company’s
        ability to continue as a going concern. The accompanying financial statements
        do
        not include any adjustments to reflect the possible future effects on the
        recoverability and classification of assets or the amounts and classification
        of
        liabilities that may result from the possible inability of the Company to
        continue as a going concern.
 
 **(3)**  **Loan
        from Director and Stockholder**
 
 As
        of
        March 31, 2008, a loan from an individual who is a Director, officer, and
        stockholder of the Company amounted to $200. The loan was provided for working
        capital purposes, and is unsecured, non-interest bearing, and has no terms
        for
        repayment.
 
 **(4)**  **Appointment
        of Officers**
 
 On
        October 18, 2007, the Company appointed an individual as Chief Financial
        Officer
        (“CFO”). On October 23, 2007, an employment agreement was entered into with the
        CFO. This agreement provides that the CFO will receive a base salary of $3,000
        per quarter and $5,000 per annual audit. This agreement is effective until
        the
        next annual general meeting of the stockholders of the Company or until his
        successor is elected or appointed.
 
 F-10
 **PCMT
              CORPORATION**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **MARCH
              31, 2008, AND 2007**
 **(Unaudited)**
 On
        January 23, 2008, the Company appointed an individual as Treasurer. This
        office
        will be held by the individual until the next annual general meeting of the
        stockholders of the Company or until a successor is elected or appointed.
 
 **(5)**  **Common
        Stock**
 
 On
        October 10, 2006, the Company issued 100,000 (post forward stock split) shares
        of its common stock to its Director, President, and Treasurer at par value.
        The
        transaction was valued at $1.
  On
        November 3, 2006, the Company issued 25,000,000 (post forward stock split)
        of
        its common stock to its Director and Corporate Secretary for services rendered.
        The transaction was valued at the par value of the common stock, or
        $250.
 
 On
        November 5, 2006, the Board of Directors of the Company approved PPO #1,
        exempt
        from registration under the Securities Act of 1933, to raise up to $50,000
        through the issuance of 20,000,000 (post forward stock split) shares of its
        common stock, par value $0.0001 per share, at an offering price of $0.0025
        per
        share. The PPO #1 had an offering period of 180 days. As of February 5, 2007,
        the Company had received cash proceeds from the PPO #1 amounting to $50,000
        related to the issuance of 2,000,000 shares of common stock.
  The
        Company also commenced an activity to submit a Registration Statement on
        Form
        SB-2 to the SEC to register 20,000,000 (post forward stock split) of its
        outstanding shares of common stock on behalf of selling stockholders. The
        Company will not receive any of the proceeds of this registration activity
        once
        the shares of common stock are sold. The Registration Statement on Form SB-2
        was
        filed with the SEC on March 12, 2007, and declared effective on March 29,
        2007.
 
 In
        October 2007, the Company began a second capital formation activity through
        PPO
        #2, exempt from registration under the Securities Act of 1933, to raise up
        to
        $100,000 through the issuance of 25,000,000 (post forward stock split) shares
        of
        its common stock, par value $0.0001 per share, at an offering price of $0.004
        per share. The PPO #2 has an offering period of 180 days. As of December
        31,
        2007, the Company had subscribed 16,300,000 (post forward stock split) shares
        related to the PPO #2 to 15 foreign investors, resulting in gross proceeds
        of
        $65,200.
 
 In
        November 2007, the Company began a third capital formation activity through
        a
        PPO #3, exempt from registration under the Securities Act of 1933, to raise
        up
        to $2,500,000 through the issuance of 16,666,666 units. The purchase price
        of
        each unit is $0.15. Each unit contains one share of common stock, one warrant
        giving the holder the right to purchase one share of common stock for $0.25,
        which is exercisable for one year, and one warrant giving the holder the
        right
        to purchase one share of common stock for $0.375, which is exercisable for
        three
        years from the date of issuance. As of March 31, 2008, the Company had
        subscribed 6,636,670 units and had received approximately $995,500 in proceeds
        from PPO #3, and a stock subscription receivable of $403,000. As of May 12,
        2008, the Company had issued 2,686,670 shares of common stock subscribed.
        As of
        May 12, 2008, the Company had subscribed an additional 886,666 units from
        PPO
        #3, issued 666,666 shares of common stock resulting in additional proceeds
        of
        approximately $118,000 and a subscription receivable of $15,000. As of May
        12,
        2008, the Company was continuing with the Private Placement
        Offering.
 
 F-11
 **PCMT
              CORPORATION**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **MARCH
              31, 2008, AND 2007**
 **(Unaudited)**
 On
        November 14, 2007, the Company notified the NASD of its intention to implement
        a
        10-for-1 forward stock split of its issued and outstanding common stock to
        the
        holders of record as of November 23, 2007. Such forward stock split was
        effective as of November 26, 2007. The accompanying financial statements
        and
        related notes thereto have been adjusted accordingly to reflect this forward
        stock split.
 
 On
        December 5, 2007, the Company entered into a written commitment with a
        third-party attorney to provide legal services and assistance with required
        SEC
        filings. As part of this agreement, the Company issued to the attorney 100,000
        (post forward stock split) shares of common stock on said date valued at
        $10,500.
 
 **(6)**  **Income
        Taxes**
 
 The
        provision (benefit) for income taxes for the three months ended March 31,
        2008,
        was as follows (assuming a 23% effective tax rate):
 **Three-Months****Ended****March
                    31,****2008**Current
                    Tax Provision:Federal-Taxable
                    income
                
                $
                -Total current tax provision
                
                $
                -Deferred
                    Tax Provision:Federal-Loss
                    carryforwards
                
                $
                8,921Change
                    in valuation allowance
                
                
                (8,921
                )Total deferred tax provision
                
                $
                -
  F-12
 **PCMT
                CORPORATION**
 **NOTES
                TO FINANCIAL STATEMENTS**
 **MARCH
                31, 2008, AND 2007**
 **(Unaudited)**
 The
        Company had deferred income tax assets as of March 31, 2008, as
        follows:
 **2008**Loss
                    carryforwards
                
                $
                29,447Less
                    - Valuation allowance
                
                
                (29,447
                )Total net deferred tax assets
                
                $
                -
 The
        Company provided a valuation allowance equal to the deferred income tax assets
        for the three months ended March 31, 2008, because it is not presently known
        whether future taxable income will be sufficient to utilize the loss
        carryforwards.
 
 As
        of
        March 31, 2008, the Company had approximately $128,029 in tax loss carryforwards
        that can be utilized in future periods to reduce taxable income, and expire
        in
        the year 2027.
 
 **(7)**  **Related
        Party Transactions**
 
 As
        described in Note 3, as of December 31, 2007, the Company owed $200 to an
        individual who is a Director, President, Treasurer, and stockholder of the
        Company.
 
 As
        described in Note 5, the Company has issued 100,000 (post forward stock split)
        shares of its common stock to its Director, President, and Treasurer at par
        value. The transaction was valued at $1.
 
 As
        described in Note 5, the Company entered into a transaction with an officer
        and
        Director of the Company for his services, and issued a total of 25,000,000
        (post
        forward stock split) shares of its common stock at a value of $250.
 
 Effective
        October 5, 2006, the Company entered into a verbal agreement with an individual
        who is a former Director and President, and currently Treasurer
        and stockholder of the Company to lease 250 square feet of office space for
        operations in Jerusalem, Israel. The monthly lease rental amount is $300,
        and
        the term of the lease arrangement is month-to-month. As of March 31, 2008,
        the
        Company had accrued $5,352 in office rent expense related to the lease.
 
 **(8)**  **Commitments**
 
 As
        discussed in Note 7, the Company entered into a verbal agreement for the
        lease
        of office space on a month-to-month basis with an individual who is a Director,
        officer, and stockholder of the Company. The monthly lease amount is
        $300.
 
 As
        discussed in Note 4, on October 18, 2007, the Company appointed an individual
        as
        CFO. On October 23, 2007, an employment agreement was entered into with the
        CFO.
        This agreement provides that the CFO will receive a base salary of $3,000
        per
        calendar quarter and $5,000 per annual audit. The employment agreement is
        effective until the next annual general meeting of the stockholders of the
        Company or until his successor is elected or appointed.
 
 F-13
 **PCMT
              CORPORATION**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **MARCH
              31, 2008, AND 2007**
 **(Unaudited)**
 As
        discussed in Note 5, on December 5, 2007, the Company entered into a written
        commitment with a third-party attorney to provide legal services and assistance
        with required SEC filings. Legal services under the arrangement principally
        commenced during the period ended December 31, 2007. The attorney will receive
        $3,000 per month and miscellaneous reimbursement of expenses incurred on
        the
        Company’s behalf.
 
 **(9)**  **Business
        Combination**
 
 On
        October 18, 2007, the Company entered into a Letter Agreement with Suspect
        Detection Systems Ltd., an Israeli Corporation (“SDS”). The Letter Agreement
        allows the Company to conduct a due diligence review of SDS and its technology
        for the purpose of entering into a future business combination transaction
        on
        terms and conditions to be negotiated. As part of the Letter Agreement, the
        Company committed to raise $1,500,000 and agreed to advance proceeds of $60,000
        to SDS. As of December 31, 2007, the Company had paid the $60,000 to SDS.
        In
        January 2008, the Company and SDS amended the Letter Agreement such that
        the
        Company agreed to advance SDS $30,000 each month commencing January 2008,
        until
        the consummation or termination of the Letter Agreement. The amount of $60,000
        previously paid by the Company to SDS as well as each monthly payment of
        $30,000
        will reduce the $1,500,000 which the Company has committed to raise. During
        the
        three-month period ended March 31, 2008, the Company paid to SDS an additional
        $90,000. As of March 31, 2008, the Company had paid to SDS a total of $150,000
        related to the due diligence review and Amended Letter Agreement.
 
 On
        November 14, 2007, the Company entered into a Letter of Intent with SDS,
        pursuant to which the Company intends to acquire all of the issued and
        outstanding capital stock of SDS. As consideration for the acquisition, the
        Company will issue to the stockholders of SDS no less than 28,600,000 (post
        forward stock split) shares of the Company’s common stock, or such number of
        shares of the Company’s common stock representing not less than 31% of the
        Company’s issued and outstanding shares of common stock at the time of closing.
        The closing of the transaction will take place after the Company has raised
        a
        minimum of $500,000 from PPO #3. The Company has also agreed to pay up to
        $20,000 in accounting fees to obtain Israel Tax Authority approval of the
        transaction, and up to $15,000 in legal fees. As of March 31, 2008, the Company
        had paid $12,500 in legal fees, and $20,000 in accounting fees in addition
        to
        the $150,000 described above. During the three months ended March 31, 2008,
        the
        Company paid $8,000 on behalf of SDS for additional accounting expenses.
        As of
        March 31, 2008, the Company had a receivable from SDS for the amount of $8,000
        related to the extra accounting fees.
 
 On
        April
        30, 2008, the Company entered into a Share Exchange Agreement (the “Agreement”)
        between the Company and SDS. See Note 11 for additional
        information.
 
 **(10)**  **Recent
        Accounting Pronouncements**
  In
        February 2007, the FASB issued SFAS No. 159, “ *The
        Fair Value Option for Financial Assets and Financial Liabilities - Including
        an
        amendment of FASB Statement No. 115* ”
(“SFAS
        No. 159”), which permits entities to measure many financial instruments and
        certain other items at fair value that are not currently required to be measured
        at fair value. An entity would report unrealized gains and losses on items
        for
        which the fair value option has been elected in earnings at each subsequent
        reporting date. The objective is to improve financial reporting by providing
        entities with the opportunity to mitigate volatility in reported earnings
        caused
        by measuring related assets and liabilities differently without having to
        apply
        complex hedge accounting provisions. The decision about whether to elect
        the
        fair value option is applied instrument by instrument, with a few exceptions;
        the decision is irrevocable; and it is applied only to entire instruments
        and
        not to portions of instruments. SFAS No. 159 requires disclosures that
        facilitate comparisons (a) between entities that choose different measurement
        attributes for similar assets and liabilities and (b) between assets and
        liabilities in the financial statements of an entity that selects different
        measurement attributes for similar assets and liabilities. SFAS No. 159 is
        effective for financial statements issued for fiscal years beginning after
        November 15, 2007. Early adoption is permitted as of the beginning of a fiscal
        year, provided the entity also elects to apply the provisions of SFAS No.
        157.
        Upon implementation, an entity shall report the effect of the first
        re-measurement to fair value as a cumulative-effect adjustment to the opening
        balance of retained earnings. Since the provisions of SFAS No. 159 are applied
        prospectively, any potential impact will depend on the instruments selected
        for
        fair value measurement at the time of implementation. The management of the
        Company does not believe that this new pronouncement will have a material
        impact
        on its financial statements.
 
 F-14
 **PCMT
              CORPORATION**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **MARCH
              31, 2008, AND 2007**
 **(Unaudited)**
 In
        December 2007, the FASB issued SFAS No. 141R, “ *Business
        Combinations - Revised 2007* ”
(“SFAS
        No. 141R”), which replaces FASB Statement No. 141, “ *Business
        Combinations* .”
SFAS
        No. 141R ** establishes
        principles and requirements intending to improve the relevance, representational
        faithfulness, and comparability of information that a reporting entity provides
        in its financial reports about a business combination and its effects. This
        is
        accomplished through requiring the acquirer to recognize assets acquired
        and
        liabilities assumed arising from contractual contingencies as of the acquisition
        date, measured at their acquisition-date fair values. This includes contractual
        contingencies only if it is more likely than not that they meet the definition
        of an asset of a liability in FASB Concepts Statement No. 6, “ *Elements
        of Financial Statements* - *a
        replacement of FASB Concepts Statement No. 3.* ” ** This
        statement also requires the acquirer to recognize goodwill as of the acquisition
        date, measured as a residual. However, this statement improves the way in
        which
        an acquirer’s obligations to make payments conditioned on the outcome of future
        events are recognized and measured, which in turn improves the measure of
        goodwill. This statement also defines a bargain purchases as a business
        combination in which the total acquisition-date fair value of the consideration
        transferred plus any noncontrolling interest in the acquiree, and it requires
        the acquirer to recognize that excess in earnings as a gain attributable
        to the
        acquirer. This, therefore, improves the representational faithfulness and
        completeness of the information provided about both the acquirer’s earnings
        during the period in which it makes a bargain purchase and the measures of
        the
        assets acquired in the bargain purchase. The Company does not expect the
        adoption of this pronouncement to have a material impact on its financial
        statements.
  In
        December 2007, the FASB issued SFAS No. 160, “ *Noncontrolling
        Interests in Consolidated Financial Statements - an amendment of ARB No.
        51* ”
(“SFAS
        No. 160”), ** which
        establishes accounting and reporting standards to improve the relevance,
        comparability, and transparency of financial information in its consolidated
        financial statements. This is accomplished by requiring all entities, except
        not-for-profit organizations, that prepare consolidated financial statements
        to
        (a) clearly identify, label, and present ownership interests in subsidiaries
        held by parties other than the parent in the consolidated statement of financial
        position within equity, but separate from the parent’s equity; (b) clearly
        identify and present both the parent’s and the noncontrolling interest’s
        attributable consolidated net income on the face of the consolidated statement
        of income; (c) consistently account for changes in parent’s ownership interest
        while the parent retains it controlling financial interest in subsidiary
        and for
        all transactions that are economically similar to be accounted for similarly;
        (d) measure of any gain, loss, or retained noncontrolling equity at fair
        value
        after a subsidiary is deconsolidated; and (e) provide sufficient disclosures
        that clearly identify and distinguish between the interests of the parent
        and
        the interests of the noncontrolling owners. This Statement also clarifies
        that a
        noncontrolling interest in a subsidiary is an ownership interest in the
        consolidated entity that should be reported as equity in the consolidated
        financial statements. SFAS No. 160 is effective for fiscal years and interim
        periods on or after December 15, 2008. The management of the Company does
        not
        expect the adoption of this pronouncement to have a material impact on its
        financial statements.
 
 F-15
 **PCMT
              CORPORATION**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **MARCH
              31, 2008, AND 2007**
 **(Unaudited)**
 In
        March
        2008, the FASB issued FASB Statement No. 161, *“Disclosures
        about Derivative Instruments and Hedging Activities - an amendment of FASB
        Statement 133”* (“SFAS
        No. 161”). SFAS No. 161 enhances required disclosures regarding derivatives and
        hedging activities, including enhanced disclosures regarding how: (a) an
        entity
        uses derivative instruments; (b) derivative instruments and related hedged
        items
        are accounted for under SFAS No. 133, *“Accounting
        for Derivative Instruments and Hedging Activities”* ;
        and (c)
        derivative instruments and related hedged items affect an entity’s financial
        position, financial performance, and cash flows. Specifically, SFAS No. 161
        requires:
 
 ●
              Disclosure
                  of the objectives for using derivative instruments be disclosed
                  in terms
                  of underlying risk and accounting
                  designation;
 ●
              Disclosure
                  of the fair values of derivative instruments and their gains and
                  losses in
                  a tabular format;
 ●
              Disclosure
                  of information about credit-risk-related contingent features;
                  and
 ●
              Cross-reference
                  from the derivative footnote to other footnotes in which
                  derivative-related information is
                  disclosed.
 
 SFAS
        No.
        161 is effective for fiscal years and interim periods beginning after November
        15, 2008. Earlier application is encouraged. The management of the Company
        does
        not expect the adoption of this pronouncement to have a material impact on
        its
        financial statements.
 
 **(11)**  **Subsequent
        Events**
 
 On
        April
        10, 2008, the Company issued 2,686,670 shares of common stock from common
        stock
        previously subscribed.
 
 On
        April
        30, 2008, the Company entered into a Share Exchange Agreement between the
        Company and SDS. Pursuant to the Agreement, the Company will acquire on the
        closing date of the Agreement 100 percent of the outstanding capital stock
        of
        SDS (1,170,295 shares), in exchange for 21,768,032 newly issued shares of
        its
        common stock, and options to purchase 6,831,968 shares of its common stock
        at an
        exercise price of $0.0001 per share at any time on or before the tenth
        anniversary of issuance of the Company’s options. The parties agreed that the
        fair value of the transaction was $4,290,000. On the closing date of the
        Agreement, SDS will become a wholly owned subsidiary of the Company. As a
        result
        of the Agreement, the stockholders of SDS will become the beneficial owners
        of
        approximately 31 percent of the Company’s outstanding common stock on the
        closing date of the Agreement.
 
 F-16
 **PCMT
              CORPORATION**
 **NOTES
              TO FINANCIAL STATEMENTS**
 **MARCH
              31, 2008, AND 2007**
 **(Unaudited)**
 On
        April
        30, 2008, Mr. Bernstein resigned as the Company’s Secretary. Mr. Zwebner was
        appointed as the Company’s interim Chief Executive Officer. Also on April 30,
        2008, Mr. Kohen resigned as Director of the Company.
 
 On
        April
        30, 2008, the Company subscribed and issued an additional 666,666 shares
        of
        common stock from PPO #3.
 
 On
        May 5,
        2008, Mr. Kohen resigned as President of the Company.
 
 F-17
  **PART
        II**


**OTHER
      INFORMATION**





**Item
                2.**
            **Management’s
                Discussion and Analysis of Financial Condition or Plan of
                Operations****.**





As
      used
      in this Form 10-Q, references to the “PCMT,” “the Company,” “we,” “our,” or “us”
refer to PCMT Corporation unless the context otherwise indicates.





**Forward-Looking
      Statements**





The
      following discussion should be read in conjunction with our financial
      statements, which are included elsewhere in this Quarterly Report on Form 10-Q
      (this “Report”). This Report contains forward-looking statements which relate to
      future events or our future financial performance. In some cases, you can
      identify forward-looking statements by terminology such as “may,” “should,”
“expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,”
“potential,” or “continue” or the negative of these terms or other comparable
      terminology. These statements are only predictions and involve known and unknown
      risks, uncertainties, and other factors that may cause our or our industry’s
      actual results, levels of activity, performance, or achievements to be
      materially different from any future results, levels of activity, performance,
      or achievements expressed or implied by these forward-looking
      statements.





For
      a
      description of such risks and uncertainties refer to our Annual Report on Form
      10-KSB, as filed with the Securities and Exchange Commission on March 13, 2008.
      While these forward-looking statements, and any assumptions upon which they
      are
      based, are made in good faith and reflect our current judgment regarding the
      direction of our business, actual results will almost always vary, sometimes
      materially, from any estimates, predictions, projections, assumptions, or other
      future performance suggested herein. Except as required by applicable law,
      including the securities laws of the United States, we do not intend to update
      any of the forward-looking statements to conform these statements to actual
      results.





**Corporate
      Background**





We
      were
      incorporated in the State of Delaware under the name PCMT Corporation on October
      5, 2006, to engage in any lawful corporate undertaking. We are a development
      stage company and have not generated any revenues or commenced operations.
      Our
      initial intent was to focus on offering computer hardware and software products
      to religious consumers, with an emphasis on ultra-orthodox Jewish communities
      in
      Israel. On April 30, 2008, we executed a share purchase agreement providing,
      among other things, that at closing we will issue 21,768,032 shares of our
      common stock and options to purchase up to 6,831,968 additional shares to the
      owners of Suspect Detection Systems, Ltd. (“SDS”), an Israeli corporation that
      specializes in the development and application of proprietary technologies
      for
      law enforcement and border control. Upon consummation of the transactions
      contemplated by the share purchase agreement, SDS will become our wholly-owned
      subsidiary.


4


We
      do not
      currently have sufficient capital to fund the development and marketing of
      SDS’s
      products. We hope to raise not less than $1,500,000 before December 1, 2008,
      though the issuance of equity securities in private placements. However, there
      can be no assurance that we will be able to raise such funds. Furthermore,
      if we
      are not successful in raising this amount the agreement with SDS provides that
      additional shares of our common stock, which are beneficially owned by Yosef
      Nachum Bernstein, will be deposited in escrow at the closing. If the funds
      are
      not raised by a certain date, all or a portion of said shares will be
      transferred to the former owners of SDS.





This
      description of the share purchase agreement does not purport to be complete
      and
      is qualified in its entirety by reference to the share purchase agreement,
      which
      was filed as an Exhibit 10.6 to our Current Report on Form 8-K filed on May
      6,
      2008, and is incorporated herein by reference.




**Plan
      of Operation**





Within
      the next 12 months, the Company intends to complete the acquisition of SDS
      and
      raise the funds required in order to fund the development and marketing of
      SDS’s
      products.




**Going
      Concern Consideration**





We
      are a
      development stage company with no operations and no revenues. Our registered
      independent auditors have issued a going concern opinion. This means that our
      registered independent auditors believe there is substantial doubt that we
      can continue as an on-going business for the next 12 months. We do not
      anticipate that we will generate significant revenues until we have completed
      our business plan to open computer retail stores in several religious
      communities and have generated revenues from such stores. Accordingly, we must
      raise additional capital from sources other than our operations in order to
      implement our business plan. Our
      registered independent auditors included an explanatory paragraph in their
      report on the accompanying financial statements regarding concerns about our
      ability to continue as a going concern. Our financial statements contain
      additional note disclosures describing the circumstances that lead to this
      disclosure by our registered independent auditors.





**Liquidity
      and Capital Resources**




In
      the
      event we consummate the transaction with SDS, we will require approximately
      $1
      million for the next 12 months of operations.




As
      at
      March 31, 2008, we had $824,834 available in cash. We expect to incur a minimum
      of $1.5 million in expenses during the next 12 months of operations.





The
      Company is continuing to raise equity from investors, however there can be
      no assurance that additional capital will be available to us. We currently
      have
      no agreements, arrangements, or understandings with any person to obtain funds
      through bank loans, lines of credit, or any other sources. Since we have no
      such
      arrangements or plans currently in effect, our inability to raise funds for
      a
      marketing program will have a severe negative impact on our ability to remain
      a
      viable company.


5


**Off
      Balance Sheet Arrangements**





We
      do not
      have any off-balance sheet arrangements that have or are reasonably likely
      to
      have a current or future effect on our financial condition, changes in financial
      condition, revenues or expenses, results of operations, liquidity, capital
      expenditures, or capital resources that are material to investors.





**Item
      3. Quantitative and Qualitative Disclosure About Market
      Risk.**





Smaller
      reporting companies are not required to provide the information required by
      Item
      305.





**Item
      4.**  **Controls
      and Procedures.**





**Evaluation
      of Disclosure Controls and Procedures**





Our
      disclosure controls and procedures are designed to ensure that information
      required to be disclosed in reports that we file or submit under the Securities
      Exchange Act of 1934 is recorded, processed, summarized, and reported within
      the
      time periods specified in the rules and forms of the United States Securities
      and Exchange Commission. Our principal executive and financial officer has
      reviewed 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))
      within the end of the period covered by this Quarterly Report on Form 10-Q
      and
      has concluded that the disclosure controls and procedures are effective to
      ensure that material information relating to the Company is recorded, processed,
      summarized, and reported in a timely manner. There were no significant changes
      in our internal controls or in other factors that could significantly affect
      these controls subsequent to the last day they were evaluated by our principal
      executive and financial officer.





**Changes
      in Internal Controls over Financial Reporting**





There
      have been no changes in the Company's internal control over financial reporting
      during the last quarterly period covered by this Report that have materially
      affected, or are reasonably likely to materially affect, the Company's internal
      control over financial reporting.





**PART
      II**


**OTHER
      INFORMATION**





**Item
      1.**  **Legal
      Proceedings.**





There
      are
      no pending legal proceedings to which the Company is a party or in which any
      Director, officer, or affiliate of the Company, any owner of record or
      beneficially of more than 5% of any class of voting securities of the Company,
      or security holder is a party adverse to the Company or has a material interest
      adverse to the Company. The Company’s property is not the subject of any pending
      legal proceedings.


6


**Item
      1A. Risk Factors.**





There
      have been no material changes to the risks to our business described in our
      Annual Report on Form 10-K for the year ended December 31, 2007, filed
      with the SEC on March 13, 2008.





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





**Unregistered
      Sales of Equity Securities**





Reference
      is hereby made to the agreement with SDS referenced in the Management Discussion
      and Analysis Section of this Form 10-Q.





**Purchases
      of equity securities by the issuer and affiliated
      purchasers**





None.





**Item
      3.**  **Defaults
      Upon Senior Securities.**





None.





**Item
      4.**  **Submission
      of Matters to a Vote of Security Holders.**





There
      was
      no matter submitted to a vote of security holders during the fiscal quarter
      ended March 31, 2008.





**Item
      5.**  **Other
      Information.**





There
      are
      no other matters other than as disclosed in the Current Report on Form 8-K
      filed
      with the SEC on May 6, 2008.




**Item
      6.**  **Exhibits**





Exhibit
              No.
            
            Description31.1
            
            Rule
                13a-14(a)/15d14(a) Certification32.1
            
            Section
                1350 Certification


7


**SIGNATURES**





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





**PCMT
                CORPORATION**Dated:
                May 15, 2008
            By:
            /s/
                Asher ZwebnerName:
            Asher
                ZwebnerTitle:
            Interim
                Chief Executive Officer andChief
                Financial Officer


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