Attached files
file | filename |
---|---|
EX-32.2 - SEC. 906 CERTIFICATION OF CFO - USA Graphite Inc. | ptm32-2.htm |
EX-31.1 - SEC. 302 CERTIFICATION OF CEO - USA Graphite Inc. | ptm31-1.htm |
EX-31.2 - SEC. 302 CERTIFICATION OF CFO - USA Graphite Inc. | ptm31-2.htm |
EX-32.1 - SEC. 906 CERTIFICATION OF CEO - USA Graphite Inc. | pttm32-1.htm |
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 quarterly period ended August 31,
2009
[
] Transition report under Section 13 or 15(d) of the Exchange Act For the
transition period from ---- to -----
Commission
File Number 333-133575
|
|
PTM
PUBLICATIONS INCORPORATED
(Exact
name of registrant as specified in its charter)
|
|
NEVADA
|
20-3936186
|
(State
or other jurisdiction
of
incorporation or organization)
|
(I.R.S.
Employer
Identification
No.)
|
E-2-14
Block E, Plaza Damas
Jalan
Hartamas 1, Sri Hartamas
Kuala
Lumpur, Malaysia
|
50480
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code: (603) 525-3380
|
|
None
Former
Name, Address and Fiscal Year, if Changed Since Last
Report
|
Check
whether the issuer: (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes [X] No [
]
Indicate
by check mark whether the registrant is a 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 registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ X ] No [ ]
At August
31, 2009, there were 2,200,000 shares of our common stock issued and
outstanding.
1
TABLE
OF CONTENTS
Page
|
||
PART
I - FINANCIAL INFORMATION
|
3
|
|
ITEM
1.
|
Consolidated
Financial Statements
|
4
|
ITEM
2.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
13
|
ITEM
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
14
|
ITEM
4.
|
Controls
and Procedures
|
14
|
PART
II - OTHER INFORMATION
|
14
|
|
ITEM
1.
|
Legal
Proceedings
|
14
|
ITEM
1A.
|
Risk
Factors
|
14
|
ITEM
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
15
|
ITEM
3.
|
Defaults
Upon Senior Securities
|
15
|
ITEM
4.
|
Submission
of Matters to a Vote of Security Holders
|
15
|
ITEM
5.
|
Other
Information
|
15
|
ITEM
6.
|
Exhibits
|
15
|
SIGNATURES | 15 |
2
PART
1. FINANCIAL INFORMATION
Item 1. Financial
Statements
The
interim consolidated financial statements included herein have been prepared by
us, without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been omitted. However, in the opinion of management,
all adjustments (which include only normal recurring accruals) necessary to
present fairly the financial position and results of operations for the period
presented have been made. The results for interim periods are not necessarily
indicative of trends or of results to be expected for the full year. These
interim consolidated financial statements should be read in conjunction with the
audited financial statements and notes thereto included in our annual report on
Form 10-K for the fiscal year ended February 29, 2009, which can be found in its
entirety on the SEC website at www.sec.gov under
our SEC File Number 333-133575.
3
PTM
PUBLICATIONS INCORPORATED
|
|||||
(A
Development Stage Company)
|
|||||
Consolidated
Balance Sheets
|
|||||
ASSETS
|
|||||
(Unaudited)
|
(Audited)
|
||||
As
of
|
As
of
|
||||
August 31
|
February
28
|
||||
2009
|
2009
|
||||
$
|
$
|
||||
Current
Assets
|
|||||
Cash
|
3,221
|
3,068
|
|||
Total
Current Assets
|
3,221
|
3,068
|
|||
Fixed
Assets
|
2,073
|
1,970
|
|||
Less: Accumulated
Depreciation
|
(967)
|
(720)
|
|||
Fixed
Assets, Net
|
1,107
|
1,250
|
|||
TOTAL
ASSETS
|
4,328
|
4,318
|
|||
LIABILITIES
& STOCKHOLDERS' EQUITY
|
|||||
Current
Liabilities
|
|||||
Accounts
Payable
|
60,941
|
49,615
|
|||
Loan
Payable - (related party)
|
20,355
|
8,999
|
|||
Total
Current Liabilities
|
81,296
|
58,614
|
|||
Total
Liabilities
|
81,296
|
58,614
|
|||
Stockholders'
Equity
|
|||||
Common
stock, ($0.001 par value, 50,000,000 shares authorized;
|
|||||
2,200,000
and 2,200,000 shares issued and outstanding
|
|||||
as
of August 31, 2009 and February 29, 2009,
respectively)
|
2,200
|
2,200
|
|||
Additional
paid-in capital
|
62,800
|
62,800
|
|||
Deficit
accumulated during development stage
|
(147,052)
|
(128,350)
|
|||
Accumulated
other comprehensive loss
|
|||||
Foreign
currency translation adjustments
|
5,084
|
9,055
|
|||
Total
Stockholders' Equity
|
(76,968)
|
(54,295)
|
|||
|
|||||
TOTAL
LIABILITIES & STOCKHOLDERS' EQUITY
|
4,328
|
4,318
|
|||
See Notes to Financial Statements
4
PTM
PUBLICATIONS INCORPORATED
|
||||||
(A
Development Stage Company)
|
||||||
Consolidated
Statements of Operations (unaudited)
|
||||||
Six Months Ended | Six Months Ended |
Three
Months Ended
|
Three
Months Ended
|
Inception
to
|
||
August
31
|
August 31 |
August 31
|
August
31
|
August 31
|
||
2009 | 2008 |
2009
|
2008
|
2009
|
||
$
|
$
|
$
|
$
|
$
|
||
Revenues
|
||||||
Revenues
|
- | 149 |
-
|
149
|
19,295
|
|
Total
Revenues
|
- | 149 |
-
|
149
|
19,295
|
|
Operating
Costs
|
||||||
Auditing
Fees
|
6,926 | 6,798 |
6,926
|
1,727
|
33,030
|
|
Legal
Fees
|
- | - |
-
|
-
|
3,465
|
|
Administrative
Expenses
|
8 | 28 |
8
|
-
|
8,562
|
|
Wages
& Salaries
|
12,224 | 13,554 |
6,146
|
6,679
|
62,353
|
|
Website
& Magazine
|
- | - |
-
|
-
|
16,167
|
|
Printing
Expenses
|
- | - |
-
|
-
|
27,915
|
|
Rent
& Utilities Expense
|
- | 2,456 |
-
|
638
|
7,738
|
|
Depreciation
Expense
|
205 | 775 |
103
|
195
|
2,717
|
|
Total
Operating Costs
|
19,364 | 23,612 |
13,184
|
9,239
|
161,947
|
|
Other
Income & (Expenses)
|
|
|
|
|||
Foreign
Exchange Gain (Loss)
|
- | - |
-
|
-
|
(59)
|
|
Foreign
Transaction Gain (Loss)
|
663 | (305) |
309
|
(324)
|
267
|
|
Disposition/Retirement
of Assets Gain (Loss)
|
- | (4,828) |
-
|
(4,828)
|
(4,608)
|
|
Total
Other Income & (Expenses)
|
663 | (5,132) |
3094
|
(5,152)
|
(4,400)
|
|
Net
Income (Loss)
|
(18,701) | (28,595) |
(12,875)
|
(14,241)
|
(147,052)
|
|
Basic
earnings per share
|
(0.01) | (0.04) |
(0.01)
|
(0.01)
|
|
|
Weighted
average number of
|
||||||
common
shares outstanding
|
2,200,000 | 2,200,000 |
2,200,000
|
2,200,000
|
|
See Notes to
Financial Statements
5
PTM
PUBLICATIONS INCORPORATED AND SUBSIDIARY
|
|||||||||||||
(A
Development Stage Company)
|
|||||||||||||
Consolidated
Statement of Changes in Stockholders' Equity (Unaudited)
|
|||||||||||||
Deficit
|
Accumulated
|
||||||||||||
Common
|
Common
|
Additional
|
Accumulated
|
Other
|
|||||||||
Stock
|
Stock
|
Paid-in
|
During
|
comprehensive
|
Total
|
||||||||
Amount
|
Capital
|
Development
|
Income
(loss)
|
||||||||||
|
|
Stage
|
|
||||||||||
$
|
$
|
$
|
$
|
$
|
|||||||||
Balance,
December 13, 2005
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||
Stock
issued for cash on December 14, 2005
|
|||||||||||||
@
$0.005 per share
|
1,000,000
|
1,000
|
4,000
|
5,000
|
|||||||||
Net
loss, February 28, 2006
|
(983)
|
(983)
|
|||||||||||
Foreign
currency translation adjustments
|
34
|
34
|
|||||||||||
Balance,
February 28, 2006
|
1,000,000
|
$ 1,000
|
$ 4,000
|
$ (983)
|
$ 34
|
$ 4,051
|
|||||||
Stock
issued for cash during the Quarter ended
|
|||||||||||||
August
31, 2006 @ $0.05 per share
|
1,200,000
|
1,200
|
58,800
|
60,000
|
|||||||||
Net
loss, February 28, 2007
|
(30,088)
|
(30,088)
|
|||||||||||
Foreign
currency translation adjustments
|
2,683
|
2,683
|
|||||||||||
Balance,
February 28, 2007
|
2,200,000
|
$ 2,200
|
$ 62,800
|
$ (31,071)
|
$ 2,717
|
$ 36,646
|
|||||||
Net
loss, February 29, 2008
|
(52,123)
|
(52,123)
|
|||||||||||
Foreign
currency translation adjustments
|
445
|
445
|
|||||||||||
Balance,
February 29, 2008
|
2,200,000
|
2,200
|
62,800
|
(83,194)
|
|
3,162
|
(15,032)
|
||||||
Net
Loss, February 28, 2009
|
(45,156)
|
(45,156)
|
|||||||||||
Foreign
currency translation adjustments
|
5,893
|
5,893
|
|||||||||||
Balance,
February 28, 2009
|
2,200,000
|
2,200
|
62,800
|
(128,350)
|
|
9,055
|
(54,295)
|
||||||
Net
Loss, August 31, 2009
|
(18,701)
|
(18,701)
|
|||||||||||
Foreign
currency translation adjustments
|
(3,971)
|
(3,971)
|
|||||||||||
Balance,
August 31, 2009
|
2,200,000
|
2,200
|
62,800
|
(147,052)
|
|
5,084
|
(76,968)
|
||||||
See Notes to Financial Statement
6
PTM
PUBLICATIONS INCORPORATED
|
|||||||||||
(A
Development Stage Company)
|
|||||||||||
Consolidated
Statements of Cash Flows (Unaudited)
|
|||||||||||
Six Months Ended | Six Months Ended | Three Months Ended |
|
Three Months Ended |
|
Inception
to
|
|||||
August 31 | August 31 |
August 31
|
August 31
|
August 31
|
|||||||
2009 | 2008 |
2009
|
2008
|
2009
|
|||||||
$
|
$
|
$
|
|||||||||
CASH FLOWS FROM OPERATING
ACTIVITIES
|
|||||||||||
Net
income (loss)
|
(22,672) | (26,502) |
(12,392)
|
(12,515)
|
(141,968)
|
||||||
Adjustments
to reconcile net loss to net cash
|
-
|
-
|
|||||||||
provided
by (used in) operating activities:
|
-
|
-
|
|||||||||
Depreciation
|
205 | 775 |
103
|
195
|
2,717
|
||||||
Increase
Loss on Disposition of Assets
|
- | 4,828 |
-
|
4,828
|
4,608
|
||||||
Changes
in operating assets and liabilities:
|
-
|
-
|
|||||||||
-
|
-
|
||||||||||
Accounts
Receivable (Increase)
|
- | - |
-
|
-
|
-
|
||||||
Increase
in prepaid expenses
|
- | - |
-
|
-
|
-
|
||||||
Accounts
payable
|
11,326 | 15,860 |
1,467
|
6,861
|
60,941
|
||||||
Net
cash provided by (used in) operating activities
|
(11,141) | (5,039) |
(10,822)
|
(631)
|
(73,702)
|
||||||
CASH FLOWS FROM INVESTING
ACTIVITIES
|
|||||||||||
Increase
in security deposit
|
- | 1,658 |
-
|
1,658
|
-
|
||||||
Purchase of Fixed Assets
|
-
|
-
|
-
|
-
|
(11,468)
|
||||||
Disposition of Fixed Assets
|
- | 2,329 |
-
|
2,310
|
2,329
|
||||||
Net
cash provided by (used in) investing activities
|
- | 3,987 |
-
|
3,968
|
(9,139)
|
||||||
CASH FLOWS FROM FINANCING
ACTIVITIES
|
|||||||||||
Bank
Overdraw
|
- | (27) |
-
|
-
|
-
|
||||||
Loan payable - (related party) | 11,357 | 4,037 | 10,766 | (237) | 20,355 | ||||||
Issuance
of common stock
|
- | - |
-
|
-
|
2,200
|
||||||
Additional
paid-in capital
|
- | - |
-
|
-
|
62,800
|
||||||
Net
cash provided by (used in) financing activities
|
11,357 | 4,010 |
10,766
|
(237)
|
85,355
|
||||||
Net
increase (decrease) in cash
|
216 | 2,958 |
(56)
|
3,100
|
2,514
|
||||||
Foreign
Exchange Effect
|
(63) | 433 |
14
|
297
|
707
|
||||||
Cash
at beginning of period
|
3,068 | 95 |
3,263
|
89
|
-
|
||||||
Cash
at end of period
|
3,221 | 3,486 |
3,221
|
3,486
|
3,221
|
||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
|
|||||||||||
Cash
paid during year for :
|
|||||||||||
Interest
|
- | - |
-
|
-
|
-
|
||||||
Income
Taxes
|
- | - |
-
|
-
|
-
|
||||||
See Notes to Financial Statements
7
PTM
PUBLICATIONS INCORPORATED
|
(A
Development Stage Company)
|
Notes
to the Consolidated Financial Statements
August
31, 2009
|
NOTE
1. ORGANIZATION AND DESCRIPTION OF BUSINESS
PTM
Publications Incorporated (the Company) was incorporated under the laws of the
State of Nevada on December 13, 2005. The Company is in the development stage.
Its activities to date have included capital formation, organization and
development of its business plan. The Company has commenced
operations.
The
Company operates through its lone subsidiary:
PTM
Publications Sdn Bhd, a Malaysian Corporation.
PTM
Publications, Incorporated (the parent company) is now a holding
company.
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a.
Basis of
Accounting
The
Company’s financial statements are prepared using the accrual method of
accounting. The Company has elected a February 28, year-end.
b.
Basic Earnings per
Share
In
February 1997, the FASB issued SFAS No. 128, “Earnings Per Share”, which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities with publicly held common stock. SFAS No. 128
supersedes the provisions of APB No. 15, and requires the presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective December 13, 2005
(inception).
Basic net
loss per share amounts is computed by dividing the net loss by the weighted
average number of common shares outstanding. Diluted earnings per share are the
same as basic earnings per share due to the lack of dilutive items in the
Company.
c.
Basis of
Consolidation
The
consolidated financial statements of PTM Publications, Incorporated include
those accounts of PTM Publications Sdn Bhd, a Malaysian Corporation. PTM
Publications, Incorporated owns title to all of the assets and liabilities of
the consolidated financial statement. All significant inter-company transactions
have been eliminated.
d.
Cash
Equivalents
The
Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
8
PTM
PUBLICATIONS INCORPORATED
|
(A
Development Stage Company)
|
Notes
to the Consolidated Financial Statements
August
31, 2009
|
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e.
Depreciation
For
financial and reporting purposes, the Company follows the policy of providing
depreciation and amortization on the straight-line method over the estimated
useful lives of the assets.
f.
Use of Estimates and
Assumptions
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 and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with FASB 16 all
adjustments are normal and recurring.
g.
Income
Taxes
Income
taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carryforwards. Deferred tax expense (benefit)
results from the net change during the year of deferred tax assets and
liabilities.
Deferred
tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be not realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.
h.
Comprehensive
Income
The
Company has adopted SFAS No. 130, “Reporting Comprehensive Income”, which
establishes standards for reporting and display of comprehensive income, its
components and accumulated balances. The Company is disclosing this information
on its Statements of Operations and Comprehensive Loss and Changes in
Stockholders’ Equity. Comprehensive income is comprised of net income (loss) and
all charges to stockholders’ equity except those resulting from investments by
owners and distributions to owners.
i.
Foreign Currency
Translation and Transactions
The
Company conducts business in Malaysia and the United States and uses the U.S.
dollar as its reporting currency. The functional currency of the Malaysian
subsidiary is the Ringgit Malaysia(RM). The financial statements of the
Malaysian subsidiary have been translated under SFAS No. 52. Assets and
liabilities are translated at the rate of exchange at the balance sheet date and
revenues and expenses are translated at the average exchange rates during the
year. The resulting exchange gains and losses are shown as a separated component
of stockholders’ equity.
Transactions
conducted in foreign currencies are translated as follows:
At the
transaction date, each asset, liability, revenue and expense is translated by
the use of the exchange rate in effect at that date. At the period end date,
monetary assets and liabilities are translated by using the exchange rate in
effect at that date. The resulting foreign exchange gains and losses are
included in income in the current period.
9
PTM
PUBLICATIONS INCORPORATED
|
(A
Development Stage Company)
|
Notes
to the Consolidated Financial Statements
August 31,
2009
|
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
j.
Recent Accounting Pronouncements
Management
does not believe that any recently issued, but not yet effective, accounting
standards, if currently adopted, could have a material effect on the
accompanying financial statements.
NOTE
3. GOING CONCERN
The
accompanying financial statements are presented on a going concern basis. The
Company had limited operations during the period from December 13, 2005
(inception) to August 31, 2009 and generated a net loss of $147,052. This
condition raises substantial doubt about the Company’s ability to continue as a
going concern. Because the Company is currently in the development stage and has
minimal expenses, management believes that the company’s current cash of $3,221
will not be sufficient to cover the expenses they will incur during the next
twelve months and that they will need developing operations and may need
to raise additional funding to continue operations.
Management
plans to raise additional funds through debt or equity offerings. There is no
guarantee that the Company will be able to raise any capital through this or any
other offerings.
NOTE
4. WARRANTS AND OPTIONS
There are
no warrants or options outstanding to acquire any additional shares of
common.
NOTE
5. PROPERTY AND EQUIPMENT
Fixed
Assets at August 31, 2009 consists of the following:
Amount
|
Estimated
Useful Lives
|
||
Computers
|
$2,073
|
5
years
|
|
$2,073
|
|||
Less:
|
Accumulated Depreciation
|
$
(967)
|
|
Fixed
assets, net
|
$1,107
|
Depreciation
expense for the six and three months ended August 31, 2009 was $205 and
$103, respectively.
10
PTM
PUBLICATIONS INCORPORATED
|
(A
Development Stage Company)
|
Notes
to the Consolidated Financial Statements
August
31, 2009
|
NOTE
6. RELATED PARTY TRANSACTIONS
As of August 31, 2009, there is a
total of $20,355 that has been forwarded by an officer of the Company; no
specific repayment terms have been established.
NOTE
7. INCOME TAXES
As
of August 31, 2009
|
|
Deferred
tax assets:
|
|
Net
operating loss carryforwards
|
$ (147,052)
|
Other
|
-0-
|
Gross
deferred tax assets
|
49,998
|
Valuation
allowance
|
49,998
|
Net
deferred tax assets
|
$
-0-
|
Realization
of deferred tax assets is dependent upon sufficient future taxable income during
the period that deductible temporary differences and carryforwards are expected
to be available to reduce taxable income. As the achievement of required future
taxable income is uncertain, the Company recorded a valuation
allowance.
NOTE
8. NET OPERATING LOSSES
As
of August 31, 2009, the Company has a net operating loss carryforwards of
approximately $147,052. Net operating loss carryforward expires twenty
years from the date the loss was incurred.
NOTE
9. STOCK TRANSACTIONS
Transactions,
other than employees’ stock issuance, are in accordance with paragraph 8 of SFAS
123. Thus issuances shall be accounted for based on the fair value of the
consideration received. Transactions with employees’ stock issuance are in
accordance with paragraphs (16-44) of SFAS 123. These issuances shall be
accounted for based on the fair value of the consideration received or the fair
value of the equity instruments issued, or whichever is more readily
determinable.
On
December 14, 2005, the company issued a total of 1,000,000 shares of $0.001 par
value common stock as founder's shares to Jasmin Bin Omar Jayaseelan, Jefferi
Bin Omar Jayaseelan and Cheryl Lim Phaik Suan, all of whom are officers and
directors of our company. Mr. Jasmin Jayaseelan and Mr. Jefferi Jayaseelan
received 400,000 shares each, and Ms. Lim received 200,000 shares. The shares
were issued in exchange for cash in the aggregate amount of $5,000.
In August
2006, the company completed an offering of shares of common stock in accordance
with an SB-2 registration statement declared effective by the Securities and
Exchange Commission on May 4, 2006. The company sold 1,200,000 shares of common
stock, par value $0.001, at a price of $0.05 per share to approximately 32
investors. The aggregate offering price for the offering closed in August 2006
was $60,000, all of which was collected from the offering.
As
of August 31, 2009 the Company had 2,200,000 shares of common stock issued
and outstanding.
11
PTM
PUBLICATIONS INCORPORATED
|
(A
Development Stage Company)
|
Notes
to the Consolidated Financial Statements
August 31,
2009
|
NOTE
10. STOCKHOLDERS’ EQUITY
The
stockholders’ equity section of the Company contains the following classes of
capital stock as of August 31, 2009:
Common
stock, $ 0.001 par value: 50,000,000 shares authorized; 2,200,000 shares issued
and outstanding.
NOTE
11. LONG TERM LEASE AGREEMENT
The
Company signed a lease agreement for its corporate offices in Malaysia
commencing June 12, 2007 with the option of renewal for an additional one
year.
Due to
insufficient revenues from operations, the company cancelled the lease agreement
at the end of June 2008. The last rental payment was for the month of
June. The administrative offices have been relocated back to E-2-14
Block E, Plaza Damas Jalan Hartamas 1, Sri Hartamas, Kuala Lumpur, N8, 50480,
which have been donated at no charge by our President, Jasmin Bin Omar Jayseelan
until such time as our cash flows allow us to expand into a larger office
space.
12
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
The
following discussion should be read in conjunction with the information
contained in the audited financial statements and notes thereto set forth in our
Annual Report on Form 10-K for the year ended February 29, 2009, which can be
found in its entirety on the SEC website at www.sec.gov ,
filed under our SEC File Number 333-133575.
Note
Regarding Forward-Looking Statements
The
statements contained in this Form 10-Q that are not purely historical are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. These include statements about our expectations, beliefs, intentions
or strategies for the future, which are indicated by words or phrases such as
anticipate, expect, intend, plan, will, the Company believes, management
believes and similar words or phrases. The forward-looking statements are based
on our current expectations and are subject to certain risks, uncertainties and
assumptions. Our actual results could differ materially from results anticipated
in these forward-looking statements. All forward-looking statements included in
this document are based on information available to us on the date hereof, and
we assume no obligation to update any such forward-looking
statements.
Results of
Operations
We
conduct business in Malaysia and the United States and use the U.S. dollar as
our reporting currency. The functional currency of the Malaysian subsidiary is
the Ringgit Malaysia (RM). The financial statements of the Malaysian subsidiary
have been translated under SFAS No. 52. Assets and liabilities are translated at
the rate of exchange at the balance sheet date and revenues and expenses are
translated at the average exchange rates during the year. The resulting exchange
gains and losses are shown as a separated component of stockholders’
equity.
Our
financial statements and information for the three and six months
ended August 31, 2009 have been prepared by our Management on a going
concern basis, which contemplates the realization of assets and the settlement
of liabilities and commitments in the normal course of business.
We generated no revenues during the three and six months
ended August 31, 2009 and have
incurred total net losses of $147,052 from inception to August 31,
2009.
Three Months
Ended August 31, 2009 compared to the Three Months Ended August 31,
2008
We
incurred net losses of $12,875, or $.01 per share, for the three-month
period ended August 31, 2009, as compared to net losses of $14,241, or $.01
per share, for the three-month period ended August 31, 2008. The
decrease was mainly attributed to decreases in rent expense, resulting
from the cancellation of our office lease in June 2008 ($Nil - 2009 compared to
$638 - 2008. Our other expenses for the three-month period ended August 31,
2009 consisted of wages and salaries in the amount of $6,146 ($6,679- 2008)
); auditing fees in the amount of $6,926 ($1,727 - 2008); administrative
expense of $8 ($Nil - 2008); and depreciation expense in the amount of $103
($195 - 2008).
Six Months
Ended August 31, 2009 compared to the Six Months
Ended August 31, 2008
We
incurred net losses of $18,701, or $.01 per share, for the six-month period
ended August 31, 2009, as compared to net losses of $28,595, or $.04 per
share, for the six-month period ended August 31, 2008. The decrease was
mainly attributed to decreases in rent expense, resulting from the
cancellation of our office lease in June 2008 ($Nil - 2009 compared to $2,456 -
2008. Our other expenses for the six-month period ended August 31, 2009
consisted of wages and salaries in the amount of $12,224 ($13,554 - 2008)
); auditing fees in the amount of $6,926 ($6,798 - 2008); administrative
expense of $8 ($28 - 2008); and depreciation expense in the amount of $205
($775 - 2008).
Liquidity
and Capital Resources
At August
31, 2009, we had total assets of $4,328 consisting
of cash in the bank in the amount of $3,221 and net fixed assets of
$1,107.
Our
accounts payable at August 31, 2009 were $60,941. In addition, we have an
outstanding loan payment due to an officer, director and shareholder of the
Company in the amount of $20,355. This loan balance is non-interest bearing,
unsecured and has no fixed terms of repayment.
There are
currently no options, warrants, rights or other securities
conversion rights
issued and/or outstanding.
13
Off-Balance
Sheet Arrangements
We have
not entered into any transactions with unconsolidated entities whereby we have
financial guarantees or other contingent arrangements that expose us to material
continuing risks, contingent liabilities or any other obligations that provide
financing, liquidity, market risk or credit risk support to us.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK
We are a
non-accelerated filer and a smaller reporting company, as defined in Rule 12b-2
of the of the Securities Exchange Act of 1934, and as such, are not required to
provide the information under this item.
ITEM 4.
CONTROLS AND PROCEDURES
Critical Accounting
Policies
The
financial statements included herein have been prepared by Management pursuant
to the rules and regulations of the Securities and Exchange Commission.
Management believes the disclosures made are adequate to make the information
not misleading. The financial statements and accompanying notes are prepared in
accordance with generally accepted accounting principles. Preparing financial
statements requires Management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. These estimates and
assumptions are affected by Management's application of accounting policies.
These important accounting policies include the successful efforts method of
accounting for property and equipment, revenue recognition, accounting for
income taxes and foreign currency translation.
Management
maintains disclosure controls and procedures designed to ensure that we are able
to timely collect the information we are required to disclose in our reports
filed with the U.S. Securities and Exchange Commission. Within the 90 days prior
to the date of this report, we performed an evaluation, under the supervision
and with the participation of our Management, of the effectiveness of the design
and operation of our disclosure controls and procedures pursuant to Exchange Act
Rule 13a-14. Based upon the evaluation, our Principal Executive Officer and
Principal Financial Officer concluded that the current disclosure controls are
effective in timely alerting us to any material information required to be
included in our periodic SEC filings.
We also maintain a system of internal controls designed
to provide reasonable assurance that (i) transactions are executed in accordance
with Management's general and specific authorization; (ii) transactions are
recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to maintain
accountability for assets; (ii) access to assets is permitted only in accordance
with Management's general or specific authorization; and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences. We
believe that our internal controls are effective
to provide reasonable assurance that our financial statements are fairly
presented in conformity with generally accepted accounting principals. Since our
most recent evaluation, there have been no changes in our internal controls or
in other factors that could significantly affect our internal controls, nor were
any corrective actions required with regard to significant deficiencies and
material weaknesses.
PART II -
OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
We are not a party to any current or pending legal
proceedings.
ITEM 1A.
RISK FACTORS
In
addition to the other information set forth in this report, you should carefully
consider the risk factors set forth and discussed in our initial registration
statement on Form 10-SB and our annual report on Form 10-K for the year ended
February 29, 2009, which have not changed as of the date of the filing of this
report and could materially affect our business, financial condition or future
results. In addition, the risks described in the registration statement and our
annual report are not the only risks facing our Company. Additional risks and
uncertainties not currently known to us or that we currently deem to be
immaterial also may materially adversely affect our business, financial
condition and/or operating results.
14
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
There
were no sales of unregistered securities during the three months
ended August 31, 2009.
ITEM 3. DEFAULT UPON
SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF
MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5.
OTHER INFORMATION - SUBSEQUENT EVENTS
None.
ITEM 6.
EXHIBITS
The
following exhibits are included herein, except for the exhibits marked with an
asterisk, which are incorporated herein by reference and can be found in our
original Form 10-SB registration statement under our SEC File Number 333-33575
at the U.S. Securities and Exchange Commission's website
(www.sec.gov).
Exhibit
No.
Description
*
3(i)
Articles
of Incorporation
*3(ii) Bylaws
31.1
Sec. 302 Certification of Principal Executive Officer
31.2
Sec. 302 Certification of Principal Accounting Officer
32.1
Sec. 906 Certification of Principal Executive Officer
32.1
Sec. 906
Certification of Principal Accounting Officer
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.
PTM PUBLICATIONS
INCORPORATED, Registrant
October
12, 2009 /s/ Jasmin
Bin Omar Jayaseelan
By:
Jasmin Bin Omar Jayaseelan, Principal Executive Officer
October 12,
2009
/s/
Cheryl Lim Phaik Suan
Cheryl
Lim Phaik Suan, Treasurer, Principal Accounting Officer and
Director
15