PINX:PPMT Quarterly Report 10-Q Filing - 2/29/2012

Effective Date 2/29/2012

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

(Mark One)

 

X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended February 29, 2012

 

OR

 

__ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from               to

 

COMMISSION FILE NUMBER:    333-142076

 

PROFIT PLANNERS MANAGEMENT, INC.

(Exact Name of small business issuer as specified in its charter)

 

Nevada   90-0450030
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)

 

350 Madison Avenue, 8th Floor

New York, New York 10017

(Address of principal executive offices) (Zip Code)

 

Issuer’s telephone Number: (646) 416-6802

 

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X   No __

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes: ___   No: X

 

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

 

Large accelerated filer ___   Accelerated filer ___
Non-accelerated filer  ___   Smaller Reporting Company  X

 

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

 

As of April __, 2012, the issuer had 25,203,708 outstanding shares of Common Stock.

 

 

 

 

 

 

1
 

 

Profit Planners Management, Inc.

 

TABLE OF CONTENTS

 

      Page
  PART I    
Item 1. Condensed Consolidated Financial Statements    
       
  Condensed Consolidated Balance Sheets as of February 29, 2012 (Unaudited) and May 31, 2011 (Audited)   1
  Condensed Consolidated Statements of Operations for the three months and nine months ended February 29, 2012 (Unaudited), the three months and nine months ended February 28, 2011 (Unaudited)   2
  Condensed Consolidated Statements of Cash Flows for the nine months ended February 29, 2012 (Unaudited) and the nine months ended February 28, 2011 (Unaudited)   3
  Notes to the Condensed Consolidated Financials (Unaudited)   4
       
Item 2. Management’s Discussion and Analysis or Plan of Operation   6
Item 3. Quantitative and Qualitative Disclosures About Market Risk   9
Item 4T Controls and Procedures   9
       
  PART II    
Item 1. Legal Proceedings   10
Item 1A. Risk Factors   10
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   10
Item 3. Defaults Upon Senior Securities   10
Item 4. Submission of Matters to a Vote of Security Holders   10
Item 5. Other Information   10
Item 6. Exhibits   11
     
SIGNATURES   12

 

 

 

 

 

 

2
 

 

PART I.

 

ITEM 1. FINANCIAL INFORMATION

 

Profit Planners Management, Inc.

Condensed Consolidated Balance Sheets

 

    (Unaudited)   (Audited)  
    February 29, 2012   May 31, 2011  
Assets          
Current Assets:          
Cash   $ 57,272   $ 37,300  
Accounts receivable     89,279     -  
Accounts receivable-related party     28,500     25,500  
Other current assets     11,288     1,288  
   Total current assets     186,339     64,088  
               
Property, plant and equipment, cost     3,550      
Less: Accumulated depreciation     (57)      
    PP&E, net     3,493      
               
Total Assets   $ 189,832   $ 64,088  
               
Liabilities and Stockholders' Equity              
Current liabilities:              
Client deposits/retainers   $   $ 3,500  
Accounts and accrued expenses payable     25,438     11,058  
Accounts and accrued expenses payable - related party     139,576     44,375  
Total Liabilities     165,014     58,933  
               
Stockholders' Equity              
Preferred stock - $.001 par value; 50,000,000 shares authorized; none issued and outstanding     -     -  
Common stock - $.001 par value; 500,000,000 shares authorized; 25,203,708 and 25,018,523 shares issued and outstanding, respectively     25,203     25,018  
Common stock - $.001 par value; 185,186 shares subscribed not issued     185     370  
Additional paid-in capital     164,664     157,112  
Less: Amount due from subscriber under subscription agreement     (33,334)     (66,667) )
Accumulated deficit     (131,900)     (110,678) )
Total Stockholders' Equity     24,818     5,155  
Total Liabilities And Stockholders' Equity   $ 189,832   $ 64,088  

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

3
 

 

Profit Planners Management, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

 

   

Three Months 

Ended

February 29 2012

   

Three Months 

Ended

February 28, 2011

   

Nine Months 

Ended

February 29, 2012

   

Nine Months 

Ended

February 28, 2011

     
                             
Revenue   $ 143,583     $ -     $ 331,283     $ -      
Revenue - Related Parties     2,660       3,000       5,660       12,000      
   Total revenue     146,243       3,000       336,943       12,000      
                                     
Cost of Revenue                                    

Consulting & professional

expenses - related party

          60,000       62,375       60,000      
Staff salaries – project related     62,571             87,634            
   Total cost of revenue     62,571       60,000       150,009       60,000      
                                     
Gross Profit (Loss)     83,672       (57,000)       186,934       (48,000)      
                                     
Operating expenses:                                    
Officer’s compensation     28,724       4,500       55,756       13,500      
Marketing & professional

expenses

    63,153       1,927       92,014       13,671      
Other operating expenses     27,717       5,213       60,386       12,853      
Total operating expenses     119,594       11,640       208,156       40,024      
                                     
Net Income (Loss)   $ (35,922)     $ (68,640)     $ (21,222)     $ (88,024)      
                                     
Basic and diluted net loss per weighted-average shares common stock   $ (0.00)     $ (0.00)     $ (0.00)     $ (0.00)      
                                     
Weighted-average number of shares of common stock to be issued and outstanding-Basic and Diluted     25,203,708       11,194,447       25,137,474       10,673,079      
                                     

 

See accompanying notes to condensed consolidated financial statements.

 

 

4
 

 

Profit Planners Management, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

 

   

Nine Months Ended

February 29, 2012

 

Nine Months Ended

February 28, 2011

         
Cash Flows From Operating Activities        
Net loss   $ (21,222)   $ (88,024)
Adjustments to reconcile net loss to cash used in operating activities:            
Depreciation     57    
Stock compensation     7,552    
Stock issued for services to a related party         60,000
Changes in operating assets and liabilities:            
Accounts receivable     (89,279)    
Accounts receivable-related party     (3,000)     (10,500)
Other current assets     (10,000)     (1,288)
Accounts and accrued expenses payable     10,880     10,450
Accounts and accrued expenses payable - related party     95,201     13,500
Net Cash Used in Operating Activities     (9,811)     (15,862)
             
Cash Flows From Investing Activities            
Capital expenditures     (3,550)     -
Net Cash Used In Investing Activities     (3,550)     -
             
Cash Flows From Financing Activities            
Proceeds from related party         2,380
Issuance of common stock under subscription agreement     33,333    
Net Cash Provided by Financing Activities     33,333     2,380
             
Net Change in Cash     19,972     (13,482)
Cash, beginning of period     37,300     18,204
Cash, end of period   $ 57,272   $ 4,722

 

See accompanying notes to condensed consolidated financial statements

5
 

 

Profit Planners Management, Inc.

Notes to Condensed Consolidated Financial Statements

February 29, 2012

(Unaudited)

 

NOTE 1 - BASIS OF PRESENTATION

 

The accompanying unaudited condensed consolidated financial statements of 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 results for the interim period are not necessarily indicative of the results to be expected for the full year.

 

Profit Planners Management, Inc. (the “Company”) was a development stage company as of May 31, 2011.  As of August 31, 2011 the Company was no longer in development stage because the Company has generated sufficient third party revenue.

 

In August 2011, the Company formed a wholly owned subsidiary Profit Planners South (“PPS”), a South Carolina Corporation. PPS was formed to perform services in Charleston, South Carolina. The condensed consolidated financial statements for the nine months ended February 29, 2012 include the accounts of PPS and all significant intercompany balances and transactions have been eliminated.

 

The balance sheet at May 31, 2011 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.

 

The unaudited interim financial statements should be read in conjunction with the Company’s Form 10-K, which contains the audited financial statements and notes thereto, together with Management’s Discussion and Analysis, for the year ended May 31, 2011.  The interim results for the period ended February 29, 2012 are not necessarily indicative of the results for the full fiscal year.

 

NOTE 2 – GOING CONCERN

 

As reflected in the accompanying condensed consolidated financial statements, the Company has an accumulated deficit of $131,900 and used net cash in operations of $9,811 in the nine months ended February 29, 2012.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

Management believes that the actions presently being taken and the success of future operations will be sufficient to enable the Company to continue as a going concern.  In addition, management intends to obtain capital in the near future through additional private placement offerings. However, there can be no assurance that the raising of equity will be successful and that the Company’s anticipated financing will be available in the future, at terms satisfactory to the Company. Failure to achieve the equity or other 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. 

 

6
 

NOTE 3 – CONCENTRATION RISK

 

For the three months and nine months ended February 29, 2012, the Company had three and four customers, respectively, who accounted for 88% and 72% of total revenues. Two customers accounted for 32% of accounts receivable at February 29, 2012.

 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

Revenues of $2,660 and $3,000 for the three-month period and $5,660 and $12,000 for the nine-month period ended February 29, 2012 and February 28, 2011, respectively, are derived from providing consulting services (primarily CFO services) to two companies substantially owned by our CEO.  Accounts receivable related to these two companies totaled $28,500 and $25,500 at February 29, 2012 and May 31, 2011, respectively.

 

Consulting and professional expenses totaling $-0- and $60,000 for the three-month period and $62,375 and $60,000 for the nine-month period ended February 29, 2012 and February 28, 2011, respectively, are derived from consulting services provided by outsourcing consulting services to a company substantially owned by our CEO. On November 21, 2011, the Company’s CEO became an employee of the Company.

 

NOTE 5 – INCOME TAXES

 

The Company has not recorded any income tax expense or benefit for the nine months ended February 29, 2012.  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 6 –  SUBSCRIPTION AGREEMENT

 

In May 2011 the Company entered into a Stock Purchase Agreement with Orchid Island Capital Partners LP (“Orchid”) whereby Orchid agreed to purchase 555,556 shares of the company’s restricted common stock for $100,000.  The Company issued 185,185 shares of common stock under the subscription agreement during May 2011 upon receipt of $33,333.  On September 7, 2011, the Company received another $33,333 and issued 185,185 more shares of common stock under the subscription agreement.

 

As of February 29, 2012, the Company has received a total of $66,666 of the $100,000 by subscription agreement through the private placement.  Upon receipt of the remaining $33,334, an additional 185,186 shares will be issued. 

 

 

NOTE 7 – STOCK COMPENSATION

 

Profit Planners South entered into an employment agreement with an employee on August 1, 2011.  In connection with the agreement the Company will issue 25,000 shares of Company common stock to the employee as stock compensation.  The common stock vests over two years from the date of the employment agreement.  In connection with the agreement, the Company recognized stock compensation expense of $1,094 for the three-month period and $2,552 for the nine-month period ended February 29, 2012.  Additional stock compensation of $6,198 is expected to be recognized over the remaining period of the employment agreement.

 

On November 18, 2011, Profit Planners Management, Inc. entered into an agreement with a consultant. The agreement has an initial term of three (3) years. Under the terms of the agreement, the Company will pay the consultant a fee of $10,000 per month and will grant 150,000 total shares of restricted common stock. The shares shall vest over the term of the agreement at the rate of 50,000 shares per year. In connection with the consulting agreement, the Company recognized stock compensation expense of $3,750 and $5,000 for the three-month period and nine-month period ended February 29, 2012.  Additional stock compensation of $40,000 is expected to be recognized over the remaining period of the agreement.

 

7
 

NOTE 8 – LEASES

 

Profit Planners Management, Inc. entered into a lease agreement in September 2011 for the use of office space at 350 Madison Avenue in New York, N.Y. Under the terms of the agreement, the Company pays base rent and fees of $1,964 per month. The lease expires on December 31, 2012 and is cancellable upon 90 days of notice.

 

On June 9, 2011, the Company entered into a lease agreement for the use of office space at 3001 West Hallendale Beach Boulevard, Pembroke Park, Fla. Under the terms of the lease, the Company pays base rent and fees of $1,196 per month. The agreement ends in June 2012.

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Forward-Looking Statements

 

The information in this report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” “anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations.

 

The following discussion and analysis should be read in conjunction with our financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

 

Overview

 

We are a Nevada Corporation founded in January 2009. We provide professional services such as management consulting, business development, sales and marketing, and CFO consulting services. We typically get involved in transactions including, but not limited to, the sale of a business, business reorganizations, the transfer of a family business, estate planning and the tax implications of such transactions.  

 

Marketing

 

Our marketing efforts will be targeted to small to mid sized companies that are known to, located or identified by our Management Team.  We will also utilize our contacts with other professional service firms (law firms, investment bankers, venture capital firms and CPA audit firms) that provide services to the small and middle market sector for referrals of potential clients. In addition, we are in the process of developing a network of producers to sell our services.

 

Our targets are companies that have sales of less than $300 million. Our industry focus is media, technology, oil, gas, coal and renewable energy. Although we will focus on these industries, we will look at opportunities in other industries if it makes economic sense.

 

Our web-site is www.profitplannersmgt.com and we continue to develop this web-site as part of our marketing strategy. 

 

8
 

Critical Accounting Policies

 

Basis of presentation - Going concern

 

The accompanying financial statements have been prepared under a going concern basis that contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has incurred operating losses from its inception and has an accumulated deficit of $131,900 as of February 29, 2012. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

During 2012, the Company intends to raise additional financing for the purpose of funding operating expenses.  However, there can be no assurance that the raising of future equity will be successful and that the Company’s anticipated financing will be available in the future, at terms satisfactory to the Company. Failure to achieve the equity and financing at satisfactory terms and amounts could have a material adverse effect on the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

  

Accounts receivable

 

Accounts receivable represents CFO and accounting services obligations from customers. The Company periodically evaluates the collectability of its accounts receivable and considers the need to record or adjust an allowance for doubtful accounts based upon historical collection experience and specific customer information. Actual amounts could vary from the recorded estimates. The Company has determined that as of February 29, 2012, no allowance for doubtful accounts was required because we believe that all receivables will subsequently be collected. The Company does not require collateral to support customer receivables.

 

 

Revenue recognition

 

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

 

Results of operations

 

Three and Nine Months Ended February 29, 2012 and February 28, 2011

 

For the three months ended February 29, 2012 and February 28, 2011, the company had revenue of $146,243 and $3,000, of which $2,660 and $3,000 were derived from related-party service income, respectively.  The increase in revenue was mainly due to new third party customers in the three months ended February 29, 2012 compared to the three months ended February 28, 2011.  Cost of revenue and operating expenses for the three months ended February 29, 2012 and February 28, 2011 totaled $182,165 and $71,640, respectively, resulting in a net loss of $35,922 and $68,640, respectively.

 

Cost of revenues and operating expenses for the three months ended February 29, 2012 comprised of officer compensation for Wesley Ramjeet, CEO, of $28,724, staff salaries and wages of $62,571, professional fees (marketing, legal, audit and accounting) of $63,153, rent expense of $8,995, travel-related costs of $2,319, stock compensation expense of $4,844, insurance expense of $5,717 and other operating expenses of $5,842.  For the three months ended February 28, 2011, the operating expenses comprised of officer compensation for Wesley Ramjeet, CEO, of $4,500, other related party consulting and professional expenses of $60,000, accounting fees of $1,927, and other operating expenses of $5,213. The increase in cost of revenue and operating expenses for the three months ended February 29, 2012 compared to February 28, 2011 was mainly due an increase in outsourcing consulting services to service third party revenue obtained during the three months ended February 29, 2012. 

 

For the nine months ended February 29, 2012 and February 28, 2011, the company had revenue of $336,943 and $12,000, of which $5,660 and $12,000 were derived from related-party service income, respectively.  The increase in revenue was mainly due to new third party customers in the nine months ended February 29, 2012 compared to the nine months ended February 28, 2011.  Cost of revenue and operating expenses for the nine months ended February 29, 2012 and February 28, 2011 totaled $358,165 and $100,024, respectively resulting in a net loss of $21,222 and $88,024, respectively.

 

Cost of revenues and operating expenses for the nine months ended February 29, 2012 comprised of officer compensation for Wesley Ramjeet, CEO, of $55,756, other related party consulting and professional expenses of $62,375, staff salaries and wages of $87,634, professional fees (marketing, legal, audit and accounting) of $92,014, rent expense of $23,358, insurance expense of $5,717, web development expense of $4,500, travel-related costs of $7,003, stock compensation expense of $7,552 and other operating expenses for $12,256.  For the nine months ended February 28, 2011, the operating expenses comprised of officer compensation for Wesley Ramjeet, CEO, of $13,500, other related party consulting and professional expenses of $60,000, professional fees (marketing, legal, audit and accounting) of $13,671, and other operating expenses of $12,853. The increase in cost of revenue and operating expenses for the nine months ended February 29, 2012 compared to February 28, 2011 was mainly due an increase in outsourcing consulting services to service third party revenue obtained during the nine months ended February 29, 2012. 

 

 

 

9
 

Liquidity and Capital Resources

 

Capital Resources and Liquidity

 

As of February 29, 2012, the Company had cash of $57,272 as compared to cash of $37,300 as of May 31, 2011. Net cash used in operating activities totaled $9,811 and $15,862 for the nine months ended February 29, 2012 and February 28, 2011, respectively.  The Company had a net loss of $21,222 and $88,024 during these periods, respectively.  During the nine months ended February 29, 2012, the Company had stock compensation expense of $7,552 and depreciation expense of $57, with the remaining decrease in operating assets and liabilities of $3,802. During the nine months ended February 28, 2011, the Company had stock-based expense of $60,000 related to related party for services, with the remaining decrease in operating assets and liabilities of $12,162. During the nine-months ended February 29, 2012, the Company received $33,333 in cash from the stock subscription agreement. Net cash increased $19,972 and decreased $13,482 for the nine months ended February 29, 2012 and February 28, 2011, respectively.

 

In order for us to execute our business plan we will need to raise at least $500,000 in debt or equity. The funds are needed for building out the management team, sales and marketing and working capital. There can be no assurance that we will be able to raise the funds needed to execute our business plan.

 

If we are unable to satisfy our cash requirements we may be unable to proceed with our plan of operations.  We do not anticipate the purchase or sale of any significant equipment. The foregoing represents our best estimate of our cash needs based on current planning and business conditions.  In the event we are not successful in reaching our initial revenue targets, additional funds may be required, and we may not be able to proceed with our business plan for the development and marketing of our core services. Should this occur, we will suspend or cease operations.

 

We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

N/A

 

ITEM 4T. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our President, Chief Financial Officer and Secretary, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this report. Based upon that evaluation, our President, Chief Financial Officer and Secretary concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

 

Changes in Internal Control Over Financial Reporting. During the most recent quarter ended February 29, 2012, 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.

10
 

 

 

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, 2011 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.

 

We did not sell any equity shares during the fiscal quarter covered by this Quarterly Report.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None

 

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

 

None

 

ITEM 5. OTHER INFORMATION.

 

Consulting Agreement with Sam Jacobs

 

On November 18, 2011, we entered into a consulting agreement with Samuel Jacobs (the “Jacobs Consulting Agreement”), which has an initial term of three (3) years. Under the terms of the Jacobs Consulting Agreement, Mr. Jacobs will provide services to the Company similar to those of a Vice-President of Business Development. Mr. Jacobs will receive a consulting fee of $10,000 per month. As additional compensation, Mr. Jacobs will be issued 150,000 shares of our common stock, which shall vest over the term of the Jacobs Consulting Agreement at the rate of 50,000 shares per year. Mr. Jacobs will be entitled to certain bonus payments based on the new clients that he brings to the company. Under the terms of the Jacobs Consulting Agreement, Mr. Jacobs is required to generate a minimum of $7,500 per month in revenue for the company through his business development activities.

 

The foregoing description of the Jacobs Consulting Agreement is not intended to be complete and is qualified in its entirety by the complete text of that agreement, the form of which is attached as Exhibit 10.1 to this Report.

 

Employment Agreement with Wesley Ramjeet

 

On November 21, 2011, we entered into an employment agreement with Wesley Ramjeet, our CEO and President (the “Ramjeet Employment Agreement”), which has an initial term of three (3) years. Under the terms of the Ramjeet Employment Agreement, Mr. Ramjeet will continue to serve as our President and Chief Executive Officer. Mr. Ramjeet is also a member of our board of directors.  Mr. Ramjeet will receive a base salary of $150,000 per year in the first year of the agreement, $200,000 per year in the second year of the agreement and $250,000 per year in the third year of the agreement. Mr. Ramjeet will be entitled to certain bonus payments based on the revenue of the company and capital raised by the company. The amount of Mr. Ramjeet’s potential bonus payments are described in greater detail in Schedule A to the Ramjeet Employment Agreement, a copy of which is attached hereto as Exhibit 10.1.

 

The Ramjeet Employment Agreement would be terminated under the terms of that agreement upon the death or disability of Mr. Ramjeet. If we terminate Mr. Ramjeet’s employment for “Cause” (as defined in the agreement), or if Mr. Ramjeet terminates his employment voluntarily for other than “Good Reason” before the end of the term, Mr. Ramjeet will be entitled to receive his base salary through the date his employment terminates and any pro rata bonus earned through that date. If Mr. Ramjeet’s employment is terminated by us without “Cause” then he will be entitled to receive: (i) his base salary through the termination date; (ii) a single sum payment equal to six months of Mr. Ramjeet’s base salary; and (iii) reimbursement for the cost of up to the first twelve months of continuing group health plan coverage which Mr. Ramjeet and his covered dependents receive pursuant to COBRA.

 

The foregoing description of the Ramjeet Employment Agreement is not intended to be complete and is qualified in its entirety by the complete text of that agreement, the form of which is attached as Exhibit 10.2 to this Report. 

 

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ITEM 6. EXHIBITS.

 

Exhibit

Number

  Description of Exhibit
     

10.1 #

 

  Consulting Agreement dated as of November 18, 2011 by and between Profit Planners Management, Inc. and Mr. Samuel Jacobs. Incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the registrant on November 22, 2011.
     
10.2 #@   Employment Agreement dated as of November 1, 2011 by and between Profit Planners Management, Inc. and Mr. Wesley Ramjeet. Incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the registrant on November 22, 2011.
     
31.1 *   Certifications required by Rule 13a-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1 *   Certification of Chief Executive Officer and Principal Accounting Officer pursuant to 18 U.S.C.§ 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

# Incorporated by reference.
@ Management contract or compensatory plan.
* Filed herewith.

 

 

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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.

 

  PROFIT PLANNERS MANAGEMENT, INC.
   
  /s/ Wesley Ramjeet
April 16, 2012 Wesley Ramjeet
  Chief Executive Officer, Chief Financial Officer and Director

 

 

13
 

PINX:PPMT Profit Planners Management Inc Quarterly Report 10-Q Filling

Profit Planners Management Inc PINX:PPMT Stock - Get Quarterly Report SEC Filing of Profit Planners Management Inc PINX:PPMT stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

PINX:PPMT Quarterly Report 10-Q Filing - 2/29/2012
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