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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Profit Planners Management Inc (CE) | USOTC:PPMT | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0001 | 0.00 | 01:00:00 |
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the fiscal year ended May 31, 2013
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
|
|
For the transition period from ___________ to ______________.
|
COMMISSION FILE NUMBER: 333-142076
|
Nevada
|
90-0450030
|
|
(State of Incorporation)
|
(IRS Employer ID No.)
|
Title of Each Class
|
Name of Each Exchange on Which Registered
|
|
Common Stock, par value $.001 per share |
None
|
o
Yes
|
x
No
|
o
Yes
|
x
No
|
x
Yes
|
o
No
|
o
Yes
|
x
No
|
o
Yes
|
x
No
|
Large accelerated filer
|
o |
Accelerated filer
|
o
|
Non-accelerated filer
|
o |
Smaller Reporting Company
|
x
|
o
Yes
|
x
No
|
Class
|
Outstanding at August 29, 2013
|
|
Common Stock, $.001 par value per share
|
51,102,788 shares
|
●
|
CFO, Accounting and Tax Services;
|
|
●
|
Insurance and Healthcare Insurance Services;
|
|
●
|
Organic Innovations, Inc.
|
|
●
|
Management Services
|
●
|
www.profitplannersmgt.com
|
|
●
|
www.organicinnovations.com
|
|
●
|
www.organicallycrafted.com
|
|
●
|
www.twinpeaksplus.com
|
●
|
our ability to identify and pursue mediums through which we will be able to
market our products and services;
|
|
●
|
our ability to attract and retain customers;
|
|
●
|
our ability to generate revenues through sales of products and services; and
|
|
●
|
our ability to manage growth by managing administrative overhead.
|
●
|
that a broker or dealer approve a person's account for transactions in penny stocks; and
|
|
●
|
the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.
|
●
|
obtain financial information and investment experience objectives of the person; and
|
|
●
|
make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
|
●
|
sets forth the basis on which the broker or dealer made the suitability determination; and
|
|
●
|
that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
|
Quarter Ended
:
|
High
|
Low
|
||||||
Interim period ended August 29, 2013
|
$
|
0.30
|
$
|
0.04
|
||||
May 31, 2013
|
$
|
0.20
|
$
|
0.20
|
||||
February 29, 2013
|
$
|
0.20
|
$
|
0.10
|
||||
November 30, 2012
|
$
|
0.35
|
$
|
0.10
|
||||
August 31, 2012
|
$
|
0.30
|
$
|
0.10
|
Quarter Ended
:
|
High
|
Low
|
||||||
May 31, 2012
|
$
|
0.32
|
$
|
0.30
|
||||
February 28, 2012
|
$
|
0.35
|
$
|
0.20
|
||||
November 30, 2011
|
$
|
0.35
|
$
|
0.35
|
||||
August 31, 2011
|
$
|
0.35
|
$
|
0.20
|
●
|
CFO, Accounting and Tax Services;
|
|
●
|
Insurance and Healthcare Insurance Services;
|
|
●
|
Organic Innovations, Inc.
|
|
●
|
Management Services
|
|
o
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
|
o
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
o
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
Name
|
Age
|
Position
|
||
Wesley Ramjeet
|
47
|
Chief Executive Officer and Director
|
||
Bradley L. Steere II
|
51
|
Secretary and Director
|
Item 11.
|
EXECUTIVE COMPENSATION
|
Name and Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-
Equity
Incentive
Plan
Comp
($)
|
Non-
Qualified
Deferred
Comp
Earnings
($)
|
All
Other
Comp
($)
|
Totals
($)
|
||||||||||||||||||||||||||
Wesley Ramjeet,
|
2011 |
18,000
|
0
|
60,000
|
0
|
0
|
0
|
0
|
78,000
|
||||||||||||||||||||||||||
CEO (1) (2)
(4)
|
2012 |
87,666
|
0
|
0
|
0
|
0
|
0
|
0
|
87,666
|
||||||||||||||||||||||||||
|
2013 |
215,167
|
0
|
0
|
0
|
0
|
0
|
0
|
215,167
|
||||||||||||||||||||||||||
Bradley Steere, Secretary
(3)
|
2011 |
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||||||||||||||
2012 |
8,000
|
0
|
0
|
0
|
0
|
0
|
0
|
8,000
|
|||||||||||||||||||||||||||
|
2013 |
12,000
|
0
|
0
|
0
|
0
|
0
|
0
|
12,000
|
Shares of Common Stock
Beneficially Owned (1)
|
||||||||
Name
|
Number of
Shares
|
Percent of
Class
|
||||||
Wesley Ramjeet
|
30,431,000
|
(2)
|
59.55
|
%
|
||||
Bradley L. Steere II
|
4,800,000
|
(3)
|
9.39
|
%
|
||||
All directors and executive officers
|
35,231,000
|
68.94
|
%
|
Year ended
|
Year Ended
|
|||||||
May 31,
|
May 31,
|
|||||||
2013
|
2012
|
|||||||
Audit fees (1)
|
$
|
32,216
|
$
|
20,910
|
(1)
|
Audit fees
consist of amounts billed for professional services rendered for the audits of our financial statements, reviews of our interim financial statements included in quarterly reports, services performed in connection with filings with the Securities & Exchange Commission and related comfort letters and other services that are normally provided by Coulter & Justus, P.C., in connection with statutory and regulatory filings or engagements.
|
Page
|
|||
Item 1.
|
Consolidated Financial Statements
|
||
F-2
|
|||
F-3
|
|||
F-4
|
|||
F-5
|
|||
F-6
|
|||
F-7
|
May 31, 2013
|
May 31, 2012
|
|||||||
Assets
|
||||||||
Current Assets:
|
||||||||
Cash
|
$ | 127,984 | $ | 80,537 | ||||
Accounts receivable
|
93,432 | 77,425 | ||||||
Other current assets
|
22,411 | 11,288 | ||||||
Total current assets
|
243,827 | 169,250 | ||||||
Property and Equipment:
|
||||||||
Property and equipment
|
11,522 | 3,550 | ||||||
Less: Accumulated depreciation
|
(2,494 | ) | (237 | ) | ||||
Net property and equipment
|
9,028 | 3,313 | ||||||
Total Assets
|
$ | 252,855 | $ | 172,563 | ||||
Liabilities and Stockholders' Deficit
|
||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued expenses
|
$ | 35,873 | $ | 19,299 | ||||
Accounts payable and accrued expenses - related parties
|
35,650 | 33,150 | ||||||
Accrued expenses - officer's compensation
|
218,641 | 122,145 | ||||||
Deferred revenue
|
51,250 | - | ||||||
Total Liabilities
|
341,414 | 174,594 | ||||||
Stockholders' Deficit
|
||||||||
Preferred stock - $.001 par value; 50,000,000 shares authorized; none and none issued and outstanding
|
- | - | ||||||
Common stock - $.001 par value; 500,000,000 shares authorized; 50,562,972 and 50,407,416 shares issued and outstanding, respectively
|
50,562 | 50,406 | ||||||
Common stock - $.001 par value; 314,816 and 370,372 shares subscribed not issued, respectively
|
314 | 370 | ||||||
Additional paid-in capital
|
154,904 | 144,120 | ||||||
Less: Amount due from subscriber under subscription agreement
|
(28,334 | ) | (33,334 | ) | ||||
Accumulated deficit
|
(266,005 | ) | (163,593 | ) | ||||
Net Stockholders' Deficit
|
(88,559 | ) | (2,031 | ) | ||||
Total Liabilities And Stockholders' Deficit
|
$ | 252,855 | $ | 172,563 |
Year Ended
|
Year Ended
|
|||||||
May 31, 2013
|
May 31, 2012
|
|||||||
Revenues:
|
||||||||
Revenue
|
$ | 843,172 | $ | 504,910 | ||||
Revenue - Related Parties
|
- | 5,660 | ||||||
Total revenue
|
843,172 | 510,570 | ||||||
Cost of revenue
|
||||||||
Staff salaries - project related
|
540,839 | 284,148 | ||||||
Related parties - project related
|
- | 74,036 | ||||||
Other outsourced services
|
11,509 | 9,393 | ||||||
Total cost of revenues
|
552,348 | 367,577 | ||||||
Gross Profit
|
290,824 | 142,993 | ||||||
Operating expenses:
|
||||||||
Officer's compensation
|
105,129 | 58,544 | ||||||
Consulting & professional expenses
|
67,657 | 56,218 | ||||||
Other operating expenses
|
220,450 | 81,146 | ||||||
Total operating expenses
|
393,236 | 195,908 | ||||||
Net Loss
|
$ | (102,412 | ) | $ | (52,915 | ) | ||
Basic and diluted net loss per weighted-average shares common stock
|
$ | (0.00 | ) | $ | (0.00 | ) | ||
Weighted-average number of shares of common stock to be issued and outstanding - basic and diluted
|
50,517,340 | 50,308,246 |
Common Shares
|
Additional
|
Amount Due
Under
|
||||||||||||||||||||||||||
Issued and
|
Common
|
Common Stock
|
Paid-in
|
Subscription
|
Accumulated
|
|||||||||||||||||||||||
Outstanding
|
Stock
|
Subscribed
|
Capital
|
Agreement
|
Deficit
|
Total
|
||||||||||||||||||||||
Balance June 1, 2011
|
50,037,046 | $ | 50,036 | $ | 740 | $ | 131,724 | $ | (66,667 | ) | $ | (110,678 | ) | $ | 5,155 | |||||||||||||
Amount due under subscription agreement
|
370,370 | 370 | (370 | ) | - | 33,333 | - | 33,333 | ||||||||||||||||||||
Stock compensation due under agreement, less cancelled shares
|
- | - | - | 12,396 | - | - | 12,396 | |||||||||||||||||||||
Net loss for the year ended May 31, 2012
|
- | - | - | - | - | (52,915 | ) | (52,915 | ) | |||||||||||||||||||
Balance May 31, 2012
|
50,407,416 | $ | 50,406 | $ | 370 | $ | 144,120 | $ | (33,334 | ) | $ | (163,593 | ) | $ | (2,031 | ) | ||||||||||||
Issuance of common stock vested
|
100,000 | 100 | - | (100 | ) | - | - | - | ||||||||||||||||||||
Amount due under subscription agreement
|
55,556 | 56 | (56 | ) | - | 5,000 | - | 5,000 | ||||||||||||||||||||
Stock compensation due under agreement, less cancelled shares
|
- | - | - | 10,884 | - | - | 10,884 | |||||||||||||||||||||
Net loss for the year ended May 31, 2013
|
- | - | - | - | - | (102,412 | ) | (102,412 | ) | |||||||||||||||||||
Balance May 31, 2013
|
50,562,972 | $ | 50,562 | $ | 314 | $ | 154,904 | $ | (28,334 | ) | $ | (266,005 | ) | $ | (88,559 | ) |
|
Year Ended
|
|||||||
May 31, 2013
|
May 31, 2012
|
|||||||
Cash Flows From Operating Activities
|
||||||||
Net loss
|
$ | (102,412 | ) | $ | (52,915 | ) | ||
Adjustments to reconcile net loss to cash provided by operating activities:
|
||||||||
Depreciation
|
2,257 | 237 | ||||||
Net loss on disposal of fixed assets
|
1,400 | - | ||||||
Stock compensation
|
10,884 | 12,396 | ||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(16,007 | ) | (77,425 | ) | ||||
Other current assets
|
(11,123 | ) | (10,000 | ) | ||||
Accounts payable and accrued expenses
|
16,574 | 4,741 | ||||||
Accounts payable and accrued expenses - related parties
|
2,500 | - | ||||||
Accrued expenses payable - officer's compensation
|
96,496 | 136,420 | ||||||
Deferred revenue
|
51,250 | - | ||||||
Net Cash Provided by Operating Activities
|
51,819 | 13,454 | ||||||
|
||||||||
Cash Flows from Investing Activities
|
||||||||
Purchases of property and equipment
|
(9,372 | ) | (3,550 | ) | ||||
Cash Flows From Financing Activities
|
||||||||
Proceeds from the issuance of common stock under subscription agreement
|
5,000 | 33,333 | ||||||
Net Increase in Cash
|
47,447 | 43,237 | ||||||
Cash, beginning of period
|
80,537 | 37,300 | ||||||
Cash, end of period
|
$ | 127,984 | $ | 80,537 |
Year
Generated
|
Year of
Expiration
|
Amount
|
||||
2009
|
2029
|
$
|
617
|
|||
2010
|
2030
|
16,939
|
||||
2011
|
2031
|
93,121
|
||||
2012
|
2032
|
53,830
|
||||
2013
|
2033
|
2,506
|
||||
$
|
167,013
|
2013
|
2012
|
|||||||
Deferred tax asset – net operating loss carryovers
|
$
|
17,819
|
$
|
17,305
|
||||
Deferred tax asset—accrued expenses
|
22,082
|
7,233
|
||||||
Valuation allowance
|
(39,901
|
)
|
(24,538
|
)
|
||||
Net deferred tax asset
|
$
|
-
|
$
|
-
|
Year Ended May 31,
|
||||||||
2013
|
2012
|
|||||||
Income tax at U.S. statutory rate of 15%
|
$
|
(15,363
|
)
|
$
|
(7,936
|
)
|
||
Increase in valuation allowance
|
15,363
|
7,936
|
||||||
Income tax benefit
|
$
|
-
|
$
|
-
|
Ex. No.
|
Document Description
|
|
3.1 #
|
Articles of Incorporation of Profit Planners Management, Inc. Incorporated by reference to Exhibit 3.1 to Amendment #1 to the registrant’s Registration Statement on Form S-1 filed on September 8, 2009.
|
|
3.2 #
|
Bylaws of Profit Planners Management, Inc. Incorporated by reference to Exhibit 3.2 to Amendment #1 to the registrant’s Registration Statement on Form S-1 filed on September 8, 2009.
|
|
10.1 #@
|
Employment Agreement between Profit Planners Management, Inc. and Mr. Wesley Ramjeet dated November 21, 2011. Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the registrant on November 22, 2012.
|
|
14.1 #
|
Code of Ethics. Incorporated by reference to Exhibit 14.1 to the Annual Report on Form 10-K filed by the registrant on August 29, 2011.
|
|
31.1*
|
Certificate of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2*
|
Certificate of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32.1*
|
Certificate of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
32.2*
|
Certificate of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
#
|
Incorporated by reference.
|
@
|
Management contract or compensatory plan.
|
*
|
Filed herewith.
|
By:
|
/s/ Wesley Ramjeet
|
|
Wesley Ramjeet,Chief Executive Officer and Director
|
||
By:
|
/s/ Wesley Ramjeet
|
|
Wesley Ramjeet, principal financial officer and principal accounting officer
|
SIGNATURE
|
DATE
|
TITLE
|
||
/s/ Wesley Ramjeet
|
September 9, 2013
|
Chief Executive Officer
and Director
|
||
Wesley Ramjeet
|
||||
/s/ Bradley L Steere II
|
September 9, 2013
|
Secretary and Director
|
||
Bradley L Steere II
|
1 Year Profit Planners Management (CE) Chart |
1 Month Profit Planners Management (CE) Chart |
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