Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: August 31, 2013
or
o 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)
350 Madison Avenue, 8th Floor, New York, New York 10017
(Address of Principal Executive Offices) (Zip Code)
(646) 837-0351
(Registrant’s telephone number, including area code)
N/A
(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 þNo o
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 þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company þ
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
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 15, 2013, the issuer had 53,737,972 outstanding shares of Common Stock
Profit Planners Management, Inc.
TABLE OF CONTENTS
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PART I
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Page
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Item 1.
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Condensed Consolidated Financial Statements
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1 |
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Condensed Consolidated Balance Sheets as of August 31, 2013 and May 31, 2013 (Unaudited)
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1
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Condensed Consolidated Statements of Operations and Comprehensive Income for the three months ended August 31, 2013 and 2012 (Unaudited)
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2
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Condensed Consolidated Statements of Cash Flows for the three months ended August 31, 2013 and 2012 (Unaudited)
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3
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Notes to the Condensed Consolidated Financials (Unaudited)
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4
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Item 2.
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Management’s Discussion and Analysis or Plan of Operation
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6
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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10
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Item 4T
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Controls and Procedures
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10
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PART II
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Item 1.
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Legal Proceedings
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Item 1A.
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Risk Factors
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11
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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11
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Item 3.
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Defaults Upon Senior Securities
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11
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Item 4.
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Submission of Matters to a Vote of Security Holders
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11
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Item 5.
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Other Information
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11
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Item 6.
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Exhibits
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12
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SIGNATURES
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13
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PART I.
ITEM 1. FINANCIAL INFORMATION
Profit Planners Management, Inc.
Condensed Consolidated Balance Sheets
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(Unaudited)
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August 31, 2013
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May 31, 2013
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Assets
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Current Assets:
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Cash
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$ | 109,655 | $ | 127,984 | ||||
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Accounts receivable (net of allowance of $26,977 and $0, respectively)
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114,707 | 93,432 | ||||||
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Other current assets
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18,430 | 22,411 | ||||||
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Total current assets
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242,792 | 243,827 | ||||||
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Property and Equipment:
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Property and equipment
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18,067 | 11,522 | ||||||
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Less: Accumulated depreciation
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(3,954 | ) | (2,494 | ) | ||||
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Net property and equipment
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14,113 | 9,028 | ||||||
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Total Assets
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$ | 256,905 | $ | 252,855 | ||||
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Liabilities and Stockholders' Deficit
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Current liabilities:
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Accounts payable and accrued expenses
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$ | 47,869 | $ | 35,873 | ||||
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Accounts payable and accrued expenses - related parties
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38,650 | 35,650 | ||||||
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Accrued expenses - officer's compensation
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249,891 | 218,641 | ||||||
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Deferred revenue
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25,858 | 51,250 | ||||||
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Total Liabilities
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362,268 | 341,414 | ||||||
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Stockholders' Deficit
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Preferred stock - $.001 par value; 50,000,000 shares authorized; none and none issued and outstanding
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- | - | ||||||
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Common stock - $.001 par value; 500,000,000 shares authorized; 53,737,972 and 50,562,972 shares issued and outstanding, respectively
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53,737 | 50,562 | ||||||
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Common stock - $.001 par value; 314,816 shares subscribed not issued
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314 | 314 | ||||||
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Additional paid-in capital
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259,813 | 154,904 | ||||||
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Less: Amount due from subscriber under subscription agreement
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(28,334 | ) | (28,334 | ) | ||||
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Accumulated deficit
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(390,893 | ) | (266,005 | ) | ||||
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Net Stockholders' Deficit
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(105,363 | ) | (88,559 | ) | ||||
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Total Liabilities And Stockholders' Deficit
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$ | 256,905 | $ | 252,855 | ||||
See accompanying notes to the condensed consolidated financial statements
1
Profit Planners Management, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Income
(Unaudited)
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Three
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Three
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Months Ended
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Months Ended
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August 31, 2013
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August 31, 2012
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Revenues
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$ | 188,883 | $ | 250,800 | ||||
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Cost of revenue
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148,058 | 124,519 | ||||||
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Gross Profit
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40,825 | 126,281 | ||||||
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Operating expenses:
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Development expenses
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33,685 | - | ||||||
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Officer's compensation
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33,594 | 26,287 | ||||||
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Consulting and professional expenses
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29,708 | 6,800 | ||||||
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Other operating expenses
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68,726 | 34,441 | ||||||
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Total operating expenses
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165,713 | 67,528 | ||||||
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Net (Loss) Income and Comprehensive (Loss) Income
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$ | (124,888 | ) | $ | 58,753 | |||
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Basic and diluted net (loss) income per weighted-average shares common stock
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$ | (0.00 | ) | $ | 0.00 | |||
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Weighted-average number of shares of common stock to be issued and outstanding - basic
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51,657,809 | 50,407,416 | ||||||
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Weighted-average number of shares of common stock to be issued and outstanding - diluted
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51,657,809 | 51,077,788 | ||||||
See accompanying notes to the condensed consolidated financial statements
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Profit Planners Management, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
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Three
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Three
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Months Ended
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Months Ended
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August 31, 2013
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August 31, 2012
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Net cash (used in) provided by operating activities
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$ | (82,284 | ) | $ | 106,961 | |||
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Net cash used in investing activities
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(6,545 | ) | - | |||||
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Net cash provided by financing activities
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70,500 | - | ||||||
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Net change in cash
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(18,329 | ) | 106,961 | |||||
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Cash, beginning of period
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127,984 | 80,537 | ||||||
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Cash, end of period
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$ | 109,655 | $ | 187,498 | ||||
See accompanying notes to the condensed consolidated financial statements
3
Profit Planners Management, Inc.
Notes to Condensed Consolidated Financial Statements
August 31, 2013
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements 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 statements for the three months ended August 31, 2013 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, 2013 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 statements 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, 2013. The interim results for the period ended August 31, 2013 are not necessarily indicative of the results for the full fiscal year.
NOTE 2 – NET LOSS PER COMMON SHARE
Basic net income (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 314,816 and 370,370 potentially dilutive shares outstanding as of August 31, 2013 and August 31, 2012, respectively. Due to the loss for the periods presented, the shares are not included in the calculation as they would be anti-dilutive.
NOTE 3 – GOING CONCERN
As reflected in the accompanying condensed consolidated financial statements, the Company had net loss of $124,888 for the three months ended August 31, 2013 and the Company has minimal historical evidence of positive earnings as evidenced by the accumulated deficit of $390,893 at August 31, 2013. The 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 sufficient to support its cost structure through existing and new clients. In addition, management intends to obtain capital in the near future through additional private placement offerings. In August 2013, the Company obtained $70,500 through private placement offerings.
There can be no assurance that anticipated revenue growth and the raising of equity will be successful nor is there assurance that the Company’s anticipated financing will be available in the future, at terms satisfactory to the Company. Failure to achieve revenue growth and 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.
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NOTE 4 – INCOME TAXES
The Company has not recorded any income tax expense or benefit for the three months ended August 31, 2013. 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 5 – STOCKHOLDERS’ EQUITY
On September 26, 2012, the board of directors of the Company approved a stock dividend payable to the holders of its issued and outstanding common stock, par value $.001 per share (the Stock Dividend). Under the terms of the Stock Dividend approved by the board, the holders of the Company’s common stock as of September 28, 2012 (the Record Date) were issued one (1) share of the Registrant’s common stock for each one (1) share owned by such holders on the Record Date. The Stock Dividend was effective on October 10, 2012 (the Payment Date).
As a result of the Stock Dividend, 25,203,708 shares of the Registrant’s common stock were issued to the Registrant’s shareholders of record as of the Record Date.
On June 10, 2013, the Company issued 325,000 restricted shares of Company common stock, valued at $29,250, to employees and advisors of the Company as a discretionary bonus approved by the Board of Directors. The value of the common stock was based on a market price of $.09 per common share on the date of issuance. The amounts are reflected as salary and consulting expenses in the consolidated financial statements.
Effective July 1, 2013, the Company entered into a six-month services agreement with a consultant for performance of CFO and similar services. Under the agreement, approved by the parties and the Company’s Board of Directors on August 2, 2013, the consultant will be compensated through the issuance of 500,000 restricted shares of the Company’s common stock valued at $25,000. The value of the common stock was based on a market price of $.05 per common share on August 2, 2013. The value of the stock issued will be recognized as consulting expense over the contract period as services are rendered and reflected in cost of sales and operating expenses as appropriate.
On August 7, 2013, the Company entered into agreements with accredited investors whereby the Company issued 2,350,000 shares of common stock at a price of $.03 per share for total proceeds of $70,500.
All periods presented in the accompanying condensed consolidated financial statements have been retroactively adjusted to reflect the issuance of the stock dividend.
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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.
Operation
We are a Nevada Corporation founded in January 2009 with offices in New York, California and Florida.
Our current operations are divided into the following revenue streams:
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CFO, Accounting and Tax Services
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Insurance and Healthcare Insurance Services
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Organic Innovations, Inc.
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Management Services
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Our CFO, Accounting and Tax Services business is currently our main revenue generator with more than 85% of our revenues coming from these services. In the future, we expect this percentage to decrease as our other businesses gain traction in the market place.
Our Management services business caters to the financial management needs of sports and entertainment professionals. Although presently the operation is small, we intend to grow this portion of our business by concentrating more resources to it.
Organic Innovations, Inc. is developing a product e-commerce platform. We plan to offer “organic” and health-care related products and potential services to the consumer by creating a consumer friendly experience.
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Marketing
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 potential acquisitions of small accounting, or other consulting firms, to acquire their customer lists in order to expand our client base.
Our target will be on companies that have sales of less than $100 million and are based in North America. 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 the following web-sites:
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www.profitplannersmgt.com
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www.organicinnovations.com
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www.organicallycrafted.com
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www.twinpeaksplus.com
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We use these web-sites as part of our marketing strategy. In addition, we will 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 believe that these strategies will provide the best results given our limited marketing budget.
Recent Developments
During the three months ended August 31, 2013, we have begun developing a web-site for our Organic product e-commerce platform that will offer on-line ordering of products categorized under our “organically crafted” moniker. We are evaluating the products that will be placed on the web-site as well as determining suppliers and distribution channels for these products. We presently expect the web-site to be commercially available before the end of the 2013 calendar year. Development of the e-commerce platform was done using both in-house and external resources with a total cost for the quarter of $33,685.
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, 2013, an allowance for doubtful accounts, totaling $26,977, was required because we believe that certain receivables may not be fully collected. The Company does not require collateral to support customer receivables.
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Revenue recognition
The Company’s revenues are derived mainly 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.
Results of operations
Three Months Ended August 31, 2013 and 2012
For the three months ended August 31, 2013 and 2012, we had service income of $188,883 and $250,800, respectively. Cost of revenue for the three months ended August 31, 2013 and 2012 totaled $148,058 and $124,519, respectively. Operating expenses for the three months ended August 31, 2013 and 2012 totaled $165,713 and $67,528, resulting in a net loss of $124,888 and a net profit of $58,753, respectively.
Service income for the three months ended August 31, 2013 consisted of CFO, Accounting and Tax Services of $163,425 and Management Services of $25,458. Service income for the three months ended August 31, 2012 consisted of all CFO, Accounting and Tax Services of $250,800. The decrease in service income is attributable to the transition in the client base and the completion of non-recurring projects, but is expected to be short term. As clients grow or change, certain functional responsibilities are brought in-house and our services are no longer necessary.
Cost of revenue for the three months ended August 31, 2013 was $148,058 and was comprised of salaries and compensation expenses of $129,381 and other expenses of $18,677. Cost of revenue for the three months ended August 31, 2012 was $124,519 and was comprised of salaries of $119,110 and other expenses of $5,409. The increase in the cost of revenue is directly attributable the timing and staffing of new clients.
Operating expenses for the three months ended August 31, 2013 was $165,713, comprised of development expenses of $33,685, net compensation expense for our CEO of $33,594, professional and consulting fees of $29,708, rent expense of $13,353, bad debt expense of $26,977, travel-related expenses of $7,516, and other expenses of $20,880.
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For the three months ended August 31, 2013, we proceeded with our creation and development of our e-commerce platform to sell “organic” products. The associated development costs consisted of salaries and compensation of $12,250, consulting and professional fees of $18,000 and other web-development expenses of $3,435.
For the three months ended August 31, 2012, the operating expenses were $67,528, comprised of net compensation expense for our CEO of $26,287, professional and consulting fees of $6,800, rent expense of $10,577, travel related expenses of $5,786, stock compensation expense of $3,750 and other expenses of $14,328.
Liquidity and Capital Resources
As of August 31, 2013, we had cash of $109,655 as compared to cash of $127,984 as of May 31, 2013. The decrease in net cash of $18,329 was the result of net cash used in operating activities totaling $82,284, used in investing activities totaling $6,545 and provided by financing activities totaling $70,500 for the three months ended August 31, 2013. The increase in net cash for the three months ended August 31, 2012 of $106,961 was all from net cash provided in operating activities.
For the three months ended August 31, 2013, net cash used in operating activities was attributable to a net loss of $124,888, a non-cash adjustment for stock compensation expense of $37,583 and net increase from the change in operating assets and liabilities of $5,021.
For the three months ended August 31, 2012, net cash used in operating activities was attributable to a net income of $58,753, a non-cash adjustment for stock compensation expense of $3,750 and a net increase from the change in operating assets and liabilities of $44,458.
Net cash provided by financing activities resulted from $70,500 received for 2,350,000 restricted shares of common stock purchased through private placement.
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.
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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, 2013, there has been a 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. In July 2013, the Company hired a consultant to assist with financial reporting. We anticipate this to significantly improve control over financial reporting.
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PART II
ITEM 1. LEGAL PROCEEDINGS.
We were not a party to any legal proceedings as of the date of filing of this Quarterly Report.
ITEM 1A. RISK FACTORS.
Our Annual Report on Form 10K for the fiscal year ended May 31, 2013 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.
On June 10, 2013, we issued 325,000 restricted shares of Company common stock, valued at $29,250, to employees and advisors of the Company as a discretionary bonus approved by the Board of Directors. The value of the common stock was based on a market price of $.09 per common share on the date of issuance. The amounts are reflected as salary and consulting expenses in the consolidated financial statements.
Effective July 1, 2013, we entered into a six-month services agreement with a consultant for performance of CFO and similar services. Under the agreement, approved by the parties and the Company’s Board of Directors on August 2, 2013, the consultant will be compensated through the issuance of 500,000 restricted shares of the Company’s common stock valued at $25,000. The value of the common stock was based on a market price of $.05 per common share on August 2, 2013. The value of the stock issued will be amortized equally over the six month contract as consulting expense and reflected in cost of sales and operating expenses as appropriate.
On August 7, 2013, we entered into agreements with accredited investors whereby the Company issued 2,350,000 shares of common stock at a price of $.03 per share for total proceeds of $70,500.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
ITEM 5. OTHER INFORMATION.
None
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ITEM 6. EXHIBITS
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Exhibit Number
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Description of Exhibit
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31.1
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Certifications required by Rule 13a-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1
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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.
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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.
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PROFIT PLANNERS MANAGEMENT, INC.
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/s/ Wesley Ramjeet
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October 15, 2013
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Wesley Ramjeet
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Chief Executive Officer, Chief Financial Officer and Director
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