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, 2015
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, 2nd
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 1, 2015 the issuer
had 5,430,279 outstanding shares of Common Stock
Profit
Planners Management, Inc.
TABLE
OF CONTENTS
|
PART I |
Page |
Item 1. |
Condensed
Consolidated Financial Statements |
|
|
|
|
|
Condensed
Consolidated Balance Sheets as of August 31, 2015 (Unaudited) and May 31, 2015 (Audited) |
1 |
|
Condensed
Consolidated Statements of Operations and Comprehensive Loss for the three months ended August 31, 2015 and 2014 (Unaudited) |
2 |
|
Condensed
Consolidated Statements of Cash Flows for the three months ended August 31, 2015 and 2014 (Unaudited) |
3 |
|
Notes
to the Condensed Consolidated Financials (Unaudited) |
4 |
|
|
|
Item
2. |
Management’s
Discussion and Analysis or Plan of Operation |
7 |
Item
3. |
Quantitative
and Qualitative Disclosures About Market Risk |
11 |
Item 4T |
Controls
and Procedures |
12 |
|
|
|
|
PART II |
|
Item
1. |
Legal
Proceedings |
13 |
Item 1A. |
Risk
Factors |
13 |
Item
2. |
Unregistered
Sales of Equity Securities and Use of Proceeds |
13 |
Item
3. |
Defaults
Upon Senior Securities |
13 |
Item
4. |
Submission
of Matters to a Vote of Security Holders |
13 |
Item
5. |
Other
Information |
13 |
Item
6. |
Exhibits |
13 |
|
|
SIGNATURES |
14 |
PART I.
ITEM 1. FINANCIAL INFORMATION
Profit Planners Management, Inc.
Condensed Consolidated Balance Sheets
| |
(Unaudited) | | |
| |
| |
August 31, 2015 | | |
May 31,
2015 | |
Assets | |
| | |
| |
Current assets: | |
| | |
| |
Cash | |
$ | 109,768 | | |
$ | 57,906 | |
Accounts receivable (net of allowance of $52,401 and $ 34,079, respectively) | |
| 83,578 | | |
| 99,497 | |
Other current assets | |
| 6,342 | | |
| 6,991 | |
Total current assets | |
| 199,688 | | |
| 164,394 | |
| |
| | | |
| | |
Property and equipment: | |
| | | |
| | |
Property and equipment | |
| 13,172 | | |
| 13,172 | |
Less: accumulated depreciation | |
| (11,911 | ) | |
| (10,998 | ) |
Net property and equipment | |
| 1,261 | | |
| 2,174 | |
| |
| | | |
| | |
Total Assets | |
$ | 200,949 | | |
$ | 166,568 | |
| |
| | | |
| | |
Liabilities and Stockholders' Deficit | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 173,010 | | |
$ | 161,290 | |
Accounts payable and accrued expenses - related parties | |
| 68,710 | | |
| 74,712 | |
Accrued expenses - employee compensation | |
| 18,463 | | |
| 25,000 | |
Accrued expenses - officer's compensation | |
| 511,913 | | |
| 466,907 | |
Deferred revenue | |
| - | | |
| 2,850 | |
Total current liabilities | |
| 772,096 | | |
| 730,759 | |
| |
| | | |
| | |
Accrued expenses - employee compensation, less current portion | |
| 101,000 | | |
| 101,000 | |
| |
| | | |
| | |
Total Liabilities | |
| 873,096 | | |
| 831,759 | |
| |
| | | |
| | |
Commitments and contingencies (Note 7) | |
| - | | |
| - | |
| |
| | | |
| | |
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 shares issued and outstanding | |
| 5,430 | | |
| 5,430 | |
Additional paid-in capital | |
| 301,766 | | |
| 301,766 | |
Accumulated deficit | |
| (979,343 | ) | |
| (972,387 | ) |
Net Stockholders' Deficit | |
| (672,147 | ) | |
| (665,191 | ) |
Total Liabilities And Stockholders' Deficit | |
$ | 200,949 | | |
$ | 166,568 | |
See accompanying notes to the condensed consolidated financial statements
Profit Planners Management, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
| |
Three Months Ended
August 31,
2015 | | |
Three Months Ended
August 31,
2014 | |
| |
| | |
| |
Revenues - consulting and management services fees | |
$ | 264,082 | | |
$ | 135,968 | |
| |
| | | |
| | |
Cost of revenues - personnel and overhead costs | |
| 119,073 | | |
| 106,628 | |
| |
| | | |
| | |
Gross Profit | |
| 145,009 | | |
| 29,340 | |
| |
| | | |
| | |
Selling, general and administrative expenses: | |
| | | |
| | |
Corporate management | |
| 58,995 | | |
| 69,356 | |
Consulting and professional expenses | |
| 28,019 | | |
| 15,092 | |
Other operating expenses | |
| 64,951 | | |
| 29,804 | |
Total selling, general and administrative expenses | |
| 151,965 | | |
| 114,252 | |
| |
| | | |
| | |
Net loss and comprehensive loss | |
$ | (6,956 | ) | |
$ | (84,912 | ) |
| |
| | | |
| | |
Net (loss) income per weighted-average shares common stock - basic and diluted: | |
| | | |
| | |
Net loss | |
$ | (0.00 | ) | |
$ | (0.02 | ) |
| |
| | | |
| | |
Weighted-average number of shares of common stock to be issued and outstanding - basic and diluted: | |
| 5,430,279 | | |
| 5,405,279 | |
See accompanying notes to the condensed consolidated financial statements
Profit Planners Management, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| |
Three Months Ended | | |
Three Months Ended | |
| |
August 31, 2015 | | |
August 31, 2014 | |
| |
| | | |
| | |
Net cash provided by (used in) operating activities | |
$ | 51,862 | | |
$ | (9,771 | ) |
| |
| | | |
| | |
Net cash used in investing activities | |
| - | | |
| - | |
| |
| | | |
| | |
Net cash provided by financing activities | |
| - | | |
| - | |
| |
| | | |
| | |
Net change in cash | |
| 51,862 | | |
| (9,771 | ) |
Cash, beginning of period | |
| 57,906 | | |
| 39,982 | |
Cash, end of period | |
$ | 109,768 | | |
$ | 30,211 | |
See accompanying notes to the condensed consolidated financial statements
Profit Planners Management, Inc.
Notes to Condensed Consolidated Financial
Statements
August 31, 2015
(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, 2015 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, 2015 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, 2015. The interim results
for the three months ended August 31, 2015 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 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. 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 been made 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.
NOTE 3 – NET 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, 2015 and August 31, 2014, respectively. Due to the loss for the periods presented, the shares are not included
in the calculation as they would be anti-dilutive.
NOTE 4 – GOING CONCERN
As reflected
in the accompanying audited financial statements, the Company has had a net loss and comprehensive loss from continuing operations
of $6,956 for the three months ended August 31, 2015 and the Company has minimal historical evidence of positive earnings as evidenced
by the accumulated deficit of $979,343 at August 31, 2015. This historical trend of losses raises 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. These actions include continuing to grow the Company’s revenues to sufficiently support its
cost structure through existing and new clients while actively seeking channels to develop business. Management may seek additional
financing using equity or debt instruments in the future through additional private placement offerings.
Notes to Condensed Consolidated Financial
Statements
August 31, 2015
(Unaudited) Continued
There can be
no assurance that the actions taken and raising of equity will be successful or 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 5 – RELATED PARTY
The Company had accrued officer’s
salary expense payable to the CEO, who has a controlling ownership interest in the Company. The net compensation owed to the CEO
totaled $511,913 and $466,907 as of August 31, 2015 and May 31, 2015, respectively.
The Company had accrued compensation
expense payable to a former Director of the Company for providing legal counsel services for $1,000 per month. The compensation
obligations owed to the Director totaled $26,142 and $22,000 as of August 31, 2015 and May 31, 2015, respectively.
NOTE 6 – INCOME TAXES
The Company has not recorded any income
tax expense or benefit for the three months ended August 31, 2015. Any taxable income generated will be offset by net operating
losses (“NOL”) 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 benefit of the NOL carryforwards; accordingly, a valuation allowance
has been established to offset the asset.
NOTE 7 – CONTINGENT EMPLOYEE BONUS
On January 1, 2013, the Company entered
into a compensation agreement with an employee that provides for a bonus based upon certain performance requirements. Since inception
of the compensation agreement, management has evaluated the results of the employee’s performance and determined that the
likelihood of payment would be remote as the employee did not meet the minimum performance requirements.
The employee and management are in negotiations
to finalize the previous and future compensation, however, management estimates that it is probable the Company will settle with
the employee for a $130,000 bonus for past services.
As a result of the expected settlement,
the Company expensed $130,000 during 2014 in conjunction with the bonus. $10,537 has been paid out related to the bonus as of August
31, 2015.
Notes to Condensed Consolidated Financial
Statements
August 31, 2015
(Unaudited) Continued
NOTE 8 – EQUITY
On April 24,
2015, the Company’s Board of Directors approved a One (1) for Ten (10) reverse stock split of the Registrant’s authorized
and issued and outstanding par value $.001 per share common stock (the “Reverse Stock Split”). Under the terms of
the Reverse Stock Split, (i) each Ten (10) shares of common stock held by the Registrant’s shareholders shall be reclassified
and converted to One (1) common share, (ii) the number of shares of common stock authorized by the Registrant’s Articles
of Incorporation shall be reduced from 500,000,000 shares to 50,000,000 shares. All periods presented in the accompanying consolidated
financial statements have been retroactively adjusted to reflect the Reverse Stock Split.
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 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, California and Florida.
Our
Business
Our
operations are focused on the following major business areas:
|
● |
CFO,
Accounting and Tax Services; |
|
● |
Insurance
and Healthcare 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
and Healthcare Insurance Services
Our
Insurance and Healthcare 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, health insurance, healthcare discount benefit cards and programs
as well as self-funded health insurance accounts. Our Insurance and Healthcare Insurance division 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
will receive commission from the insurance carrier based on the premium of the product being purchased.
As
the operation has yet to generate any revenues, we are re-evaluating our approach.
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
web-sites 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 web-sites, other sites such as LinkedIn, Facebook and Twitter, and through press
releases and articles. We will continue to maintain all of our web-sites.
Our marketing
costs for the three months ended August 31, 2015 related to our continuing business operations were approximately $973. 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 open invoices 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 August
31, 2015, an allowance for doubtful accounts of $52,401 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 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
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, 2015 and August 31, 2014, respectively.
Going
Concern
As reflected
in the accompanying financial statements, the Company has had a net loss and comprehensive loss from continuing operations of
$6,959 and $84,912 for the three months ended August 31, 2015 and August 31, 2014, respectively; and an accumulated deficit of
$979,343 as of August 31, 2015. 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. These actions include continuing to grow the Company’s revenues to sufficiently support
its cost structure through existing and new clients while actively seeking channels to develop business. Management may seek additional
financing using equity or debt instruments in the future through additional private placement offerings.
There
can be no assurance that the actions taken and raising of equity will be successful or 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.
Recently
Issued Accounting Pronouncements
In
May 2015, the Financial Accounting Standards Board issued Accounting Standards Update 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. 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 been made 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.
Results
of Operations
Three
Months Ended August 31, 2015 and 2014
Continuing
Operations
For the
three months ended August 31, 2015 and 2014, we had revenue of $264,082 and $135,968, respectively. Cost of revenues for the three
months ended August 31, 2015 and 2014 totaled $119,075 and $106,628, respectively. Selling, general and administrative expenses
for the three months ended August 31, 2015 and 2014 totaled $151,965 and $114,252, respectively, resulting in a net loss of $6,959
and $84,912, respectively.
Consulting
service income for the three months ended August 31, 2015 consisted of CFO, Accounting and Tax Services of $264,082. For the comparable
three months ended August 31, 2014, consulting service income consisted of CFO, Accounting and Tax Services of $135,968. The changes
in service 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, 2015 comprised of personnel and overhead costs of $119,075. The personnel and overhead
costs were comprised of salaries and compensation expenses of $78,026 and other overhead expenses of $41,049. Cost of revenues
for the three months ended August 31, 2014 comprised of personnel and overhead expenses of $106,628. The personnel and overhead
costs were comprised of salaries and compensation expenses of $100,307 and other overhead expenses of $6,321.
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.
Selling,
general and administrative expenses for the three months ended August 31, 2014 was $114,252 comprised of net compensation expense
for corporate management of $69,356, consulting and professional expenses of $15,092, rent expense of $9,584, office and IT related
expenses of $7,587, travel-related expenses of $4,759 and other expenses of $7,874.
For the
three months ended August 31, 2015 as compared to same period ended August 31, 2014, there was an increase in selling, general
and administrative expenses of $37,713. Corporate management expenses, as compared to the prior year, decreased as we reduced
our head accountant. Our consulting and professional fees increased primarily because our audit fees increased. Our other operating
expenses increased primarily because our rent fee and bad debts increased.
Liquidity
and Capital Resources
As of August
31, 2015, we had cash of $109,768 as compared to cash of $57,906 as of May 31, 2015. The increase in net cash of $51,862 was the
result of net cash provided by operating activities for the three months ended August 31, 2015 and was attributable to a net loss
of $6,959, non-cash adjustments for depreciation of $913 and a net change in operating assets and liabilities of $57,909.
For
the three months ended August 31, 2014, net cash used in operating activities of $9,771 was attributable to a net loss of $84,912,
non-cash adjustments for depreciation of $1,098 and a net change in operating assets and liabilities of $74,043.
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.
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, 2015, 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 10K for the fiscal year ended May 31, 2015 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. |
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 13, 2015 |
Profit Planners Management, Inc.
|
|
|
|
|
By: |
/s/
Wesley Ramjeet |
|
|
Wesley
Ramjeet
Chief
Executive Officer,
Chief Financial Officer,
Chief Accounting Officer
and Director |
14
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Wesley Ramjeet, certify that:
1. |
I have reviewed this Form 10-Q of
Profit Planners Management, Inc. for the period ended August 31, 2015; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods present in this report; |
4. |
The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the small business issuer and have: |
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals; |
|
(c) |
Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
(d) |
Disclosed in this report any change in the small business issuer’s internal control over financing reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and |
5. |
The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions): |
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and |
|
(b) |
Any fraud, whether or not material, that involved management or other employees who have a significant role in the small business issuer’s internal control over financial reporting. |
Date:
October 13, 2015 |
Profit Planners Management, Inc.
|
|
|
|
|
By: |
/s/
Wesley Ramjeet |
|
|
Wesley
Ramjeet
Chief
Executive Officer,
Chief Financial Officer,
Chief Accounting Officer
and Director |
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with this Quarterly Report of Profit Planners Management,
Inc. (the “Company”) on Form 10-Q for the period ending August 31, 2015 as filed with the Securities and Exchange
Commission on the date hereof (the “Report”), I, Wesley Ramjeet, Chief Executive Officer and Chief Financial Officer
of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley
Act of 2002, that:
1. |
|
Such Quarterly Report on Form 10-Q for the period
ending August 31, 2015, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and |
2. |
|
The information contained in such Quarterly Report on Form 10-Q for the period ending August 31, 2015, fairly presents, in all material respects, the financial condition and results of operations of Profit Planners Management, Inc. |
Date:
October 13, 2015 |
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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