Profit Planners Management, Inc. - FORM 10-Q

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EX-31.1 - Profit Planners Management, Inc.	v218634_ex31-1.htm
EX-32.1 - Profit Planners Management, Inc.	v218634_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, 2011

¨ 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.)

3001 West Hallandale Beach Blvd. Suite 313

Pembroke Park, FL 33009

(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 ¨		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, 2011, the issuer had 12,416,669 outstanding shares of Common Stock.

Profit Planners Management, Inc.

(A Development Stage Company)

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Financial Statements

	Balance Sheets as of February 28, 2011 (Unaudited) and May 31, 2010 (Audited)	1
	Statements of Operations for the three and nine months ended February 28, 2011 (Unaudited), the three and nine months ended February 28, 2010 (Unaudited), and for the period from inception (January 29, 2009) to February 28, 2011 (Unaudited)	2
	Statement of Stockholders’ Equity for the period from inception (January 29, 2009) to May 31, 2010 (Audited) and the nine months ended February 28, 2011 (Unaudited)	3
	Statements of Cash Flows for the nine months ended February 28, 2011 (Unaudited), the nine months ended February 28, 2010 (Unaudited) and the period from January 29, 2009 (Inception) to February 28, 2011 (Unaudited)	4
	Notes to the Financials (Unaudited)	5

Item 2.	Management’s Discussion and Analysis or Plan of Operation	7
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	10
Item 4T	Controls and Procedures	10

	PART II
Item 1.	Legal Proceedings	11
Item 1A.	Risk Factors	11
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3.	Defaults Upon Senior Securities	11
Item 4.	Submission of Matters to a Vote of Security Holders	11
Item 5.	Other Information	11
Item 6.	Exhibits	12

SIGNATURES		13

PART I.

ITEM 1. FINANCIAL INFORMATION

Profit Planners Management, Inc.

(A Development Stage Company)

Balance Sheets

	February 28, 2011			May 31, 2010
Assets
Current Assets:
Cash	$	4,722		$	18,204
Accounts receivable-related party		22,500			12,000
Prepaid Expenses		1,288			-
Total Assets	$	28,510		$	30,204

Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
Accounts and accrued expenses payable	$	13,210		$	2,760
Accounts and accrued expenses payable - related party		36,000			22,500
Due to related party		2,380			-
Total Liabilities		51,590			25,260

Stockholders' Equity (Deficit)
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; 12,416,669 at February 28, 2011 and 10,416,669 shares issued and outstanding at May 31, 2010, respectively		12,416			10,416
Additional paid-in capital		70,084			12,084
Accumulated deficit during the development stage		(105,580	)		(17,556	)
Total Stockholders' Equity (Deficit)		(23,080	)		4,944
Total Liabilities And Stockholders' Equity (Deficit)	$	28,510		$	30,204

See accompanying notes to financial statements

Profit Planners Management, Inc.

(A Development Stage Company)

Statements of Operations

(Unaudited)

	Three Months Ended February 28, 2011			Three Months Ended February 28, 2010			Nine Months Ended February 28, 2011			Nine Months Ended February 28, 2010			January 29, 2009 (Inception) - February 28, 2011
Revenue - Related Parties	$	3,000		$	6,000		$	12,000		$	18,000		$	41,000

Operating expenses:
Consulting & professional expenses - related party		64,500			4,500			73,500			13,500			96,000
Consulting & professional expenses		1,927			2,015			13,671			13,245			28,931
Other operating expenses		5,213			-			12,853			6,934			21,649
Total operating expenses		71,640			6,515			100,024			33,679			146,580

Net Loss	$	(68,640	)	$	(515	)	$	(88,024	)	$	(15,679	)	$	(105,580	)

Basic and diluted net loss per weighted-average shares common stock	$	(0.01	)	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.01	)

Weighted-average number of shares of common stock issued and outstanding		11,194,447			10,416,669			10,673,079			10,312,883			9,588,818

See accompanying notes to financial statements

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, 2010 (Audited)

and For the Nine Months Ended February 28, 2011 (Unaudited)

	Common Shares Outstanding		Common Stock		Additional Paid-in Capital		Accumulated Deficit during the development stage			Total

Balance January 29, 2009 (Inception)		-	$	-	$	-	$	-		$	-

Issuance of common stock		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

Issuance of common stock		416,669		416		12,084		-			12,500
Net loss for the year ended May 31, 2010				-		-		(16,939	)		(16,939	)
Balance May 31, 2010		10,416,669		10,416		12,084		(17,556	)		4,944

Issuance of common stock for service to a related party		2,000,000		2,000		58,000		-			60,000
Net loss for the nine months ended February 28, 2011		-		-		-		(88,024	)		(88,024	)
Balance February 28, 2011		12,416,669	$	12,416	$	70,084	$	(105,580	)	$	(23,080	)

See accompanying notes to financial statements

Profit Planners Management, Inc.

(A Development Stage Company)

Statements of Cash Flows

(Unaudited)

	Nine Months Ended February 28, 2011			Nine Months Ended February 28, 2010			January 29, 2009 (Inception) - February 28, 2011

Cash Flows From Operating Activities
Net loss	$	(88,024	)	$	(15,679	)	$	(105,580	)
Adjustments to reconcile net loss to cash used in operating activities:
Stock issued for services to a related party		60,000						60,000
Changes in operating assets and liabilities:
Accounts receivable-related party		(10,500	)		(1,000	)		(22,500	)
Prepaid expenses		(1,288	)		-			(1,288	)
Accounts and accrued expenses payable		10,450			-			13,210
Accounts and accrued expenses payable - related party		13,500			13,500			36,000
Net Cash Used In Operating Activities		(15,862	)		(3,179	)		(20,158	)

Cash Flows From Financing Activities
Issuance of common stock		-			12,500			12,500
Issuance of common stock - related party		-			-			10,000
Proceeds from related party		2,380			-			2,380
Net Cash Provided by Financing Activities		2,380			12,500			24,880

Net (Decrease) Increase in Cash		(13,482	)		9,321			4,722
Cash, beginning of period		18,204			8,883			-
Cash, end of period	$	4,722		$	18,204		$	4,722

See accompanying notes to financial statements

Profit Planners Management, Inc.

(A Development Stage Company)

Notes to Financial Statements

February 28, 2011

(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, 2010 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 10-K, which contains the audited financial statements and notes thereto, together with Management’s Discussion and Analysis, for the year ended May 31, 2010. The interim results for the period ended February 28, 2011 are not necessarily indicative of the results for the full fiscal year.

NOTE 2 – 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, 2011 or May 31, 2010.

NOTE 3 – GOING CONCERN

As reflected in the accompanying condensed financial statements, the Company has a net loss of $88,024 and net cash used in operations of $15,862 for the nine months ended February 28, 2011; and had negative working capital of $23,080 and an accumulated deficit of $105,580 at February 28, 2011. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

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. In addition, management intends to obtain capital in the near future through additional private placement offerings. 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.

NOTE 4 – RELATED PARTY TRANSACTIONS

All Company’s revenues and related accounts receivable are derived from providing consulting services (primarily CFO services) to two companies substantially owned by our CEO. Consulting and professional services provided to these related companies by our CEO are classified as related party expenses.

On January 24, 2011 the Company issued 2,000,000 shares of common stock to our CEO in exchange for $60,000 of professional services performed.

NOTE 5 – INCOME TAXES

The Company has not recorded any income tax benefit for the nine months ended February 28, 2011. 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 – LEASES

On December 21, 2010, the Company entered into a one year operating lease for their office in Florida. Office expense fees of $663 are paid on a monthly basis for basic office services.

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 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, 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 midsized 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.

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, 2011. In addition, at February 28, 2011 the Company has an accumulated deficit of $105,580. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

During 2011, the Company intends to raise financing for the purpose of funding operating expenses.

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.

Accounts receivable

Accounts receivable represents CFO and accounting services obligations from customers. The Company periodically evaluates the collectability of its accounts receivable and considers the need to record or adjust an allowance for doubtful accounts based upon historical collection experience and specific customer information. Actual amounts could vary from the recorded estimates. The Company has determined that as of February 28, 2011, no allowance for doubtful accounts was required because we believe that all receivables will subsequently be collected. The Company does not require collateral to support customer receivables.

Revenue recognition

The Company’s revenues are derived from management, financial and accounting advisory services. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement that the services have been rendered to the customer, the sales price is fixed or determinable, and collectability is reasonably assured.

Net loss per common share

Results of operations

Three and Nine Months Ended February 28, 2011 and February 28, 2010

For the three and nine months ended February 28, 2011and February 28, 2010, we had related-party service income of $3,000, $12,000, $6,000 and $18,000, respectively. Expenses for the three and nine months ended February 28, 2011 and February 28, 2010 totaled $71,640, $100,024, $6,515 and $33,679, respectively resulting in a net loss of $68,640, $88,024, $515 and $15,679, respectively. During the nine months ended February 28, 2011, one of our two related party contracts expired and was not renewed, resulting in a reduction in revenues by $1,000 per month for the third quarter as compared to the first quarter.

Operating expenses for the three and nine months ended February 28, 2011 were $71,640 and $100,024, respectively, which comprised of related party consulting fees for Wesley Ramjeet, CEO, of $64,500 and $73,500, ($60,000 settled through the issuance of common stock), accounting fees of $1,927 and $13,671, and filing fees of $1,521 and $9,161, respectively. For the three and nine months ended February 28, 2010, the operating expenses were $6,515 and $33,679, respectively, 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 expense of none and $199, respectively.

Period from January 29, 2009 (Inception) through February 28, 2011

For the period from January 29, 2009 (Inception) through February 28, 2011, we had related-party service income of $41,000. Expenses for the period totaled $146,581 resulting in a net loss of $105,581.

Operating expenses were $146,581, mainly comprised of related party consulting fees for Wesley Ramjeet, CEO, of $96,000, other consulting fees of $5,500, accounting fees of $23,431, filing fees of $16,260, office service expense of $1,828, and other expenses of $3,562, respectively.

Liquidity and Capital Resources

Capital Resources and Liquidity

As of February 28, 2011, we had cash of $4,722 as compared to cash of $18,204 as of May 31, 2010. Net cash used in operating activities totaled $15,862 for the nine months ended February 28, 2011.

Net cash used in operating activities totaled $3,179 for the nine months ended February 28, 2010. Net cash provided by financing activities totaled $2,380 and $12,500 for the nine months ended February 28, 2011 and February 28, 2010, respectively.

Net cash used in operating activities totaled $20,158 for the period ended January 29, 2009 (Inception) to February 28, 2011. Net cash provided by financing activities totaled $24,880 for the period ended January 29, 2009 (Inception) to February 28, 2011 which included $12,500 for cash received for common stock issued via private placement , $10,000 cash received from a related party for common stock issued and $2,380 cash 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, 2011, 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.

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.

N/A

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

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

None

ITEM 5. OTHER INFORMATION.

None

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.

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.

April 14, 2011	/s/ Wesley Ramjeet
	Wesley Ramjeet
	Chief Executive Officer, Chief Financial Officer and Director

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