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EX-31.1 - Profit Planners Management, Inc. | v180936_ex31-1.htm |
EX-32.1 - Profit Planners Management, Inc. | v180936_ex32-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form 10-Q
(Mark
One)
x QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
quarterly period ended February 28, 2010
OR
¨ TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
transition period from
to
COMMISSION FILE
NUMBER 333-142076
PROFIT
PLANNERS MANAGEMENT, INC.
(Exact
Name of small business issuer as specified in its charter)
Nevada
|
90-0450030
|
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
Identification
No.)
|
110
West 40th Street,
Suite 2503 New York, New York 10018
(Address
of principal executive offices) (Zip Code)
Issuer’s
telephone Number: (646)
416-6802
Indicate
by check mark whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act 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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes ¨
No x
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
definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer
¨
|
Accelerated filer
¨
|
|
Non-accelerated filer
¨
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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 ¨
No x
As of
April 12, 2010, the issuer had 10,416,669 outstanding shares of Common
Stock.
Profit
Planners Management, Inc.
(A
Development Stage Company)
TABLE OF
CONTENTS
Page
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|||
PART I
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|||
Item
1.
|
Financial
Statements
|
||
Balance
Sheets as of February 28, 2010 (Unaudited) and May 31, 2009
(Audited)
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1
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||
Statements
of Operations for the three and nine months ended February 28, 2010
(Unaudited) and for the period from inception (January 29, 2009) to
February 28, 2010 (Unaudited)
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2
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||
Statement
of Stockholders’ Equity for the period from inception (January 29, 2009)
to May 31, 2009 (Audited) and the nine months ended February 28, 2010
(Unaudited)
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3
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||
Statements
of Cash Flows for the nine months ended February 28, 2010 (Unaudited) and
the period from January 29, 2009 (Inception) to February 28, 2010
(Unaudited)
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4
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||
Notes
to the Financials (Unaudited)
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5
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||
Item
2.
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Management’s
Discussion and Analysis or Plan of Operation
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7
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Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk
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9
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Item
4T
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Controls
and Procedures
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9
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PART II
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|||
Item
1.
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Legal
Proceedings
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10
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Item
1A.
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Risk
Factors
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10
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Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
10
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|
Item
3.
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Defaults
Upon Senior Securities
|
10
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|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
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10
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Item
5.
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Other
Information
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10
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Item
6.
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Exhibits
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11
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SIGNATURES
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12
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PART
I.
ITEM
1. FINANCIAL INFORMATION
Profit
Planners Management, Inc.
(A
Development Stage Company)
Balance
Sheets
February
28, 2010
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May
31, 2009
|
|||||||
|
(Unaudited)
|
(Note
1)
|
||||||
ASSETS
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||||||||
Current
Assets:
|
||||||||
Cash
|
$ | 18,204 | $ | 8,883 | ||||
Accounts
receivable-related party
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6,000 | 5,000 | ||||||
Total
Current Assets
|
24,204 | 13,883 | ||||||
TOTAL
ASSETS
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$ | 24,204 | $ | 13,883 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
Current
Liabilities:
|
||||||||
Accounts
and accrued expenses payable - related party
|
$ | 18,000 | $ | 4,500 | ||||
Total
Current Liabilities
|
18,000 | 4,500 | ||||||
TOTAL
LIABILITIES
|
18,000 | 4,500 | ||||||
STOCKHOLDERS'
EQUITY
|
||||||||
Preferred
stock - $.001 par value; 50,000,000 shares authorized; none and none
issued and outstanding, respectively
|
- | - | ||||||
Common
stock - $.001 par value; 500,000,000 shares authorized; 10,416,669 and
10,000,000 shares issued and outstanding, respectively
|
10,416 | 10,000 | ||||||
Additional
paid-in capital
|
12,084 | - | ||||||
Accumulated
deficit during the development stage
|
(16,296 | ) | (617 | ) | ||||
TOTAL
STOCKHOLDERS' EQUITY
|
6,204 | 9,383 | ||||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$ | 24,204 | $ | 13,883 |
See
accompanying notes to financial statements
1
Profit
Planners Management, Inc.
(A
Development Stage Company)
Statements
of Operations
(Unaudited)
Three
Months Ended
February
28, 2010
|
Nine
Months Ended
February
28, 2010
|
January
29, 2009 (Inception) -
February
28, 2010
|
||||||||||
REVENUE
- RELATED PARTIES
|
$ | 6,000 | $ | 18,000 | $ | 23,000 | ||||||
Operating
expenses:
|
||||||||||||
Consulting
& professional expenses - related party
|
4,500 | 13,500 | 18,000 | |||||||||
Consulting
& professional expenses
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2,015 | 13,245 | 13,245 | |||||||||
Other
operating expenses
|
- | 6,934 | 8,051 | |||||||||
Total
operating expenses
|
6,515 | 33,679 | 39,296 | |||||||||
NET
LOSS
|
$ | (515 | ) | $ | (15,679 | ) | $ | (16,296 | ) | |||
Basic
and diluted net loss per weighted-average shares common
stock
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||
Weighted-average
number of shares of common stock issued and outstanding
|
10,416,669 | 10,312,883 | 8,646,626 |
See
accompanying notes to financial statements
2
Profit
Planners Management, Inc.
(A
Development Stage Company)
Statements
of Changes in Stockholders’ Equity
For
the Period from Inception (January 29, 2009) to May 31, 2009
(Audited)
and
For the Nine Months Ended February 28, 2010 (Unaudited)
Common
|
Common
|
Additional
|
Accumulated
|
|||||||||||||||||
Stock
|
Stock
|
Paid-in
|
Deficit
during the
|
|||||||||||||||||
Shares
issued
|
Par
Value
|
Capital
|
development
stage
|
Total
|
||||||||||||||||
Balance
January 29, 2009 (Inception)
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
Contributed
capital
|
- | - | 10,000 | - | 10,000 | |||||||||||||||
Common
stock issued for formation of company
|
10,000,000 | 10,000 | (10,000 | ) | - | - | ||||||||||||||
Net
loss for the period ended May 31, 2009
|
- | - | (617 | ) | (617 | ) | ||||||||||||||
Balance
May 31, 2009
|
10,000,000 | $ | 10,000 | $ | - | $ | (617 | ) | $ | 9,383 | ||||||||||
Common
stock issued
|
416,669 | 416 | 12,084 | - | 12,500 | |||||||||||||||
Net
loss for the nine months ended February 28, 2010
|
- | - | (15,679 | ) | (15,679 | ) | ||||||||||||||
Balance
February 28, 2010
|
10,416,669 | $ | 10,416 | $ | 12,084 | $ | (16,296 | ) | $ | 6,204 |
See
accompanying notes to financial statements
3
Profit
Planners Management, Inc.
(A
Development Stage Company)
Statements
of Cash Flows
(Unaudited)
Nine
Months Ended
February
28, 2010
|
January 29, 2009 (Inception) –
February
28, 2010
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net
income
|
$ | (15,679 | ) | $ | (16,296 | ) | ||
Adjustments
to reconcile net loss to cash used in operating
activities:
|
||||||||
Changes
in operating assets and liabilities:
|
||||||||
Accounts
receivable-related party
|
(1,000 | ) | (6,000 | ) | ||||
Accounts
and accrued expenses payable - related party
|
13,500 | 18,000 | ||||||
NET
CASH USED IN OPERATING ACTIVITIES
|
(3,179 | ) | (4,296 | ) | ||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Cash
received for common stock purchased via private placement
|
12,500 | 12,500 | ||||||
Capital
contribution received from - related party
|
- | 10,000 | ||||||
NET
CASH PROVIDED BY FINANCING ACTIVITIES
|
12,500 | 22,500 | ||||||
NET
INCREASE IN CASH
|
9,321 | 18,204 | ||||||
Cash,
beginning of period
|
8,883 | - | ||||||
Cash,
END OF PERIOD
|
$ | 18,204 | $ | 18,204 |
See
accompanying notes to financial statements
4
Profit
Planners Management, Inc.
(A
Development Stage Company)
Notes
to Financial Statements
February 28,
2010
(Unaudited)
Note 1 Basis of
Presentation
The
accompanying unaudited financial statements of Profit Planners Management, Inc.
(the “Company”), a development stage company incorporated on January 29, 2009,
have been prepared in accordance with accounting principles generally accepted
in the United States of America and the rules and regulations of the United
States Securities and Exchange Commission for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all the information and footnotes necessary for
a comprehensive presentation of financial position, results of operations, or
cash flows. It is management's opinion, however, that all material adjustments
(consisting of normal recurring adjustments) have been made which are necessary
for a fair financial statement presentation. The results for the interim period
are not necessarily indicative of the results to be expected for the full
year.
The
balance sheet at May 31, 2009 has been derived from the audited financial
statements at that date, but does not include all of the information and
footnotes required by accounting principles generally accepted in the United
States of America for complete financial statements.
The
unaudited interim financial statements should be read in conjunction with the
Company’s Form S-1, which contains the audited financial statements and notes
thereto, together with Management’s Discussion and Analysis, for the year ended
May 31, 2009. The interim results for the period ended February 28,
2010 are not necessarily indicative of the results for the full fiscal
year.
Note 2 Going
Concern
As
reflected in the accompanying unaudited financial statements, the Company has a
net loss of $15,679 and net cash used in operations of $3,179 for the nine
months ended February 28, 2010; and had working capital of $6,204 and an
accumulated deficit of $16,296 at February 28, 2010.
Management
believes that the actions presently being taken and the success of future
operations will be sufficient to enable the Company to continue as a going
concern.
During
February 2009, the Company raised gross proceeds of $10,000 through issuance of
common stock to related parties for the purpose of funding operating expenses.
In August 2009 the Company raised an additional $12,500 from the sale of its
common stock. However, there can be no assurance that the raising of
equity will be successful and that the Company’s anticipated financing will be
available in the future, at terms satisfactory to the Company. Failure to
achieve the equity and financing at satisfactory terms and amounts could have a
material adverse effect on the Company’s ability to continue as a going concern.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
5
Note 3 Net loss per common
share
Basic net
loss per share is computed by dividing net loss by the weighted average number
of shares of common stock outstanding during the period. Diluted net loss per
share is computed by dividing net loss by the weighted average number of shares
of common stock and potentially outstanding shares of common stock during each
period. There were no potentially dilutive shares outstanding as of February 28,
2010.
Note 4 Stockholders Equity
The
Company was incorporated on January 29, 2009. The Company authorized 500,000,000
shares of common stock with a par value of $.001 and 50,000,000 shares of
preferred stock with a par value of $.001. During February 2009, the Company
issued 10,000,000 shares of common stock to its initial investors.
In August
2009 the Company sold 416,669 shares of its common stock for a total of
$12,500.
Note 5 Income
Taxes
The
Company has not recorded any income tax benefit for the three and nine months
ended February 28, 2010. At the present time, management cannot determine
when the Company will be able to generate sufficient taxable income to realize
the benefit; accordingly, a valuation allowance has been established to offset
the asset.
Note 6 Related Party
Transactions
The
Company’s related party revenues are derived from providing consulting services
(primarily CFO services) to two related companies. Consulting and
professional services provided by the Company’s CEO are classified as related
party expenses.
6
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
Forward-Looking
Statements
The
information in this report contains forward-looking statements. All statements
other than statements of historical fact made in this report are forward
looking. In particular, the statements herein regarding industry prospects and
future results of operations or financial position are forward-looking
statements. These forward-looking statements can be identified by the use of
words such as “believes,” “estimates,” “could,” “possibly,” “probably,”
anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other
variations or similar words. No assurances can be given that the future results
anticipated by the forward-looking statements will be achieved. Forward-looking
statements reflect management’s current expectations and are inherently
uncertain. Our actual results may differ significantly from management’s
expectations.
The
following discussion and analysis should be read in conjunction with our
financial statements, included herewith. This discussion should not be construed
to imply that the results discussed herein will necessarily continue into the
future, or that any conclusion reached herein will necessarily be indicative of
actual operating results in the future. Such discussion represents only the best
present assessment of our management.
Overview
We are a
Nevada Corporation founded in January 2009. We provide short-term (one to three
month) engagements of an outside chief financial officer (“CFO”) to assist
companies with certain transactions or restructurings. Such transactions
include, but are not limited to, the sale of a business, business
reorganizations, and the transfer of a family business, estate planning and the
tax implications of such transactions. There are many similar situations
where a small company, which normally would not have a CFO, would need one for a
period of time to complete a business transaction. We intend, through the
existing relationships of our CEO, to target companies that may need our
services.
Marketing
Our
marketing efforts will be targeted to small to mid sized companies that are
known to, located or identified by our CEO. We will also utilize our
contacts with other professional service firms (law firms, investment bankers,
venture capital firms and CPA audit firms) that provide services to the small
and middle market sector for referrals of potential clients. Our focus will be
on expanding our client base to include companies that are not affiliated with
our CEO. We believe that this strategy will provide the best results given our
limited marketing budget.
Our
target will be on companies that have sales of less than $100 million and are
based in North America. Our industry focus is media, technology, oil, gas, coal
and renewable energy. Although we will focus on these industries we will look at
opportunities in other industries if it makes economic sense.
We do not
currently have a web-site, however, we have reserved the domain name www.profitplannersmgt.com
and we intend to develop a web-site as part of our marketing
strategy.
7
Critical Accounting
Policies
Basis
of presentation - Going concern
The
accompanying financial statements have been prepared under a going concern basis
that contemplates the realization of assets and liquidation of liabilities in
the normal course of business. However, the Company has incurred operating
losses from inception through the period ended February 28, 2010. In addition,
at February 28, 2010 the Company has an accumulated deficit of $16,296. These
factors raise substantial doubt about the Company’s ability to continue as a
going concern.
During
February 2009, the Company raised gross proceeds of $10,000 through the raising
of equity from persons including related parties for the purpose of funding
operating expenses.
In August
2009 the Company raised $12,500 from the sale of its common stock.
However,
there can be no assurance that the raising of future equity will be successful
and that the Company’s anticipated financing will be available in the future, at
terms satisfactory to the Company. Failure to achieve the equity and financing
at satisfactory terms and amounts could have a material adverse effect on the
Company’s ability to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
Net
loss per common share
Basic net
loss per share is computed by dividing net loss by the weighted average number
of shares of common stock outstanding during the period. Diluted net loss per
share is computed by dividing net loss by the weighted average number of shares
of common stock and potentially outstanding shares of common stock during each
period. There were no potentially dilutive shares outstanding as of February 28,
2010.
Results
of operations
Three and Nine Months Ended February
28, 2010
For the
three and nine months ended February 28, 2010, we had related-party service
income of $6,000 and $18,000, respectively. Expenses for the three
and nine months ended February 28, 2010 totaled $6,515 and $33,679, respectively
resulting in a net loss of $515 and $15,679, respectively.
Operating
expenses for the three and nine months ended February 28, 2010 of $6,515 and
$33,679, respectively, are comprised of related party consulting fees for Wesley
Ramjeet, CEO, of $4,500 and $13,500, DTC consulting fees of none and $5,500,
accounting fees of $2,015 and $7,745, filing fees of none and $6,735 and office
service expenses of none and $199, respectively.
Period
from January 29, 2009 (Inception) through February 28, 2010
For the
period from January 29, 2009 (Inception) through February 28, 2010, we had
related-party service income of $23,000. There was no cost of goods related to
this service income for the period ended February 28, 2010. Expenses for the
period totaled $39,296 resulting in a net loss of $16,296.
Operating
expenses were $39,296, mainly comprised of related party consulting fees for
Wesley Ramjeet, CEO, of $18,000, DTC consulting fees of $5,500, accounting fees
of $7,745, filing fees of $6,735, and office service expense of
$1,316.
8
Liquidity
and Capital Resources
As of
February 28, 2010, we had cash of $18,204 as compared to cash of $8,883 as of
May 31, 2009. Net cash used in operating activities totaled $3,179 for the nine
months ended February 28, 2010. Net cash provided by financing activities
totaled $12,500 for the nine months ended February 28, 2010 which included
$12,500 for cash received for common stock purchased via private
placement.
Net cash
used in operating activities totaled $4,296 for the period ended January 29,
2009 (Inception) to February 28, 2010. Net cash provided by financing activities
totaled $22,500 for the period ended January 29, 2009 (Inception) to February
28, 2010 which included $12,500 for cash received for common stock purchased via
private placement and $10,000 for capital contribution received from a related
party.
In order
for us to execute our business plan we will need to raise at least $500,000 in
debt or equity. The funds are needed for building out the management team, sales
and marketing and working capital. There can be no assurance that we will be
able to raise the funds needed to execute our business plan.
If we are
unable to satisfy our cash requirements we may be unable to proceed with our
plan of operations. We do not anticipate the purchase or sale of any
significant equipment. The foregoing represents our best estimate of our cash
needs based on current planning and business conditions. In the event we
are not successful in reaching our initial revenue targets, additional funds may
be required, and we may not be able to proceed with our business plan for the
development and marketing of our core services. Should this occur, we will
suspend or cease operations.
We
anticipate that depending on market conditions and our plan of operations, we
may incur operating losses in the foreseeable future. Therefore, our auditors
have raised substantial doubt about our ability to continue as a going
concern.
ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK.
N/A
ITEM
4T. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls
and Procedures . Under the supervision and with the participation of our
management, including our President, Chief Financial Officer and Secretary, we
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rule 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”))
as of the end of the period covered by this report. Based upon that evaluation,
our President, Chief Financial Officer and Secretary concluded that our
disclosure controls and procedures as of the end of the period covered by this
report were effective such that the information required to be disclosed by us
in reports filed under the Securities Exchange Act of 1934 is (i) recorded,
processed, summarized and reported within the time periods specified in the
SEC’s rules and forms and (ii) accumulated and communicated to our
management to allow timely decisions regarding disclosure. A controls system
cannot provide absolute assurance, however, that the objectives of the controls
system are met, and no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within a company have
been detected.
Changes in Internal Control Over
Financial Reporting. During the most recent quarter ended February 28,
2010, there has been no change in our internal control over financial reporting
(as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange
Act) that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.
9
PART II
ITEM
1. LEGAL PROCEEDINGS.
N/A
ITEM
1A. RISK FACTORS.
N/A
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
On August
7, 2009, we sold a total of 416,669 shares of our common stock to four
individuals pursuant to the terms of a private transaction, which closed on that
date. The shares were sold at $.03 per share and the total proceeds to us from
the offering was $12,500. The shares were paid for with cash. In connection with
the issuance of such shares, we relied on the exemption from registration
provided by Section 4(2) of the Securities Act of 1933, as
amended.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES.
None
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
ITEM
5. OTHER INFORMATION.
None
10
ITEM
6. EXHIBITS.
Exhibit
Number
|
Description
of Exhibit
|
|
31.1
|
Certifications
required by Rule 13a-14, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification
of Chief Executive Officer and Principal Accounting Officer pursuant to 18
U.S.C.§ 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of
2002.
|
11
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.
PROFIT
PLANNERS MANAGEMENT, INC.
|
|
/s/
Wesley Ramjeet
|
|
April
14, 2010
|
Wesley
Ramjeet
|
Chief
Executive Officer, Chief Financial Officer and
Director
|
12