UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

  

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

 

For the quarterly period ended: August 31, 2016

 

or

 

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

 

For the transition period from: ______ to ______

 

PROFIT PLANNERS MANAGEMENT, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other Jurisdiction of

Incorporation or Organization)

 

1001 Avenue of the Americas, 2^nd Floor, New York, New York 10018

(Address of Principal Executive Offices)    (Zip Code)

 

(646) 289-5358

(Registrant’s telephone number, including area code)

 

                                                                                                                

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

 

Indicate by check mark whether the registrant (1) 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   ☒   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   ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

Large Accelerated Filer  ☐    Accelerated Filer  ☐    Non-Accelerated Filer  ☐    Smaller Reporting Company  ☒

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   Yes   ☐   No   ☒

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

Indicate the number of shares outstanding of the issuer's common stock, as of the latest practical date: As of October 10, 2016 the issuer had 5,430,279 outstanding shares of Common Stock

 

 

 

Profit Planners Management, Inc.

 

TABLE OF CONTENTS

 

		Page
	PART I
Item 1.	Condensed Consolidated Financial Statements	1
	Condensed Consolidated Balance Sheets as of August 31, 2016 (Unaudited) and May 31, 2016 (Audited)	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended August 31, 2016 and 2015 (Unaudited)	2
	Condensed Consolidated Statements of Cash Flows for the three months ended August 31, 2016 and 2015 (Unaudited)	3
	Notes to the Condensed Consolidated Financials (Unaudited)	4
Item 2.	Management’s Discussion and Analysis or Plan of Operation	6
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	11
SIGNATURES		12

 

 

PART I.

 

ITEM 1. FINANCIAL INFORMATION

 

Profit Planners Management, Inc.

Condensed Consolidated Balance Sheets

 

		(Unaudited)
		August 31, 2016				May 31, 2016
Assets
Current assets:
Cash		$	290,636			$	270,178
Accounts receivable (net of allowance of $60,705 and $60,705, respectively)			115,557				103,122
Other current assets			10,973				6,195
Total current assets			417,166				379,495
Property and equipment:
Property and equipment			20,915				19,174
Less: accumulated depreciation			(14,740	)			(14,049	)
Net property and equipment			6,175				5,125
Total Assets		$	423,341			$	384,620
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable and accrued expenses		$	238,135			$	224,391
Accrued expenses - employee compensation			25,000				25,000
Accrued expenses - officer's compensation			610,162				592,210
Deferred revenue			5,275				-
Total current liabilities			878,572				841,601
Accrued expenses - employee compensation, less current portion			77,013				79,513
Total Liabilities			955,585				921,114
Commitments and contingencies
Stockholders' Deficit
Preferred stock - $.001 par value; 50,000,000 shares authorized; none issued and outstanding			-				-
Common stock - $.001 par value; 50,000,000 shares authorized; 5,430,279 issued and outstanding			5,430				5,430
Additional paid-in capital			301,766				301,766
Accumulated deficit			(839,440	)			(843,690	)
Net Stockholders' Deficit			(532,244	)			(536,494	)
Total Liabilities And Stockholders' Deficit		$	423,341			$	384,620

 

See accompanying notes to the condensed consolidated financial statements

 

 

Profit Planners Management, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income

(Unaudited)

 

		Three Months Ended
		August 31, 2016				August 31, 2015
Revenues - consulting and management services fees		$	297,499			$	264,082
Cost of revenues - personnel and overhead costs			149,571				119,073
Gross Profit			147,928				145,009
Selling, general and administrative expenses:
Corporate management			59,132				58,995
Consulting and professional expenses			36,180				28,019
Other operating expenses			48,819				64,951
Total selling, general and administrative expenses			144,131				151,965
Net income (loss) and comprehensive income (loss) from operations			3,797				(6,956	)
Interest income			453				-
Net income (loss) and comprehensive income (loss)		$	4,250			$	(6,956	)
Net income (loss) per weighted average shares common stock - basic and diluted		$	0.00			$	(0.00	)
Weighted average number of shares of common stock issued and outstanding - basic and diluted			5,430,279				5,430,279

 

See accompanying notes to the condensed consolidated financial statements

 

 

Profit Planners Management, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

		Three Months Ended
		August 31, 2016				August 31, 2015
Net cash provided by operating activities		$	22,199			$	51,862
Net cash used in investing activities			(1,741	)
Net cash provided by financing activities			-				-
Net change in cash			20,458				51,862
Cash, beginning of period			270,178				57,906
Cash, end of period		$	290,636			$	109,768

 

See accompanying notes to the condensed consolidated financial statements

 

 

Profit Planners Management, Inc.

Notes to the Consolidated Financial Statements

(Unaudited) 

 

NOTE 1 - BASIS OF PRESENTATION

 

The accompanying unaudited condensed consolidated financial information of Profit Planners Management, Inc. (the Company) 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 8 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 condensed consolidated financial information for the three months ended August 31, 2016 include the accounts of the Company and its wholly-owned subsidiaries and all intercompany balances and transactions have been eliminated in consolidation.

 

The balance sheet at May 31, 2016 has been derived from the audited consolidated 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 information should be read in conjunction with the Company’s Form 10-K, which contains the audited consolidated financial statements and notes thereto, together with Management’s Discussion and Analysis, for the year ended May 31, 2016. The interim results for the three months ended August 31, 2016 are not necessarily indicative of the results for the full fiscal year.

  

NOTE 2 – RECENT ISSUED ACCOUNTING PRONOUNCEMENTS

 

In May 2015, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2014-09: Revenue from Contracts with Customers. The standard outlines a five-step model for revenue recognition with the core principle being that a company should recognize revenue when it transfers control of goods or services to customers at an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. Companies can choose to apply the standard using either the full retrospective approach or a modified retrospective approach. Under the modified approach, financial statements will be prepared for the year of adoption using the new standard but prior periods presented will not be adjusted. Instead, companies will recognize a cumulative catch-up adjustment to the opening balance of retained earnings. This new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period (as amended in August 2015 by ASU 2015-14, Deferral of the Effective Date). Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company has not yet made a determination as to the method of application (full retrospective or modified retrospective). It is too early to assess whether the impact of the adoption of this new guidance will have a material impact on the Company's results of operations, financial position or cash flows.   

 

In February 2016, the FASB issued ASU 2016-02: Leases (Topic 842). ASU 2016-02 supersedes FASB ASC Topic 840, Leases, and makes confirming amendments to GAAP. ASU 2016-02 requires, among other changes to the lease accounting guidance, lessees to recognize most leases on the balance sheet via a right of use asset and lease liability, and additional qualitative and quantitative disclosures. ASU 2016-02 is effective for public business in fiscal years beginning after December 15, 2018, including interim periods within that reporting period. The Company is currently evaluating the effect this new standard will have on tis consolidated financial statements.

 

The Company does not expect the adoption of any other recently issued accounting standards to have a material impact on its consolidated results of operations, financial position or cash flows.

 

 

NOTE 3 – NET INCOME (LOSS) PER COMMON SHARE

 

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (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 August 31, 2016 and August 31, 2015, respectively.

 

NOTE 4 - RELATED PARTY TRANSACTIONS 

 

The Company has accrued officer’s compensation expense payable to the CEO, who has a controlling ownership interest in the Company. The compensation obligations owed to the CEO totaled $610,162 and $592,210 as of August 31, 2016 and May 31, 2016, respectively. 

 

NOTE 5 - INCOME TAXES

 

For tax purposes as of August 31, 2016, the Company has United States federal and state (New York and Florida) net operating loss (NOL) carryovers which are available to offset future taxable income. The Company has not recorded any income tax expense or benefit for the three months ended August 31, 2016. Any taxable income will be offset by NOL carryovers generated in previous years. At the present time, management cannot determine if the Company will be able to generate sufficient taxable income to realize the benefits of the NOL carryovers; accordingly, a valuation allowance has been established to offset the asset.

 

 

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 accompanying condensed consolidated financial statements and the notes to those financial statements included in this filing. The following discussion includes forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this filing.

 

Operations

 

We are a Nevada Corporation founded in January 2009 with offices in New York and Florida.

 

Our Business

 

Our operations are focused on the following major business areas:

 

	●	CFO, Accounting and Tax Services;
	●	Insurance Services;
	●	Advisory Consulting Services;
	●	Management Services

 

CFO, Accounting and Tax Services

 

Our CFO, Accounting and Financial Services division provides management, staffing, payroll, human resources, billing and tax services to our clients. We provide short-term engagements of outside management services to help companies complete certain transactions or restructurings. Additionally, we provide monthly accounting, payroll, tax and billing services to businesses that do not have those departments.

 

Clients are billed either on an hourly basis for the accounting and financial services we provide or under a monthly retainer, if the engagement is to be for an extended period of time. The hourly rates that we charge our clients for these services depends on the complexity of the work being done and the experience level of the persons assigned to the work.

 

Our CFO, Accounting and Tax Services division is currently our main revenue generator with more than 90% of our revenues coming from these services. In the future, we expect this percentage to go down as our other business divisions gain traction in the market place.

 

 

Insurance Services

 

Our Insurance division, PPMT Group, is a licensed insurance brokerage. We offer a wide array of insurance and insurance related products such as life insurance, annuities. Our Insurance offers insurance services to our corporate clients as part of our consulting services. It also sells insurance products and services directly to individuals and companies that have not engaged us for other consulting services.

 

We receive commission from the insurance carrier based on the premium of the product being purchased.

 

Advisory Consulting Services

 

Our Advisory Consulting Services Practice, PPMT Strategic Group, supplies strategic and financial consulting services to companies looking to raise capital in the debt and equity markets. Our knowledge and access to experienced personnel can provide the planning, financial modeling and advice to middle market companies.

 

Clients are billed either on an hourly basis for these services we provide or under a monthly retainer, if the engagement is to be for an extended period of time. The hourly rates that we charge our clients for these services depends on the complexity of the work being done and the experience level of the persons assigned to the work.

 

Management Services

 

Our Management Services division provides budgeting and asset allocation and control advice to professional athletes, entertainers and other high earning individuals. The services that our Management Services division provides include reviewing a client’s current earnings and expenses and advising on what changes need to be made to create long-term financial stability. The main goal of our Management Services division is to create a solid long-term financial plan for these high earning individuals and to create the budgeting discipline needed for these clients to retire comfortably.

 

The Management Services that we provide are billed either on an hourly basis or under a monthly retainer depending on the length of the engagement. We may also generate revenue from the sale of insurance products to our Management Services clients if such products are needed as part of the long-term financial plan that has been created.

 

Growth and Profitability Strategy

 

Our objective is to increase our revenue, profitability and cash flow by offering our clients a wide array of essential services in a “one-stop-shopping” framework. By doing so we can simplify the logistics of our client’s purchases of these essential services, eliminate redundant services and streamline the business operations of our corporate clients.

 

Marketing

 

Our marketing focus depends on the business and consumer market. For our CFO, Accounting and Tax Services business, our marketing efforts are targeted at small to midsized companies that are known to, located or identified by our finders’ network. We 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. We plan to expand and leverage our current clientele in our CFO, Accounting and Tax services group for potential leads and referrals. We also intend to explore alliances or potential acquisitions of small accounting, or other consulting firms, to access their customer lists so that we can expand our client base. 

 

  

Although our target market has been on companies that have sales of less than $100 million and are based in North America, we plan to expand to larger companies as our consulting staff grows. We also focus our efforts on Private Equity and Investment Banking firms, who generally require the skill base we possess for some of their investments. Our industry focus is professional services and products related to our businesses. Although we focus on these industries, we will look at opportunities in other industries if it makes economic sense.

 

We currently own and operate various web-sites, with the following being the more prominent ones:

 

	●	www.profitplannersmgt.com
	●	www.profitplannersinsurancegroup.com
	●	www.ppmtgroup.com

 

We use these websites as part of our marketing strategy.  In addition, we work to expand our communications through various channels of social and business media that include our websites, other sites such as LinkedIn, Facebook and Twitter, and through press releases and articles. We will continue to maintain all of our websites.

 

Our marketing costs for the three months ended August 31, 2016 related to our continuing business operations were approximately $2,804. Ongoing marketing expenses consisted of e-mails, promotions and use of social media to communicate to potential customers.

 

We believe that these strategies will provide the best results given our limited marketing budget.

  

Critical Accounting Policies  

 

Accounts receivable

 

Accounts receivable represents trade obligations from customers that are subject to normal trade collection terms, without discounts. 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 August 31, 2016, an allowance for doubtful accounts of $60,705 was required as a result of the Company believing certain receivables for consulting services will no longer be collected either fully or partially. 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 recognizes 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 income (loss) per common share

 

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were 5,430,279 shares outstanding as of August 31, 2016 and August 31, 2015. 

 

  

Results of Operations

 

Three Months Ended August 31, 2016 and 2015

 

Continuing Operations

 

For the three months ended August 31, 2016 and 2015, we had revenue of $297,499 and $264,082, respectively. Additionally, we had interest income of $453 for the three months ended August 31, 2016 and none during the three months ended August 31, 2015. Cost of revenues for the three months ended August 31, 2016 and 2015 totaled $149,571and $119,073, respectively. Selling, general and administrative expenses for the three months ended August 31, 2016 and 2015 totaled $144,131 and $151,965, respectively, resulting in a net income (loss) of $4,250 and ($6,956), respectively.

 

Consulting services income for the three months ended August 31, 2016, consisted of CFO, Accounting and Tax Services of $297,499. For the comparable three months ended August 31, 2015, consulting service income consisted of CFO, Accounting and Tax Services of $264,082. The changes in services income are attributable to growth in our client base and increased billing on our current clients.

 

Cost of revenues for the three months ended August 31, 2016, were comprised of personnel and overhead costs of $149,571. The personnel and overhead costs were comprised of salaries and compensation expenses of $86,694 and other overhead expenses of $62,877. Cost of revenues for the three months ended August 31, 2015 were comprised of personnel and overhead expenses of $119,073. The personnel and overhead costs were comprised of salaries and compensation expenses of $78,026 and other overhead expenses of $41,047.

 

Selling, general and administrative expenses for the three months ended August 31, 2016, was $144,131 comprised of net compensation expense for corporate management of $59,132, consulting and professional expenses of $36,180, rent expense of $19,890, office and IT related expenses of $4,491, travel-related expenses of $10,225 and other expenses of $14,213.

 

Selling, general and administrative expenses for the three months ended August 31, 2015, was $151,965 comprised of net compensation expense for corporate management of $58,995, consulting and professional expenses of $28,019, rent expense of $19,913, office and IT related expenses of $3,863, travel-related expenses of $5,653 and other expenses of $35,522.

 

For the three months ended August 31, 2016, as compared to same period ended August 31, 2015, there was a decrease in selling, general and administrative expenses of $7,834. Our consulting and professional fees increased primarily because our audit fees increased. Our other operating expenses decreased primarily because bad debts decreased.

 

Liquidity and Capital Resources

 

As of August 31, 2016, we had cash of $290,636 as compared to cash of $270,178 as of May 31, 2016. The increase in net cash of $20,458 was the result of net cash provided by operating activities for the three months ended August 31, 2016 and was attributable to a net income of $4,250, non-cash adjustments for depreciation of $691 and a net change in operating assets and liabilities of $17,258. In addition, the Company purchased $1,741 in equipment.

 

   

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 August 31, 2016, 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.

 

We were not a party to any material legal proceedings during the period covered by this Quarterly Report.

 

ITEM 1A. RISK FACTORS.

 

Our Annual Report on Form 10-K for the fiscal year ended May 31, 2016 contains a description of the risk factors relating to our operations and to an investment in our common stock.

 

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

 

None

 

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		Certification 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.
101.INS		XBRL Instance Document.
101.SCH		XBRL Taxonomy Extension Schema Document.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

 

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.

  

Date: October 11, 2016	Profit Planners Management, Inc.
	By:	/s/ Wesley Ramjeet
		Wesley Ramjeet Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and Director

 

 

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