10QSB

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 10-QSB

(Mark One)

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

For the quarterly period ended September 30, 2007

or

¨ 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 333-141221

PCMT CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	98-0511645
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4 Nafcha Street Jerusalem Israel	95508
(Address of principal executive offices)	(Zip Code)

(011) (972)(2) 5001128

(Registrant’s telephone number, including area code)

Not Applicable

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

Indicate by check mark whether the registrant (l) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨                     Accelerated filer  ¨                     Non-accelerated filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  x     No ¨

There were 4,510,000 shares of common stock, $0.0001 par value per share, outstanding on November 8, 2007.

For purposes of this Quarterly Report, references to the “Company,” “we,” “us,” and “our” mean PCMT Corporation.

FORWARD-LOOKING STATEMENTS

This Quarterly Report contains “forward-looking statements.” All statements other than statements of historical fact are “forward-looking statements.” Forward-looking statements may include the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan,” or “anticipate” and other similar words. Such forward-looking statements may be contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” among other places.

Although we believe the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and are subject to inherent risks and uncertainties, such as those disclosed in this Quarterly Report. Each forward-looking statement speaks only as of the date of the particular statement.

2

INDEX

PCMT CORPORATION

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	5
Item 3.	Controls and Procedures	7
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	8
Item 1A.	Risk Factors	8
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	8
Item 3.	Defaults Upon Senior Securities	8
Item 4.	Submission of Matters to a Vote of Security Holders	8
Item 5.	Other Information	8
Item 6.	Exhibits	8
	Signatures	9

3

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PCMT CORPORATION

(A DEVELOPMENT STAGE COMPANY)

INDEX TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2007

(Unaudited)

Financial Statements-
Balance Sheet as of September 30, 2007	F-2
Statements of Operations for the Three-Months and Nine-Months Ended
September 30, 2007, and Cumulative from Inception	F-3
Statements of Cash Flows for the Nine-Months Ended September 30, 2007,
and Cumulative from Inception	F-4
Notes to Condensed Financial Statements September 30, 2007	F-5

F-1

PCMT CORPORATION

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET (NOTE 2)

AS OF SEPTEMBER 30, 2007

(Unaudited)

	2007
ASSETS
Current Assets:
Cash in bank	$	8,745
Total current assets		8,745
Other Assets:
Security deposit		500
Total other assets		500
Total Assets	$	9,245
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accrued liabilities	$	2,500
Accrued office rent - Related party		3,552
Due to Director and stockholder		200
Total current liabilities		6,252
Total liabilities		6,252
Commitments and Contingencies
Stockholders' Equity:
Common stock, par value $.0001 per share, 100,000,000 shares
authorized; 4,510,000 shares issued and outstanding		451
Additional paid-in capital		49,800
Less - Common stock subscription receivable		(1	)
(Deficit) accumulated during the development stage		(47,257	)
Total stockholders' equity		2,993
Total Liabilities and Stockholders' Equity	$	9,245

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 AND NINE-MONTHS ENDED SEPTEMBER 30, 2007, AND

CUMULATIVE FROM INCEPTION (OCTOBER 5, 2006)

THROUGH SEPTEMBER 30, 2007

(Unaudited)

	Three-Months			Nine-Months
	Ended			Ended			Cumulative
	September 30,			September 30,			From
	2007			2007			Inception
Revenues	$	-		$	-		$	-
Expenses:
General and administrative-
Professional fees		3,666			36,422			40,422
Office rent		900			2,700			3,552
Other		-			928			1,533
Legal fees - Organization costs		-			-			1,500
Officers' compensation paid by issued shares		-			-			250
Total general and administrative expenses		4,566			40,050			47,257
(Loss) from Operations		(4,566	)		(40,050	)		(47,257	)
Other Income (Expense)		-						-
Provision for Income Taxes		-						-
Net (Loss)	$	(4,566	)	$	(40,050	)	$	(47,257	)
(Loss) Per Common Share:
(Loss) per common share - Basic and Diluted	$	(0.00	)	$	(0.01	)
Weighted Average Number of Common Shares
Outstanding - Basic and Diluted		4,510,000			4,462,601

The accompanying notes to the financial statements are

an integral part of these statements.

F-3

PCMT CORPORATION

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS (NOTE 2 )

FOR THE NINE-MONTHS ENDED SEPTEMBER 30, 2007, AND

CUMULATIVE FROM INCEPTION (OCTOBER 5, 2006)

THROUGH SEPTEMBER 30, 2007

(Unaudited)

	Nine-Months
	Ended			Cumulative
	September 30,			From
	2007			Inception
Operating Activities:
Net (loss)	$	(40,050	)	$	(47,257	)
Adjustments to reconcile net (loss) to net cash
(used in) operating activities:
Common stock issued for officers' compensation		-			250
Changes in net liabilities-
Prepaid rent		2,000			-
Security deposit		(500	)		(500	)
Accounts payable - Trade		(1,500	)		-
Accrued office rent - Related party		2,700			3,552
Accrued liabilities		2,500			2,500
Net Cash (Used in) Operating Activities		(34,850	)		(41,455	)
Investing Activities:
Cash provided by investing activities		-			-
Net Cash Provided by Investing Activities		-			-
Financing Activities:
Issuance of common stock for cash		30,000			50,000
Due to Director and stockholder		-			200
Net Cash Provided by Financing Activities		30,000			50,200
Net Increase (Decrease) in Cash		(4,850	)		8,745
Cash - Beginning of Period		13,595			-
Cash - End of Period	$	8,745		$	8,745
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 to its 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 to its Director and Corporate Secretary at par value for services rendered. The  transaction was valued at $250.

The accompanying notes to the financial statements are

an integral part of these statements.

F-4

PCMT CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 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”), exempt from registration under the Securities Act of 1933, to raise up to $50,000 through the issuance of 2,000,000 shares of its common stock, par value $.0001 per share, at an offering price of $.025 per share. As of February 5, 2007, the Company had received $50,000 in proceeds from the PPO. The Company also commenced an activity to submit a Registration Statement on Form SB-2 to the Securities and Exchange Commissions (“SEC”) to register 2,000,000 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.

Unaudited Interim Financial Statements

The interim financial statements of the Company as of September 30, 2007, and for the three-months and nine-months ended September 30, 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 September 30, 2007, and the results of its operations and its cash flows for the three-months and nine-months ended September 30, 2007, and cumulative from inception. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2007. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to PCMT’s audited financial statements as of December 31, 2006, contained in its Registration Statement on Form SB-2 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.

F-5

PCMT CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2007

(Unaudited)

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. Fully 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 periods ended September 30, 2007.

Income Taxes

The Company accounts for income taxes pursuant to SFAS No. 109, “Accounting for Income Taxes” (“SFAS 109”). Under SFAS 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 September 30, 2007, the carrying value of 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.

F-6

PCMT CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2007

(Unaudited)

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.

Concentration of Risk

As of September 30, 2007, 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. 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 September 30, 2007, and expenses for the three-months and nine-months ended September 30, 2007, 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.

F-7

PCMT CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2007

(Unaudited)

During the period from inception (October 5, 2006) through September 30, 2007, the Company was incorporated, received initial working capital through a loan from a Director and stockholder, and commenced a capital formation activity to raise up to $50,000 from the sale of 2,000,000 shares of common stock through a PPO to various stockholders. As of February 5, 2007, the Company had raised $50,000 in proceeds from the PPO. The Company also commenced an activity to submit a Registration Statement on Form SB-2 to the SEC to register 2,000,000 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.

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 September 30, 2007, 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 September 30, 2007, 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)Common Stock

On October 10, 2006, the Company issued 10,000 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 2,500,000 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.

F-8

PCMT CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2007

(Unaudited)

On November 5, 2006, the Board of Directors of the Company approved a PPO, exempt from registration under the Securities Act of 1933, to raise up to $50,000 through the issuance of 2,000,000 shares of its common stock, par value $.0001 per share, at an offering price of $.025 per share. The PPO had an offering period of 180 days. As of February 5, 2007, the Company had received cash proceeds from the PPO 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 2,000,000 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.

(5)Income Taxes

The provision (benefit) for income taxes for the three-months and nine-months ended September 30, 2007, was as follows (assuming a 15% effective tax rate):

	Three-Months			Nine-Months
	Ended			Ended
	September 30,			September 30,
	2007			2007
Current Tax Provision:
Federal-
Taxable income	$	-		$	-
Total current tax provision	$	-		$	-
Deferred Tax Provision:
Federal-
Loss carryforwards	$	685		$	6,008
Change in valuation allowance		(685	)		(6,008	)
Total deferred tax provision	$	-		$	-

The Company had deferred income tax assets as of September 30, 2007, as follows:

	2007
Loss carryforwards	$	7,089
Less - Valuation allowance		(7,089	)
Total net deferred tax assets	$	-

F-9

PCMT CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2007

(Unaudited)

The Company provided a valuation allowance equal to the deferred income tax assets for the periods ended September 30, 2007, because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.

As of September 30, 2007, the Company had approximately $47,257 in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and expire in the year 2027.

(6)Related Party Transactions

As described in Note 3, as of September 30, 2007, the Company owed $200 to an individual who is a Director, President, Treasurer, and stockholder of the Company.

As described in Note 4, the Company has issued 10,000 shares of its common stock to its Director, President, and Treasurer at par value. The transaction was valued at $1.

As described in Note 4, the Company has entered into a transaction with an officer and Director of the Company for his services, and has issued a total of 2,500,000 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 Director, President, 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 September 30, 2007, the Company had accrued $3,552 in office rent expenses related to the lease.

(7)Commitments

As discussed in Note 6, 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.

(8)Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurement, the FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. This statement does not require any new fair value measurements. However, for some entities, the application of the statement will change current practice. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The management of the Company does not believe that this new pronouncement to have a material impact on its financial statements.

F-10

PCMT CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2007

(Unaudited)

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106 and 132(R).” This statement improves financial reporting by requiring an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multi-employer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets for a not-for-profit organization. This statement also improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. The management of the Company does not believe that this new pronouncement to have a material impact on its financial statements.

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," 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.

(9) Subsequent Events

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 shareholders of the Company or until his successor is elected or appointed.

On October 18, 2007, the Company entered into a Letter Agreement with Suspect Detection Systems Ltd. (“SDS”). The agreement allows the Company to conduct a due diligence review of SDS and its technology for the purpose of entering into a future transaction on terms and conditions to be negotiated. As part of the agreement, the Company has paid to SDS the amount of $20,000, and is required to pay SDS an additional $20,000 on November 11, 2007, and December 11, 2007, respectively.

On October 2, 2007, the Board of Directors of the Company resolved to commence a private placement offering, exempt from registration under the Securities Act of 1933, to raise up to $100,000 through the issuance of 2,500,000 shares of its common stock, par value $0.0001 per share, at an offering price of $0.04 per share. As of November 2, 2007, the Company had subscribed 1,600,000 shares related to the offering to 14 foreign investors, resulting in gross proceeds of $64,000.

F-11

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

You should read the following discussion in conjunction with the unaudited financial statements and the corresponding notes included elsewhere in this Quarterly Report. Certain statements contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operation are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. See “Forward-Looking Statements.” Such statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements.

Background

We were formed and incorporated in the State of Delaware on October 5, 2006. We are a development stage company with no operations and no revenues. Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve 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.

We intend to initiate our operations both in Israel and overseas by:

·   opening a series of stores in religious areas in Israel to exploit the continuing improvement in the Israeli economy, growth in the computer market, and the increasing penetration of technology across the religious community; and

5

·   establishing similar stores in overseas locations which are centers of other religious communities, including, religious Jewish communities, particularly in the United States and England.

In our management's opinion, there is a current and rapidly growing need for these types of stores and services in religious Jewish communities, particularly in Israel and the United States, as well as in other religious communities, such as Mormon communities, conservative Catholic communities, concentrated centers of evangelical Christians, and religious Muslim communities.

Plan of Operation

We intend to build our business both in Israel and overseas as follows:

In Israel, we plan to open two new stores each year. The current schedule for the opening of stores in Israel is as follows:

Year	Location
Year 1:	Jerusalem and Bnei Brak
Year 2:	Modi’in Ilit and Betar Ilit
Year 3:	Petach Tikva and Jerusalem
Year 4:	Bnei Brak and Jerusalem

Overseas, we plan, as well, to open two new stores each year after the first year:

Year	Location
Year 2:	Borough Park, NY
Year 3:	Monsey, NY and Brooklyn, NY
Year 4:	London, UK

We expect that our establishment and expansion in Israel and overseas will require us to hire and then increase the number of employees we need in both our technical support and marketing departments.

We believe that we will derive several important benefits from our planned expansion:

a)   Access to additional religious communities across Israel and overseas;

b)   Increased profit margins by obtaining improved prices and payment terms from suppliers due to purchasing products in higher volumes;

c)   Increased scale of operations will allow access to major contracts and to large institutional customers;

d)   Opportunity to market ourselves as a national and then international brand, building recognition and enabling a far more active approach to marketing;

e)   Possibility of centralizing service capability, enabling faster throughput and higher volume of business;

f)   Option of obtaining exclusive distribution rights from certain manufacturers not currently active in the Israeli market;

g)   Expanding the product range.

6

We will consider franchising and other arrangements with business partners to enable our expansion to be achieved quickly and profitably.

We do not have sufficient resources to effectuate our business. As of September 30, 2007, we had approximately $8,745 in cash. As of February 5, 2007, we raised $50,000 in cash by the sale of 2,000,000 shares of our common stock pursuant to Regulations S promulgated under the Securities Act of 1933, as amended. We expect to incur a minimum of $138,000 in expenses during the next twelve months of operations. We estimate that this will be comprised of the following expenses: $100,000 to open two stores in Israel; $20,000 in marketing expenses and $18,000 will be needed for general overhead expenses such as for corporate legal and accounting services, office overhead and general working capital. Other than as described in this paragraph, we have no other financing plans at this time.

Accordingly, we will have to raise the funds to pay for these expenses. We may have to borrow money from shareholders or issue debt or equity or enter into a strategic arrangement with a third party. 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.

Going Concern Consideration

Our independent auditors included an explanatory paragraph in their report on our financial statements for the year ended December 31, 2006, included in our Registration Statement on Form SB-2 filed on March 12, 2007, 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 independent auditors.

Off-Balance Sheet Arrangements

None.

ITEM 3. CONTROLS AND PROCEDURES

As of the end of the quarter covered by this Report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s Principal Executive Officer/Principal Accounting Officer (one person), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. The Company’s disclosure controls and procedures are designed to produce a reasonable level of assurance of achieving the Company’s disclosure control objectives. The Company’s Principal Executive Officer/Principal Accounting Officer has concluded that the Company’s disclosure controls and procedures were, in fact, adequate and effective to ensure that material information relating to the Company that is required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in rules of the U. S. Securities and Exchange Commission (the “Commission”) and accumulated and communicated to the Company’s management, including its Principal Executive Officer/Principal Accounting Officer, to allow timely decisions regarding required disclosure.  

In connection with the evaluation of the Company’s internal controls during the quarter covered by this Report, the Company‘s Principal Executive Officer/Principal Accounting Officer (one person) has determined that there are no changes to the Company’s internal controls over financial reporting that has materially affected, or is reasonably likely to materially effect, the Company’s internal controls over financial reporting.

7

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We know of no existing or pending legal proceedings against us, nor are we involved as a plaintiff in any proceeding or pending litigation. There are no proceedings in which any of our directors, officers or any of their respective affiliates, or any beneficial shareholder, is an adverse party or has a material interest adverse to our interest. 

ITEM 1A. RISK FACTORS.

No material changes have occurred to our indicated risk factors as disclosed in our Registration Statement of Form SB-2, filed on March 12, 2007.  The risk factors are incorporated herein from our Registration Statement of Form SB-2, filed on March 12, 2007.  

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On October 2, 2007, the Board of Directors of the Company resolved to commence a private placement offering, exempt from registration under the Securities Act of 1933, to raise up to $100,000 through the issuance of 2,500,000 shares of its common stock, par value $0.0001 per share, at an offering price of $0.04 per share. As of October 18, 2007, the Company had subscribed 1,600,000 shares related to the offering to 14 foreign investors, resulting in gross proceeds of $64,000.

ITEM 3. DEFAULTS UPON SENIOR SECURITES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION.

On October 18, 2007, the Company entered into a Letter Agreement with Suspect Detection Systems Ltd. (“SDS”). The agreement allows the Company to conduct a due diligence review of SDS and its technology for the purpose of entering into a future transaction on terms and conditions to be negotiated. As part of the agreement, the Company has paid to SDS the amount of $20,000, and is required to pay SDS an additional $20,000 on November 11, 2007, and December 11, 2007, respectively.

ITEM 6. EXHIBITS

Exhibit Number	Exhibit Description
3.1	Certificate of Incorporation of the Company incorporated herein from Exhibit 3.1 of our Registration Statement of Form SB-2, filed on March 12, 2007, file number 333-141221.
3.2	Bylaws of Company incorporated herein from Exhibit 3.2 of our Registration Statement of Form SB-2, filed on March 12, 2007, file number 333-141221.
31	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive and Financial Officer*
32	Section 1350 Certification of Principal Executive and Financial Officer*

* Filed herewith.

8

SIGNATURES

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

	PCMT CORPORATION
Dated: November 8, 2007	By:	/s/ Nachman Shlomo Kohen
		Nachman Shlomo Kohen
		President, Chief Executive Officer, Treasurer and Director (principal executive, financial and accounting officer)

9

EXHIBIT INDEX

Exhibits filed with this report:

3.1	-	Certificate of Incorporation of the Company incorporated herein from Exhibit 3.1 of our Registration Statement of Form SB-2, filed on March 12, 2007, file number 333-141221.
3.2	-	Bylaws of Company incorporated herein from Exhibit 3.2 of our Registration Statement of Form SB-2, filed on March 12, 2007, file number 333-141221.
31	-	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive and Financial Officer
32	-	Section 1350 Certification of Principal Executive and Financial Officer

10

EX-31

EXHIBIT 31

OFFICER’S CERTIFICATE

PURSUANT TO SECTION 302

I, Nachman Shlomo Kohen, President, Chief Executive Officer and Principal Accounting Officer, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of PCMT Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, the results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: November 8, 2007	By	Nachman Shlomo Kohen
		Nachman Shlomo Kohen,
		Chief Executive Officer and PrincipalAccounting Officer

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of PCMT Corporation (the "Company") on Form 10-QSB for the period ending September 30, 2007, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Nachman Shlomo Kohen, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of the operation of the Company.

Date: November 8, 2007	By	/s/ Nachman Shlomo Kohen
		Nachman Shlomo Kohen,
		Chief Executive Officer and Principal Accounting Officer

This certification accompanies this Report pursuant to ss.906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by Registrant for the purposes of ss.18 of the Securities Exchange Act of 1934, as amended. This certification shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of this Report), irrespective of any general incorporation language contained in such filing.

A signed original of this written statement required by ss.906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.