As filed with the Securities and Exchange Commission on June 12, 2009. File No. 000-52044
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10K
___________________________________
X ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 28, 2009
___ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 000-52044
PTM PUBLICATIONS INCORPORATED
(Exact name of registrant as specified in its charter)
; Nevada 20-3936186
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
E-2-14 Block E, Plaza Damas
Jalan Hartamas 1, Sri Hartamas
Kuala Lumpur, Malaysia 50480
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (603) 525-3380
Securities registered pursuant to Section 12(g) of the Act:
None
None
Title of each Class: Common Stock, $.001 par value
Name of each exchange on which registered: The NASDAQ Global Market
icate
Indicate by check mark is the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes__ No X
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes __ No X
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 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 ( 229.405 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 X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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 Act). Yes X No
The aggregate market value of the registrants Common Stock, no par value per share, held by non-affiliates of the registrant as of February 28, 2009 was approximately $60,000 (based on the price at which the common stock was sold in our initial public offering ($.05/share). Our Common Stock is traded on the NASDAQ OTCBB under the trading symbol PTMZ; however, trading has not yet actively commenced.
The number of shares outstanding of the registrant's Common Stock, par value $.001 per share, was 2,200,000 as of February 28, 2009.
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TABLE OF CONTENTS
PART II | |
Item 1. Description of Business | 3 |
Item 1A. Risk Factors | 7 |
Item 2. Description of Property | 8 |
Item 3. Legal Proceedings | 9 |
Item 4. Submission of Matters to a Vote of Security Holders | 9 |
PART II | |
Item 5. Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities | 9 |
Item 6. Selected Financial Data | 10 |
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation | 10 |
Item 7A. Quantitative and Qualitative Disclosures About Market Risk | 11 |
Item 8. Financial Statements and Supplementary Data | 13 |
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 25 |
Item 9A. Controls and Procedures | 25 |
Item 9B. Other Information | 25 |
PART III | |
Item 10. Directors, Executive Officers and Corporate Governance | 25 |
Item 11. Executive Compensation | 27 |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 28 |
Item 13. Certain Relationships, Related Transactions and Director Independence | 29 |
Item 13. Exhibits | 29 |
Item 14. Principal Accountant Fees and Services | 29 |
Item 15. Exhibits and Financial Statement Schedules | 29 |
Signatures | 30 |
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PART I
Item 1. Description of Business
General
PTM Publications Incorporated was incorporated in the State of Nevada on December 13, 2005. We were formed to engage in the magazine publishing business in Malaysia. In February, 2006, we acquired 100% ownership in a privately-held company incorporated under the laws of Malaysia under the name of PTM Publications Sdn Bhd. The corporation was formed by Jasmin Bin Omar Jayaseelan and Jefferi Bin Omar Jayaseelan, brothers and officers and directors of our company, to use for a private business, which was never started. Jasmin and Jefferi Bin Omar Jayaseelan assigned all of their right, title and interest in and to the corporation to us for $1.00 U.S. and it is the entity which operates our magazine in Malaysia (the "wholly-owned Subsidiary").
We are a Nevada corporation and, as such, are subject to the jurisdiction of the State of Nevada and the United States courts for purposes of any lawsuit, action or proceeding by investors herein. An investor would have the ability to effect service of process in any action on the company within the United States. In addition, we are registered as a foreign corporation doing business in Malaysia and are subject to the local laws of Malaysia governing investors ability to bring actions in foreign courts and enforce liabilities against a foreign private issuer, or any person, based on U.S. federal securities laws. Generally, a final and conclusive judgment obtained by investors in U.S. courts would be recognized and enforceable against us in the Malaysian courts having jurisdiction without reexamination of the merits of the case. Since all of our officers and directors, and certain experts named in this prospectus, reside outside the United States, substantially all or a portion of the assets of each are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or to enforce against them judgments obtained in United States courts predicated upon the civil liability provisions of the federal securities laws of the United States. We have been advised that, based on the political climate in Malaysia, there is doubt as to the enforceability of judgments obtained in U.S. Courts.
Principal Products and Business Operations
We are still in the development stages and are continuing to design and print our publication, called "The Property Magazine", which is directed at property owners, home buyers, real estate agents, brokers, home builders, renters, property managers and owners and ancillary service providers at all levels of business throughout Malaysia. We are continuing to solicit property owners, advertisers and customers for our publication. We are currently marketing and targeting a total circulation of approximately 4,000 copies per month and expect to increase our distribution to approximately 20,000 copies per month by the end of 2009. The magazine is updated and published monthly. Sample distributions, organizational sales and direct mail to targeted lists of industry contacts are some of the methods we are utilizing to build our subscription base.
The magazine is a high gloss, approximately 52-page issue, with a contemporary look. Appealing and informative presentation of up-to-the-month marketable properties is our constant goal. The magazine is designed to be entertaining and newsworthy, as well as informative and, currently, there are no other magazines like it available today in Malaysia.
The Property Magazine combines the utility of a one-stop market for buyers and sellers to advertise the properties they have for sale, as well as a medium for developers, renters and other ancillary services to reach their target markets. The editorial content of the magazine includes Hot Tips, Personalities, Commercial/ Residential and Quick Sale listings, each described as follows:
· | Hot Tips - The hot tips section playfully lures readers with articles highlighting Feng Shui and advice on how to maximize buying or selling opportunities, but does not provide direct investment advice. It also provides handy home tips, insights on decorating and home improvement and gardening/ landscaping design tips. |
· | Personalities - Well-known, successful property personalities, both local and abroad, are approached to provide valuable insight from their wealth of knowledge and years of experience. We create these personality profiles using information available through magazine and internet articles and/or through personal conversations with local personalities. |
· | Commercial/Residential - The heart of the magazine is composed of residential and commercial property advertisements accompanied by photographs and descriptions. |
· | Quick Sale - This section highlights properties that owners have deemed necessary for immediate sale and is the equivalent of a "bargain" section. |
In addition, as funds allow, we intend to develop and operate a website (www.ptmpublications.com) and a mirror website ( www.ptm.com.my in Malaysia) that we feel will compliment our magazine by initially acting as a promotional tool and by providing a more comprehensive information database of property related interests. The website will cater to a broader range of consumers including those looking for ancillary products such as home repair services, gardening services, mortgage data and various other property resources.
A significant portion of the Malaysian economy has evolved around helping consumers as they navigate through the home and real estate cycle. An enormous network of support services and products exists to assist consumers in buying a property, building a property, renting a property, moving, owning a property and/or selling a property.
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Target Markets for our Product
Every participant in the home and real estate cycle faces a unique set of challenges, all of which are addressed in our magazine:
Ø | Home Buyers. In order to dispel the fear of purchasing the wrong home or paying too much for a home, consumers must be assured that they have considered all available options. Therefore, home buyers require an extensive amount of information and several decision tools to help bolster confidence during the home buying process. To make an informed decision, consumers need access to a comprehensive listing of homes for sale and require information about specific neighborhoods and listed prices of comparable homes for sale in a given geographic location. Once a home has been selected, consumers must consider a broad range of related services, including mortgage, title, escrow, insurance, moving and relocation services as well as remodeling alternatives. As a result, consumers are continually searching for additional information and resources to assist them in every aspect of the real estate transaction and need a comprehensive, convenient and integrated source of information that assists them in each step of the process |
Ø | Real Estate Agents and Brokers. Real estate agents and brokers depend on attracting and retaining customers in order to generate increasing numbers of transactions. Due to its size and complexity, it is not uncommon for the real estate transaction to take several months to complete. As a result, the job of real estate agents and brokers is complicated by a variety of factors. Therefore real estate agents and brokers are looking for additional opportunities to market their services, become more productive and compete more effectively for transactions. In addition, they seek greater efficiency in disseminating information to their prospective clients and are looking for tools that can help them streamline their current practices. |
Ø | Home Builders. Home building and real estate professionals who focus on new homes and new home developments also depend on attracting and retaining customers in order to sell new properties in a timely manner. However, home builders have not developed an infrastructure similar to an Multiple Listing Service to aggregate, update and share data regarding available inventory. Nor do they have the infrastructure to communicate this information to potential buyers. As a result, home building and real estate professionals continue to seek new ways to market their products and services and inform prospective home buyers of the availability of new properties. |
Ø | Renters, Property Managers and Owners. To make an informed decision, renters need access to comprehensive information about available rental units, specific neighborhoods and rental prices in a given geographic location. Because of the high turnover rate in rental units, property managers and owners must regularly attract new tenants to minimize their vacancy rates. We estimate that approximately $1.8 billion was spent in 1998 to market apartments and rental homes. The rental market has not developed a central repository for comprehensive listings accessible by potential renters nationwide and property managers and owners are continuously seeking to market their available units in a cost-effective manner. |
Ø | Ancillary Service Providers. Consumers require a variety of products and services throughout their home and real estate life cycle. The real estate transaction provides service providers and retailers the opportunity to target consumers at a time when they are shifting their buying patterns. Providers and retailers of these products or services need an effective mechanism to reach consumers who are most interested in their offerings. Ideally, these providers of products and services would have a centralized location where they could advertise their offerings to a target group of consumers who are engaged in the real estate process. |
Ø | The Internet. The emergence and acceptance of the Internet is fundamentally changing the way that consumers and businesses communicate, obtain information, purchase goods and services and transact business. Because of its size, fragmented nature and reliance on the exchange of information, the real estate industry is particularly well suited to benefit from the Internet. The real estate industry currently spends $3.5 billion a year on advertising and print media. Traditional sources of advertising and print media, including classifieds and other off-line sources, are not interactive and are limited by incomplete and inaccurate data that is local in scope and is typically disseminated on a weekly basis. These traditional sources also lack content that can be searched based on specified terms, a centralized database of information and the ability to conduct two-way communications. The Internet offers a compelling means for consumers, real estate professionals, home builders, renters, property managers and owners and ancillary service providers to come together to improve the dissemination of information and enhance communications. |
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Pricing and Projected Revenues
Our magazine has two revenue streams:
- Sales of single issues and subscriptions
- Sales of Advertising
"The Property Magazine" sells for $1.30 U.S. per single issue on the newsstand. A one-year subscription is $12.50 U.S.
We expect to gain a substantial portion of future revenues from advertising rates, as we build and increase our database of advertisers. As the awareness of our magazine builds, we project that the sources of subscriptions will be as follows:
· | Paid Space. This entails buying advertising in other publications to promote subscriptions to our magazine. |
· | Shows and Exhibits. Several magazines have been successful selling subscriptions at shows and exhibits related to the editorial concept of the magazine. We continue to promote and sell our magazine at the many property and consumer lifestyle related exhibitions that take place in Malaysia regularly. |
· | Reply Cards. A significant source of subscribers is expected to be from offers in The Property Magazine itself. Every issue of The Property Magazine, newsstand and subscription, contains information for subscribing. |
· | Exchange Advertising. Another source of new orders is expected to be through subscription offers in other general business and trade magazines. This can be a relatively inexpensive method of obtaining subscribers. The Property Magazine need not pay rate card prices for advertisements in other magazines. Instead of paying cash, it may be possible for us to trade our own advertising space. (This is a common practice among publishers.) |
· | White Mail. Every established magazine receives unsolicited requests for subscriptions. While these will not represent a large portion of the magazine's circulation, they are still very valuable as they require no promotional expenditures. |
Printing and Distribution Methods
Print Sdn Bhd, 136 Jalan Radin Anum Satu, Bandar Baru Seri Petaling, 57000 Kuala Lumpur, an unrelated third party, is the printerof our magazine. The printing costs for the magazine are approximately $7,895 for of 30,000 copies. There is no minimum order quantity from this printing company and we do not currently have any written agreements with them.
In addition, we do not have a contract but have verbally agreed to work with a distributor, Central Paper Agencies Sdn Bhd, No 425, Lebuh Pantal, 10300 Pulau Pinang, , Malaysia, an unrelated third party. We use the distribution company to deliver our magazines to various outlets, including retail shopping centers, grocery chains and other commercial shop lots. All copies not sold are collected and returned to us by the distributor and no distributor charges are incurred.
For promotional (non-revenue generating copies), distribution is done by the staff and/or officers of our company.
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Advertising Sales Strategy
Efforts to sell advertising are directed at a wide range of real estate developers, marketers of business and consumer products and services. The Property Magazine's editorial environment and reader demographics are expected to make it a desirable forum for those companies currently advertising in other general business publications.
Initial sales calls have been made by our officers/directors and have focused initially on contacting the following groups via existing personal and professional relationships:
- Real Estate Developers
- Real Estate Agencies
- Ancillary Companies, like banks and investment companies, interior designers, construction, furniture and equipment manufacturers, etc.
Government and Industry Regulation
Magazine publications are subject to licensing and regulation by state and local authorities. Difficulties in obtaining or failure to obtain required licenses and approvals will result in delays in, or cancellation of, the printing of the magazine. Publishing licenses are also subject to suspension or non-renewal if the granting authority determines that the conduct of the holder does not meet the standards for initial grant or renewal. We have applied for and received a business license publishing license; no other permits or licenses are required. We comply with all relevant licensing and regulations.
Competition
We believe that the principal competitive factors in attracting consumers to our magazine are:
Ø | The total number of listings and the number of listings for the consumer's specific geographic area of interest available in our magazine; |
Ø | The quality and comprehensiveness of general real estate related, particularly home-buying, information available in our magazine; |
Ø | The availability and quality of other real estate related, lifestyle products and services available; and |
Ø | The appeal and ease for our readers, due to well thought out and planned design layout and content of our magazine. |
Our main existing and potential competitors are:
(a) web sites offering real estate listings and other related services, such as iProperty.com.my, starfish.com.my, realestateonline.com.my, propertyinside.com, hartanah.net, propertyzoom.com, property.malaysiadirectory.com and realestate.net.my.
(b) web sites offering real estate related content and services such as mortgage calculators and information on home buying, selling and renting processes;
(c) web sites from real estate brokers or developers themselves, such as www.sunway.com.my
(d) General purpose consumer web sites, such as AltaVista and Yahoo! that also offer real estate-related content;
(e) traditional print media, such as daily newspapers like the Sun or the Star, which have either special real estate pullouts or classified sections with real estate property; and
(f) real estate magazines such as iProperty.com.
The barriers to entry for web-based services and businesses are low, making it possible for new competitors to proliferate rapidly. In addition, parties with whom we have listing and marketing agreements could choose to develop their own Internet strategies or competing real estate sites upon the termination of their agreements with us. Many of our existing and potential competitors have longer operating histories in the Internet market, greater name recognition, larger consumer bases and significantly greater financial, technical and marketing resources than we do.
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Employees and Employment Agreements
At present, we have no employees other than our three officers and directors. Jasmin Bin Omar Jayaseelan currently devotes 7-10 hours a week to our business, Jefferi Bin Omar Jayaseelan currently devotes 12- 15 hours a week to our business and Cheryl Lim Phaik Suan devotes full time. Ms. Lim is the only officer and/or director being compensated for his services. She is compensated for her position as editor of the magazine at $1181.47 US/month. The other directors and officers are not presently compensated for their services and do not have employment agreements with us. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any officers, directors or employees.
Item 1A. Risk Factors
RISKS ASSOCIATED WITH OUR COMPANY:
1. We are still in the development stage, have generated minimal revenues to date and lack an operating history. As a result, an investment in our securities is highly risky and could result in a complete loss of any investment you make.
Our company was incorporated in December 2005; we have just recently begun operations; and we have realized only minimal revenues since inception. We have only a limited operating history upon which an evaluation of our future prospects can be made. Such prospects must be considered in light of the substantial risks, expenses and difficulties encountered by new entrants into the highly competitive magazine publishing industry. Our ability to achieve and maintain profitability and positive cash flow is highly dependent upon a number of factors, including our ability to attract and retain advertisers for our magazine, while keeping printing and publishing costs to a minimum. Based upon current plans, we expect to incur operating losses in future periods as we incur significant expenses associated with the initial startup of our magazine. Further, we cannot guarantee that we will be successful in realizing revenues or in achieving or sustaining positive cash flow at any time in the future. Any such failure could result in the possible closure of our magazine or force us to seek additional capital through loans or additional sales of our equity securities to continue business operations, which would dilute the value of any of our securities you may own.
2. If we are unsuccessful in generating revenues, you could lose any investment you make in our securities.
There can be no assurances that we will be successful in our business plans as we have projected or that we will be profitable. As a result, you could lose all of your investment if you decide to purchase shares of our securities. Our auditors have expressed substantial doubt as to our ability to continue as a going concern.
3. The magazine publishing industry is highly competitive and if our magazine is not well received and/or successful, we may be unable to generate revenues, which could result in a total loss of your investment.
The magazine publishing industry is highly competitive with respect to circulation and, as a result, has a high failure rate. There are numerous well-established competitors, including national, regional and local newspapers and magazines possessing substantially greater financial, marketing, personnel and other resources than our company. The magazine publishing industry is also generally affected by changes in consumer preferences, national, regional and local economic conditions and demographic trends. In addition, factors such as inflation, increased labor and employee benefit costs, as well as a lack of availability of experienced management and hourly employees, may also adversely affect the magazine publishing industry in general, and our magazine in particular.
4. Our business operations could be severely impacted or shut down as a result of political or economic instability and/or terrorist activities, which could result in a total loss of any investment you make in our shares.
The political and economic instability in Malaysia is exacerbated by the very porous border and extreme terrorism in and around the surrounding countries. Tight control by the government helps to limit internal interracial tensions, however, any terrorist or threatened terrorist activities in or near our business location could severely restrict our operations and reduce possible revenues. In addition, any adverse changes to the current economy, political climate, currency, environment for foreign businesses or security could result in the closure of our operations and discontinuance of the publication of our magazine, which would result in loss of revenues and a total loss of any investment you may make in our securities.
5. We are subject to the many risks of doing business internationally, including but not limited to the difficulty of enforcing liabilities in foreign jurisdictions.
We are a Nevada corporation and, as such, are subject to the jurisdiction of the State of Nevada and the United States courts for purposes of any lawsuit, action or proceeding by investors herein. An investor would have the ability to effect service of process in any action on the company within the United States. In addition, we are registered as a foreign corporation doing business in Malaysia and are subject to the local laws of Malaysia governing investors' ability to bring actions in foreign courts and enforce liabilities against a foreign private issuer, or any person, based on U.S. federal securities laws. Generally, a final and conclusive judgment obtained by investors in U.S. courts would be recognized and enforceable against us in the Malaysian courts having jurisdiction without reexamination of the merits of the case.
Since all of our officers and directors, and certain experts named in this prospectus, reside outside the United States, substantially all or a portion of the assets of each are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or to enforce against them judgments obtained in United States courts predicated upon the civil liability provisions of the federal securities laws of the United States. We have been advised that, based on the political climate in Malaysia, there is doubt as to the enforceability of judgments obtained in U.S. Courts.
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6. Because we operate in a foreign country, our business is subject to foreign currency fluctuations and risks which could severely impact our revenues and results of operations.
We conduct business in a currency other than the U.S. Dollar and the Malaysian Ringit has been floated against a basket of currencies, which include the Chinese Renminbi. We will have exposure to exchange rate fluctuations. At some point in the future, the exchange rate could fluctuate substantially more which would cause us exposure to exchange rate risk, as our profits would then be subject to exchange rate fluctuations. Any broad-based regional currency crisis could cause a major shift in the exchange rate, as could a dramatic collapse in the US dollar. If in the future, there are much wider fluctuations in the exchange rate, we would attempt to reduce our transaction and translation gains and losses associated with converting foreign currency into U.S. Dollars by entering into foreign exchange forward contracts to hedge certain transaction and translation exposures. Any such risks could severely impact our revenues and results of operations, which could reduce the value of any investment you make in our securities.
7. The loss of the services of Jasmin Bin Omar Jayaseelan, Jefferi Bin Omar Jayaseelan and Cheryl Lim Phaik Suan could severely impact our business operations and future development.
Our performance is substantially dependent upon the professional expertise of our officers Jasmin Bin Omar Jayaseelan, Jefferi Bin Omar Jayaseelan and Cheryl Lim Phaik Suan. The loss of their services could have an adverse effect on our business operations, financial condition and operating results if we are unable to replace them with other individuals qualified to develop our magazine publishing business. This could result in a loss of revenues, resulting in a reduction of the value of any securites you may purchase.
8. Because our current officers have other business interests, they may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail.
Jasmin Bin Omar Jayaseelan, the president and a director of the company, currently devotes approximately 7 to 10 hours per week providing management services to us. Jefferi Bin Omar Jayaseelan, the secretary and a director of the company, currently devotes approximately 12 to 15 hours per week to the company, but will be available to assist Mr. Jasmin Bin Omar Jayaseelan with some of his duties, as and when needed. Cheryl Lim Phaik Suan devotes full-time to the company and is our editor. While our executive officers presently possess adequate time to attend to our interests, it is possible that the demands on them from their other obligations could increase, with the result that they would no longer be able to devote sufficient time to the management of our business. This could negatively impact our business development.
RISKS ASSOCIATED WITH OUR COMMON STOCK:
9. Buying low-priced penny stocks is very risky and speculative.
Our securities (common stock) are considered to be "penny stocks", as defined by the Securities and Exchange Act of 1934. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse, or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or trade our common stock and may also affect your ability to resell any shares you may purchase in this offering in the public markets.
10. Our common stock is listed for trading on Nasdaq; however, no trading market has yet developed and there is no guarantee that a trading market will ever develop for our securities. Therefore, you may have difficulty selling any of our securities you may purchase.
There is presently no public market for our securities. If no market is ever developed for our common stock, it will be difficult for you to sell any securities you may purchase in our company.
Item 2. Description of Property
We do not currently own any property or real estate of any kind. Our business offices are located at E-2-14 Block E, Plaza Damas, Jalan Hartamas 1, Sri Hartamas, Kuala Lumpur Wilayah Perseketuan, 50480, Malaysia. The office is fully equipped and functional and donated free of charge by our directors until such time as we have raised the money to move into a separate office, at which time we will sign a lease with an unrelated third party.
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Item 3. Legal Proceedings
We are currently unaware of any legal matters pending or threatened against us.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities
Market Information
Our shares of common stock are listed on the Over the Counter Bulletin Board (PTMZ); however, trading has not yet commenced. Therefore, no table of high/low bid prices is presented in this report.
Number of Holders
As of February 28, 2009, the 2,200,000 issued and outstanding shares of common stock were held by a total of 35 shareholders of record.
Dividends
No cash dividends were paid on our shares of common stock during the fiscal years ended February 28, 2009 and 2008. We have not paid any cash dividends since our inception and do not foresee declaring any dividends on our common stock in the foreseeable future.
Recent Sales of Unregistered Securities
None.
Purchase of our Equity Securities by Officers and Directors
None.
Other Stockholder Matters
None.
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Item 6. Selected Financial Data
Statements of Operations Data: | February 28, 2009 | February 29, 2008 |
$ | $ | |
Total Revenues | 143 | 16,442 |
Operating expenses: | ||
Auditing Fees | 10,664 | 9,415 |
Legal Fees | - | - |
Administrative Expenses | 277 | 5,425 |
Wages & Salaries | 25,874 | 18,829 |
Website & Magazine | 133 | 118 |
Printing Expenses | - | 27,915 |
Rent&Utilities Expense | 2,345 | 5,393 |
Depreciation Expense | 954 | 1,513 |
Total Operating Costs | 40,247 | 68,607 |
Net income (loss) | (45,156) | (52,123) |
Weighted-average common shares outstanding: | 2,200,000 | 2,200,000 |
Consolidated Balance Sheet Data: | ||
Total Current Assets | 3,068 | 95 |
Total Fixed Assets, Net of Depreciation | 1,250 | 9.911 |
Total Assets | 4,318 | 11,664 |
Total Liabilities | 58,614 | 26,696 |
Total Stockholders’ Equity | (54,295) | (15,032) |
Working Capital | 4,318 | 36,965 |
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis in conjunction with our financial statements, including the notes thereto, included in this Report. Some of the information contained in this Report may contain forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1933, as amended (the “Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by the use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that the projections included in these forward-looking statements will come to pass. Our actual results could differ materially from those expressed or implied by the forward looking statements as a result of various factors. We undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
10
Our auditors’ reports contain a statement that our net loss and limited working capital raise substantial doubt about our ability to continue as a going concern. Our independent registered public accountants have stated in their report, included in Item 8. Financial Statements that our significant operating losses and working capital deficit raise substantial doubt about our ability to continue as a going concern. We had net losses of $39,263 and $51,678, respectively, for the fiscal years ended February 28, 2009 and February 29, 2008. We will be required to raise substantial capital to fund our capital expenditures, working capital, and other cash requirements since our current cash assets are exhausted and revenues are not yet sufficient to sustain our operations. We continue to develop our publication in an effort to grow our business and generate revenues; however, if we are unsuccessful in sustaining our operation, we will be forced to seek other financing to complete our business plans. The successful outcome of future financing activities cannot be determined at this time and there are no assurances that, if achieved, we will have sufficient funds to execute our intended business plan or generate positive operational results.
In addition to our current deficit, we expect to incur additional losses during the foreseeable future. Until we are able to promote and increase brand awareness of our magazine, we are unlikely to be profitable. Consequently, we will require substantial additional capital to continue our development and marketing activities. Since our current cash in the bank is exhausted, we are currently seeking alternative financing to sustain our operations; however, there is no assurance we will be successful in finding the cash required to continue to print and distribute our magazine or that we will not incur additional and unplanned expenses. -There is no assurance that we will be able to obtain additional financing through private placements and/or public offerings necessary to support our working capital requirements. To the extent that funds generated from any private placements and/or public offerings are insufficient, we will have to raise additional working capital through other sources, such as bank loans and/or financings. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms.
We are incurring increased costs as a result of being a publicly-traded company. As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the Securities and Exchange Commission, have required changes in corporate governance practices of public companies. These new rules and regulations have increased our legal and financial compliance costs and have made some activities more time-consuming and costly. For example, as a result of becoming a public company, we have created additional board committees and have adopted policies regarding internal controls and disclosure controls and procedures. In addition, we have incurred additional costs associated with our public company reporting requirements. In addition, these new rules and regulations have made it more difficult and more expensive for us to obtain director and officer liability insurance, which we currently cannot afford to do. As a result of the new rules, it may become more difficult for us to attract and retain qualified persons to serve on our Board of Directors or as executive officers. We cannot predict or estimate the amount of additional costs we may incur as a result of being a public company or the timing of such costs.
Results of Operations
We are still developing our business and expect to operate at a loss for some time, as we continue to publish and distribute our magazine, and continue our initial marketing and advertising campaigns.
We printed and distributed our inaugural magazine issue in the first quarter of 2007 and have started to generate advertising revenues; however, they have not yet been substantial enough to sustain operations without additional cash flow from other financing sources.
We only generated revenues of $143 for the fiscal year ended February 28, 2009, as compared to revenues of $16,442 for the fiscal year ended February 29, 2008. The change in revenues was due to the decrease in sales of advertising space and subscriptions to the magazine, which we strongly believe is a result of the current economy and political environment in Malaysia and around the world. We incurred operating expenses of $40,247 and $68,607, respectively, for fiscal years ended February 28, 2009 and February 29, 2008. These expenses for the fiscal year ended February 28, 2009 consisted of auditing fees in the amount of $10,664 (2008 - $9,415; cumulative - $26,105), wages and salaries of $25,874 (2008 - $18,829; cumulative - $50,128), administrative expenses of $277 (2008 - $5,425; cumulative $8,553), depreciation expense of 954 $(2008 - $1,513; cumulative - $2,512), rent and utilities of $2,345 (2008 - $5,393; cumulative - $7,738), website and magazine development expenses of $133 (2008 - $118; cumulative - $16,167) and printing expenses of $Nil (2008 - $27,915; cumulative - - $27,915). The increase in auditing fees was due to the increase in fees charged from our auditors for quarterly reviews and audits. Wages and salaries and administrative expenses increased due to the start of the production and distribution of our magazine. Depreciation and rent and utilities expenses decreased as we moved back to E-2-14 Block E, Plaza Damas Jalan Hartamas 1, Sri Hartamas, Kuala Lumpur, N8, 50480, which has been donated at no charge by our President, Jasmin Bin Omar Jayseelan, until such time as our cash flows allow us to expand into larger office space.
Our comprehensive net loss for the fiscal year ended February 28, 2009, adjusted for foreign currency translation adjustment, was $39,263 or $0.02 per share, compared to $51,678, or $0.02 per share for the fiscal year ended February 29, 2008. Since the date of inception, we have incurred a comprehensive net loss, adjusted for foreign currency adjustment, of $119,295. We do not currently have sufficient capital to fund our estimated expenditures for the fiscal year and intend to fund the expenditures through equity and/or debt financing and revenues from sales of magazine subscriptions. There can be no assurance that financing will be available to us on acceptable terms, if at all.
Liquidity and Capital Resources
At February 28, 2009, we had $3,0685 in cash in the bank and property and equipment assets (less depreciation) valued at $1,250. Our total assets at February 28, 2009 were $4,318.
Our accounts payable at February 28, 2009 was $49,615, consisting of accounts payable due for auditing fees and administrative expenses incurred in our day-to-day operations. We also have a loan payable of $8,999 to a related party, who is an officer and director, for start-up eand our day-to-day expenses.
Our stockholders' equity deficit was ($54,295) at February 28, 2009, as compared to ($15,032) at February 29, 2008.
In the next 12 months, we do not intend to spend any substantial funds on research and development and do not intend to purchase any major equipment.
We do not anticipate any material commitments for capital expenditures in the near term. While we continue to work towards 100% capacity, we feel that current cash on hand is insufficient to satisfy cash requirements. If we are unable to continue to develop and implement a profitable business plan, we will be required to seek additional avenues to obtain funds necessary to sustain operations, including equity and/or debt financing. There can be no assurance that financing will be available to us on acceptable terms, if at all.
Given that we have not achieved significant profitable operations to date, our cash requirements are subject to numerous contingencies and risk factors beyond our control, including operational and development risks, competition from well-funded competitors and our ability to manage growth. We can offer no assurance that we will generate cash flow sufficient to achieve profitable operations or that our expenses will not exceed our projections. If our expenses exceed estimates, we will require additional monies during the next twelve months.
11
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Critical Accounting Policies
Management's discussion and analysis of our financial condition and results of operations are based on the financial statements, which are prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of such financial statements requires Management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, Management will evaluate its estimates and will base its estimates on historical experience, as well as on various other assumptions in light of the circumstances surrounding the estimate, and the results will form the basis in making judgments about the carrying values of our assets and liabilities that are not readily apparent from other sources. It should be noted, however, that actual results could materially differ from the amount derived from Management's estimates under different assumptions or conditions. Our functional currency is in Malaysian ringgit, as all of our operations are in Malaysia. We used the United States dollar as our reporting currency for consistency with registrants of the Securities and Exchange Commission. Assets and liabilities denominated in a foreign currency are translated at the exchange rate in effect at the period end and capital accounts are translated at historical rates. Income statement accounts are translated at the average rates of exchange prevailing during the period. Translation adjustments from the use of different exchange rates from period to period are included in the comprehensive income account in stockholder's equity, if applicable.
Loss per share is computed using the weighted average number of common stock outstanding during the period. Diluted loss per share is computed using the weighted average number of common and potentially dilutive common stock outstanding during the period reported. Our Management does not believe that any recently issued, but not yet effective accounting standards if currently adopted, would have a material effect on the our current financial statements.
Because we are a small, development stage company, with only three directors, we have not yet appointed an audit committee or any other committee of our Board of Directors.
ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk
Not applicable to smaller reporting companies.
12
Item 8. Financial Statements
Chang G. Park, CPA, Ph. D.
371 E STREET CHULA VISTA CALIFORNIA 91910-2615
TELEPHONE (858)722-5953 FAX (858) 408-2695 FAX (858) 764-5480
E-MAIL changgpark@gmail.com
To the Board of Directors and Stockholders
PTM Publications Incorporated
We have audited the accompanying consolidated balance sheets of PTM Publications Incorporated and subsidiary (the “Company”) as of February 28, 2009 and February 29, 2008 and the related consolidated statements of operations, changes in shareholders’ equity and cash flows for the years then ended and for the period from December 31, 2005(inception) through February 28, 2009. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of PTM Publications Incorporated and subsidiary as of February 28, 2009 and February 29, 2008, and the result of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.
The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/Chang Park
____________________
CHANG G. PARK, CPA
June 9, 2009
San Diego, CA. 91910
Member of the California Society of Certified Public Accountants
Registered with the Public Company Accounting Oversight Board
14
PTM PUBLICATIONS INCORPORATED | ||||||||||
(A Development Stage Company) | ||||||||||
Consolidated Balance Sheets | ||||||||||
ASSETS | ||||||||||
(Audited) | (Audited) | (Audited) | (Audited) | |||||||
As of | As of | As of | As of | |||||||
February 28 | February 29, | February 28 | February 28 | |||||||
2009 | 2008 | 2007 | 2006 | |||||||
$ | $ | $ | $ | |||||||
Current Assets | ||||||||||
Cash | 3,068 | 95 | 42,770 | 5,026 | ||||||
Prepaid Expenses | - | - | - | |||||||
Accounts Receivable | - | - | 2,464 | - | ||||||
Total Current Assets | 3,068 | 95 | 45,234 | 5,026 | ||||||
Fixed Assets | 1,970 | 11,468 | 941 | - | ||||||
Less: Accumulated Depreciation | (720) | 1,558 | 45 | - | ||||||
Fixed Assets, Net | 1,250 | 9,911 | 896 | - | ||||||
Other Asset | - | - | - | |||||||
Security Deposit | - | 1,658 | - | - | ||||||
Other Asset | - | 1,658 | - | - | ||||||
TOTAL ASSETS | 4,318 | 11,664 | 46,130 | 5,026 | ||||||
LIABILITIES & STOCKHOLDERS' EQUITY | ||||||||||
Current Liabilities | ||||||||||
Bank Overdraft | - | 27 | 0 | 0 | ||||||
Accounts Payable | 49,615 | 26,031 | 9,384 | 875 | ||||||
Loan Payable - (related party) | 8,999 | 638 | 100 | 100 | ||||||
Total Current Liabilities | 58,614 | 26,696 | 9,484 | 975 | ||||||
Total Liabilities | 58,614 | 26,696 | 9,484 | 975 | ||||||
Stockholders' Equity | ||||||||||
Common stock, ($0.001 par value, 50,000,000 shares authorized; | ||||||||||
2,200,000 and 1,000,000shares issued and outstanding | ||||||||||
as of May 31, 2008, and February 29, 2008 respectively) | 2,200 | 2,200 | 2,200 | 1,000 | ||||||
Additional paid-in capital | 62,800 | 62,800 | 62,800 | 4,000 | ||||||
Deficit accumulated during development stage | (128,350) | (83,194) | (31,071) | (983) | ||||||
Accumulated other comprehensive loss | ||||||||||
Foreign currency translation adjustments | 9,055 | 3,162 | 2,717 | 34 | ||||||
Total Stockholders' Equity | (54,295) | (15,032) | 36,646 | 4,051 | ||||||
TOTAL LIABILITIES & | ||||||||||
STOCKHOLDERS' EQUITY | 4,318 | 36,965 | 46,130 | 5,026 | ||||||
See notes to the consolidate financial statements
15
PTM PUBLICATIONS INCORPORATED | ||||||||||||
(A Development Stage Company) | ||||||||||||
Consolidated Statements of Operations | ||||||||||||
For Year Ended | For Year Ended | For Year Ended | For Year Ended | Inception to | ||||||||
February 28 | February 29 | February 28 | February 28 | February 28 | ||||||||
2009 | 2008 | 2007 | 2006 | 2009 | ||||||||
$ | $ | $ | $ | $ | ||||||||
Revenues | ||||||||||||
Revenues | 143 | 16,442 | 2,710 | - | 19,295 | |||||||
Total Revenues | 143 | 16,442 | 2,710 | - | 19,295 | |||||||
Operating Costs | ||||||||||||
Auditing Fees | 10,664 | 9,415 | 6,026 | - | 26,105 | |||||||
Legal Fees | - | - | 3,465 | - | 3,465 | |||||||
Administrative Expenses | 277 | 5,425 | 1,868 | 983 | 8,553 | |||||||
Wages & Salaries | 25,874 | 18,829 | 5,425 | - | 50,128 | |||||||
Website & Magazine | 133 | 118 | 15,916 | - | 16,167 | |||||||
Printing Expenses | - | 27,915 | - | - | 27,915 | |||||||
Rent&Utilities Expense | 2,345 | 5,393 | - | - | 7,738 | |||||||
Depreciation Expense | 954 | 1,513 | 45 | - | 2,512 | |||||||
Total Operating Costs | 40,247 | 68,607 | 32,745 | 983 | 142,582 | |||||||
Other Income & (Expenses) | - | - | - | - | ||||||||
Foreign Exchange Gain (Loss) | - | (59) | - | (59) | ||||||||
Foreign Transaction Gain (Loss) | (444) | 42 | 6 | - | (396) | |||||||
Disposition/Retirement of Assets Gain (Loss) | (4,608) | - | - | - | (4,608) | |||||||
Total Other Income & (Expenses) | (5,052) | 42 | (53) | - | (5,063) | |||||||
Net Income (Loss) | (45,156) | (52,123) | (30,088) | (983) | (128,350) | |||||||
Basic earnings per share | (0.02) | (0.02) | (0.02) | (0.00) | (0.06) | |||||||
Weighted average number of | ||||||||||||
common shares outstanding | 2,200,000 | 2,200,000 | 1,727,870 | 1,000,000 | 2,200,000 | |||||||
16
See notes to consolidated financial statements
PTM PUBLICATIONS INCORPORATED | ||||||||||||
(A Development Stage Company) | ||||||||||||
Consolidated Statements of Comprehensive Loss | ||||||||||||
For Year Ended | For Year Ended | For Year Ended | For Year Ended | Inception to | ||||||||
February 28 | February 29 | February 28 | February 28 | February 28 | ||||||||
2009 | 2008 | 2007 | 2006 | 2009 | ||||||||
$ | $ | $ | $ | $ | ||||||||
Net Loss | (45,156) | (52,123) | (30,088) | (983) | (128,350) | |||||||
Foreign currency translation adjustment | 5,893 | 445 | 2,683 | 34 | 9,055 | |||||||
Comprehensive loss | (39,263) | (51,678) | (27,405) | (949) | (119,295) | |||||||
17
See notes to consolidated financial statements.
PTM PUBLICATIONS INCORPORATED | ||||||||||||
(A Development Stage Company) | ||||||||||||
Consolidated Statements of Cash Flows | ||||||||||||
For Year Ended | For Year Ended | For Year Ended | For Year Ended | Inception to | ||||||||
February 28 | February 29 | February 28 | February 28 | February 28 | ||||||||
2009 | 2008 | 2007 | 2006 | 2009 | ||||||||
$ | $ | $ | $ | $ | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||
Net income (loss) | (39,263) | (51,678) | (27,405) | (949) | (119,295) | |||||||
Adjustments to reconcile net loss to net cash | - | - | - | - | ||||||||
provided by (used in) operating activities: | - | - | - | - | ||||||||
Depreciation | 954 | 1,513 | 45 | - | 2,512 | |||||||
Increase Loss on Disposition of Assets | 4,608 | - | - | - | 4,608 | |||||||
Foreign transaction loss (gain) | - | |||||||||||
Changes in operating assets and liabilities: | - | - | - | - | ||||||||
- | - | - | - | |||||||||
Accounts Receivable (Increase) | - | 2,464 | (2,464) | - | - | |||||||
Increase in prepaid expenses | - | - | - | - | - | |||||||
Accounts payable | 23,584 | 16,647 | 8,509 | 875 | 49,615 | |||||||
Loan payable - (related party) | 8,361 | 538 | - | 100 | 8,999 | |||||||
Net cash provided by (used in) operating activities | (1,756) | (30,517) | (21,315) | 26 | (53,562) | |||||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||||
Increase in security deposit | 1,658 | (1,658) | - | - | ||||||||
Purchase of Fixed Assets | (10,527) | (941) | - | (11,468) | ||||||||
Disposition of Fixed Assets | 2,329 | - | - | - | 2,329 | |||||||
Net cash provided by (used in) investing activities | 3,987 | (12,185) | (941) | - | (9,139) | |||||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||
Bank Overdraw | (27) | 27 | - | - | ||||||||
Issuance of common stock | - | - | 1,200 | 1,000 | 2,200 | |||||||
Additional paid-in capital | - | - | 58,800 | 4,000 | 62,800 | |||||||
Net cash provided by (used in) financing activities | (27) | 27 | 60,000 | 5,000 | 65,000 | |||||||
Net increase (decrease) in cash | 2,204 | (42,675) | 37,744 | 5,026 | 2,299 | |||||||
Foreign Exchange Effect | 769 | 769 | ||||||||||
Cash at beginning of period | 95 | 42,770 | 5,026 | - | ||||||||
Cash at end of period | 3,068 | 95 | 42,770 | 5,026 | 3,068 | |||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||||||||||
Cash paid during year for : | ||||||||||||
Interest | - | - | - | - | - | |||||||
Income Taxes | - | �� - | - | - | - | |||||||
18
See notes to consolidated financial statements
PTM PUBLICATIONS INCORPORATED AND SUBSIDIARY | |||||||||||||
(A Development Stage Company) | |||||||||||||
Consolidated Statement of Changes in Stockholders' Equity (Unaudited) | |||||||||||||
Deficit | Accumulated | ||||||||||||
Common | Common | Additional | Accumulated | Other | |||||||||
Stock | Stock | Paid-in | During | comprehensive | Total | ||||||||
Amount | Capital | Development | Income (loss) | ||||||||||
Stage | |||||||||||||
$ | $ | $ | $ | $ | |||||||||
Balance, December 13, 2005 | - | - | - | - | - | - | |||||||
Stock issued for cash on December 14, 2005 | |||||||||||||
@ $0.005 per share | 1,000,000 | 1,000 | 4,000 | 5,000 | |||||||||
Net loss, February 28, 2006 | (983) | (983) | |||||||||||
Foreign currency translation adjustments | 34 | 34 | |||||||||||
Balance, February 28, 2006 | 1,000,000 | 1,000 | 4,000 | (983) | 34 | 4,051 | |||||||
Stock issued for cash during the Quarter ended | |||||||||||||
August 31, 2006 @ $0.05 per share | 1,200,000 | 1,200 | 58,800 | 60,000 | |||||||||
Net loss, February 28, 2007 | (30,088) | (30,088) | |||||||||||
Foreign currency translation adjustments | 2,683 | 2,683 | |||||||||||
Balance, February 28, 2007 | 2,200,000 | 2,200 | 62,800 | (31,071) | 2,717 | 36,646 | |||||||
Net loss, February 29, 2008 | (52,123) | (52,123) | |||||||||||
Foreign currency translation adjustments | 445 | 445 | |||||||||||
Balance, February 29, 2008 | 2,200,000 | 2,200 | 62,800 | (83,194) | 3,162 | (15,032) | |||||||
Net Loss, February 28, 2009 | (45,156) | (45,156) | |||||||||||
Foreign currency translation adjustments | 5,893 | 5,893 | |||||||||||
Balance, February 28, 2009 | 2,200,000 | 2,200 | 62,800 | (128,350) | 9,055 | (54,295) | |||||||
19
See notes to consolidated financial statements
PTM PUBLICATIONS INCORPORATED AND SUBSIDIARY |
(A Development Stage Company) |
Notes to the Consolidated Financial Statements February 28, 2009 |
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
PTM Publications Incorporated (the Company) was incorporated under the laws of the State of Nevada on December 13, 2005. The Company is in the development stage. Its activities to date have included capital formation, organization and development of its business plan. The Company has commenced operations.
The Company operates through its lone subsidiary:
PTM Publications Sdn Bhd, a Malaysian Corporation.
PTM Publications, Incorporated (the parent company) is now a holding company.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Basis of Accounting
The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a February 28 year-end.
b. Basic Earnings per Share
In February 1997, the FASB issued SFAS No. 128, “Earnings Per Share”, which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. SFAS No. 128 supersedes the provisions of APB No. 15, and requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of SFAS No. 128 effective December 13, 2005 (inception).
Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.
c. Basis of Consolidation
The consolidated financial statements of PTM Publications, Incorporated include those accounts of PTM Publications Sdn Bhd, a Malaysian Corporation. PTM Publications, Incorporated owns title to all of the assets and liabilities of the consolidated financial statement. All significant inter-company transactions have been eliminated.
d. Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
20
PTM PUBLICATIONS INCORPORATED AND SUBSIDIARY |
(A Development Stage Company) |
Notes to the Consolidated Financial Statements February 28, 2009 |
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Depreciation
For financial and reporting purposes, the Company follows the policy of providing depreciation and amortization on the straight-line method over the estimated useful lives of the assets.
f. Use of Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In accordance with FASB 16 all adjustments are normal and recurring.
g. Income Taxes
Income taxes are provided in accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
h. Comprehensive Income
The Company has adopted SFAS No. 130, “Reporting Comprehensive Income”, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Statements of Operations and Comprehensive Loss and Changes in Stockholders’ Equity. Comprehensive income is comprised of net income (loss) and all charges to stockholders’ equity except those resulting from investments by owners and distributions to owners.
i. Foreign Currency Translation and Transactions
The Company conducts business in Malaysia and the United States and uses the U.S. dollar as its reporting currency. The functional currency of the Malaysian subsidiary is the Ringgit Malaysia(RM). The financial statements of the Malaysian subsidiary have been translated under SFAS No. 52. Assets and liabilities are translated at the rate of exchange at the balance sheet date and revenues and expenses are translated at the average exchange rates during the year. The resulting exchange gains and losses are shown as a separated component of stockholders’ equity.
21
PTM PUBLICATIONS INCORPORATED AND SUBSIDIARY |
(A Development Stage Company) |
Notes to the Consolidated Financial Statements (Unaudited) February 28, 2009 |
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
i. Foreign Currency Translation and Transactions
Transactions conducted in foreign currencies are translated as follows:
At the transaction date, each asset, liability, revenue and expense is translated by the use of the exchange rate in effect at that date. At the period end date, monetary assets and liabilities are translated by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in income in the current period.
j. Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, could have a material effect on the accompanying financial statements.
NOTE 3. GOING CONCERN
The accompanying financial statements are presented on a going concern basis. The Company had limited operations during the period from December 13, 2005 (inception) to February 28, 2009 and generated a net loss of $129,260. This condition raises substantial doubt about the Company’s ability to continue as a going concern. Management believes that the company’s current cash of $3,068 is insufficient to cover the expenses they will incur during the next twelve months in a limited operations scenario or until they raise additional funding.
Management may plan to raise additional funds through debt or equity offerings. There is no guarantee that the Company will be able to raise any capital through this or any other offerings.
NOTE 4. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of common.
NOTE 5. PROPERTY AND EQUIPMENT
Fixed Assets at February 28, 2009 consists of the following:
Amount | Estimated Useful Lives | ||
Computers | $ 1,970 | 5 years | |
$ 1,970 | |||
Less: | Accumulated Depreciation | $ (720) | |
Fixed asset, net | $ 1,250 |
Depreciation expense for year ended February 28, 2009 was $954.
22
PTM PUBLICATIONS INCORPORATED AND SUBSIDIARY |
(A Development Stage Company) |
Notes to the Consolidated Financial Statements (Unaudited) February 28, 2009 |
NOTE 6. RELATED PARTY TRANSACTIONS
As of February 28, 2009 there is a total of $8,999 that has been forwarded by an officer of the Company; no specific repayment terms have been established.
NOTE 7. INCOME TAXES
As of February 28, 2009 | |
Deferred tax assets: | |
Net operating loss carryforwards | $ 19,389 |
Other | -0- |
Gross deferred tax assets | 19,389 |
Valuation allowance | 19,389 |
Net deferred tax assets | $ -0- |
Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance.
NOTE 8. NET OPERATING LOSSES
As of February 28, 2009, the Company has a net operating loss carryforwards of approximately $129,260. Net operating loss carryforward expires twenty years from the date the loss was incurred.
NOTE 9. STOCK TRANSACTIONS
Transactions, other than employees’ stock issuance, are in accordance with paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair value of the consideration received. Transactions with employees’ stock issuance are in accordance with paragraphs (16-44) of SFAS 123. These issuances shall be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, or whichever is more readily determinable.
On December 14, 2005, the company issued a total of 1,000,000 shares of $0.001 par value common stock as founder's shares to Jasmin Bin Omar Jayaseelan, Jefferi Bin Omar Jayaseelan and Cheryl Lim Phaik Suan, all of whom are officers and directors of our company. Mr. Jasmin Jayaseelan and Mr. Jefferi Jayaseelan received 400,000 shares each, and Ms. Lim received 200,000 shares. The shares were issued in exchange for cash in the aggregate amount of $5,000.
In August 2006, the company completed an offering of shares of common stock in accordance with an SB-2 registration statement declared effective by the Securities and Exchange Commission on May 4, 2006. The company sold 1,200,000 shares of common stock, par value $0.001, at a price of $0.05 per share to approximately 32 investors. The aggregate offering price for the offering closed in August 2006 was $60,000, all of which was collected from the offering.
As of February 28, 2009 the Company had 2,200,000 shares of common stock issued and outstanding.
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PTM PUBLICATIONS INCORPORATED AND SUBSIDIARY |
(A Development Stage Company) |
Notes to the Consolidated Financial Statements (Unaudited) February 28, 2009 |
NOTE 10. STOCKHOLDERS’ EQUITY
The stockholders’ equity section of the Company contains the following classes of capital stock as of February 28, 2009:
Common stock, $ 0.001 par value: 50,000,000 shares authorized; 2,200,000 shares issued and outstanding.
NOTE 11. LONG TERM LEASE AGREEMENT
The Company signed a lease agreement for its corporate offices in Malaysia commencing June 12, 2007 with the option of renewal for an additional one year.
Due to insufficient revenues from operations, the company cancelled the lease agreement at the end of June 2008. The last rental payment was for the month of June. The administrative offices have been relocated back to E-2-14 Block E, Plaza Damas Jalan Hartamas 1, Sri Hartamas, Kuala Lumpur, N8, 50480, which have been donated at no charge by our President, Jasmin Bin Omar Jayseelan until such time as our cash flows allow us to expand into a larger office space.
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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. | Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
Company management, including our chief executive officer and chief financial officer, have evaluated our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Form 10-K. Based on that evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures are effective to ensure that the information we are required to disclose in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time period specified in Securities and Exchange Commission rules and forms. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including cost limitations, the possibility of human error, judgments and assumptions regarding the likelihood of future events, and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
Changes in Internal Controls over Financial Reporting
There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 promulgated under the Exchange Act that occurred during the last fiscal quarter of the fiscal year ended February 29, 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Management is aware that there is a lack of segregation of duties at our company due to the limited number of employees dealing with general administrative and financial matters. At this time management believes that, given the individuals involved and the control procedures in place, the risks associated with such lack of segregation are insignificant, and that the potential benefits of adding additional employees to segregate duties more clearly do not justify the associated added expense. Management will continue to evaluate this segregation of duties. In addition, management is aware that many of our currently existing internal controls are undocumented. Our management will be working to document such internal controls over the coming year.
Item 9B. | Other Information. |
None.
PART III
Item 10. | Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act |
Directors, Executive Officers and Key Employees
The following table sets forth certain information regarding our directors, executive officers and key employees as of February 29, 2008 and as of the date of the filing of this report:
Name and Address Age Position(s) Held
Jasmin Bin Omar Jayaseelan 35 President, CEO, Principal Executive Officer and Chairman of the Board of Directors
17B Tingkat 2,
Jln Sg Besi Indah 1/19E, Tmn Sg Besi Indah,
43300 Seri Kembangan,
Selangor, Malaysia
Cheryl Lim Phaik Suan 33 Treasurer, CFO, Principal Accounting Officer and Director
No.47 Taman Impian
Jln.Changkat Jong,
36000 Teluk Intan,
Perak, Malaysia
Jefferi Bin Omar Jayaseelan 36 Secretary and Director
No.23, 10 LG-1, Jalan Bayu 2,
Bukit Gita Bayu,
43300 Seri Kembangan,
Selangor, Malaysia
Background of Directors and Executive Officers
Jasmin Bin Omar Jayaseelan has been the President, CEO, and a Director of our company and its wholly-owned Subsidiary since inception. From 2004 to present, Mr. Jayaseelan has been the Founder, Chairman and a Director of Ellipsis Concept (M) Sdn Bhd, an advertising and event management company located in Kuala
Lumpur, Malaysia. From 1997 to 2003, Mr. Jayaseelan was the Founder, Chairman and a Director of Web Ad Design Sdn Bhd, a multimedia and web design company located in Kelana Jaya, Selangor, Malaysia. From 1995 to 1996, Mr. Jayaseelan held the position of Art Director for Silicon Communications Sdn Bhd, a web design company located in Petaling Jaya, Selangor, Malaysia. Mr. Jayaseelan attended the Limkokwing Institute of Creative Technology in Kuala Lumpur, Malaysia and graduated with a Diploma in Graphic Design. Jasmin Bin Omar Jayaseelan is the brother of Jefferi Bin Omar Jayaseelan, a Director of our company. Mr. Jayaseelan devotes approximately 10 hours a week to our business.
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Cheryl Lim Phaik Suan has been the Treasurer, CFO, and a Director of our company since inception. From July 2004 to present, Ms Lim has been the Executive, English Writer with Airtime Management & Programming Sdn Bhd, a radio broadcasting company located in Kuala Lumpur, Malaysia. From January 2004 to June 2004, Ms Lim held the position of Contributing Editor with Vital Culture Sdn Bhd, a magazine publishing company located in Kuala Lumpur, Malaysia. From October 2001 to December 2003, she held the position of Events Editor with Kakiseni Sdn Bhd, an online arts and culture publishing company located in Kuala Lumpur, Malaysia. From March 2000 to June 2004, Ms Lim also held the position of Contributor with various magazine and online publishing companies located in Kuala Lumpur, Malaysia; Singapore; and Cardiff, Wales, United Kingdom. From August 1996 to July 2000, she held the position of Network Scheduler with Measat Broadcast Network Systems Sdn Bhd, a satellite television broadcasting company located in Kuala Lumpur, Malaysia. From August 1995 to July 1996, she held the position of Junior Producer with AddAudio Sdn Bhd, an audio post-production company located in Petaling Jaya, Selangor, Malaysia. From November 1994 to July 1995, she was a Freelance Copywriter with Bozell Worldwide, an international advertising agency. Ms Lim worked from the Petaling Jaya, Selangor, Malaysia office. Ms Lim attended the Institute of Advertising Communications Training, Petaling Jaya, Selangor, Malaysia, where she graduated with a Certificate in Copywriting in December 1994. Ms. Lim is our editor, and currently devotes full time to our business.
Jefferi Bin Omar Jayaseelan has been the Secretary, and a Director of our company and its wholly-owned Subsidiary since inception. From 2002 to present, Mr. Jayaseelan has been the General Manager of Ellipsis Concept (M) Sdn Bhd, an advertising and event management company located in Kuala Lumpur, Malaysia. From 1999 to 2001, he was a Senior Audio Engineer and Team Leader with AddAudio Sdn Bhd, an audio post-production company located in Petaling Jaya, Selangor, Malaysia. From 1993 to 1998, he was an Audio Engineer with AddAudio Sdn Bhd. Mr. Jayaseelan attended the School of Audio Engineering (SAE), Kuala Lumpur, Malaysia and graduated with a Diploma in Audio Engineering in 1993. Mr. Jayaseelan devotes 12 to 15 hours a week to our business.
Term of Office of Directors
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our bylaws. Our officers are appointed by our Board of Directors and hold office until the officer dies or resigns or the Board elects a successor or removes the officer.
Key Employees
None.
Family Relationships
Jasmin Bin Omar Jayaseelan and Jefferi Bin Omar Jayaseelan, officers and directors of our company, are brothers.
Involvement in Certain Legal Proceedings
None.
Audit Committee Financial Expert
No determination has been made as to whether any member of the audit committee qualified as an audit committee financial expert as defined in Item 401 of Regulation S-B.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers, and persons who beneficially own more than 10% of a registered class of our equity securities, to file reports of beneficial ownership and changes in the beneficial ownership of our securities with the SEC of Forms 3 (Initial Statement of Beneficial Ownership), 4 (Statement of Changes of Beneficial Ownership of Securities) and 5 (Annual Statement of Beneficial Ownership of Securities). Directors, executive officers and beneficial owners of more than 10% of our Common Stock are required by SEC regulations to furnish us with copies of all Section 16(a) forms that they file. Based on a review of the SEC’s website, we believe that, with respect to our most recent fiscal year, all directors, executive officers and greater than 10% beneficial owners complied with all Section 16(a) filing requirements applicable to them.
Code of Ethics
We have adopted an informal Code of Ethics that applies to our officers, directors , which we feel is sufficient at this time, given we are still in the start-up, development stage and have no employees, other than our officers and directors.
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Item 11. | Executive Compensation |
We have three executive officers, who are currently our only employees. None of these officers and directors draw a salary and do not intend to draw any salaries until such time as the company is successful in its business plans and generates cash flow. At such time, a special meeting will be held to determine whether salaries will be paid. The following summary compensation table sets forth information concerning compensation for services rendered in all capacities during 2008 and 2007 awarded to, earned by or paid to our executive officers.
SUMMARY COMPENSATION TABLE
Name and Prncipal Position | Year | Salary | Bonus | Stock | Option | Non-Equity | Change in Pension | All Other | Total |
(a) | (b) | ($) | ($) | Awards | Awards | Incentive | Value Nonqualified | Compensation | ($) |
(c) | (d) | ($) | ($) | Plan | Deferred | ($) | (j) | ||
(e) | (f) | Compensation | Compensation | (i) | |||||
($) | Earnings | ||||||||
(g) | ($) | ||||||||
(h) | |||||||||
Jasmin Bin Omar Jayaseelan, President, CEO and Principal Executive Officer | 2009 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
2008 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
Cheryl Lim Phaik Suan. Treasurer, CFO and Principal Accounting Officer | 2009 | 14,178 | 0 | 0 | 0 | 0 | 0 | 0 | 14,178 |
2008 | 18,829 | 0 | 0 | 0 | 0 | 0 | 0 | 18,829 | |
Jefferi Bin Omar Jayaseelan, Secretary | 2009 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
2008 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
OPTION AWARDS | STOCK AWARDS | ||||||||
Name and Principal Position(s) | Number of | Number of | Equity | Option | Option | Number | Market | Equity | Equity |
(a) | Securities | Securities | Incentive | Exercise | Expiration | of Shares | Value of | Incentive | Incentive |
Underlying | Underlying | Plan | Price | Date | or Units | Shares or | Plan | Plan | |
Unexercised | Unexercised | Awards: | ($) | (f) | of Stock | Units | Awards: | Awards: | |
Options | Options | Number of | (e) | That Have | of Stock | Number | Market | ||
(#) | (#) | Securities | Not | That Have | of | or Payout | |||
(Exercisable) | (Unexercisable) | Underlying | Vested | Not | Unearned | Value of | |||
(b) | (c) | Unexercised | (#) | Vested | Shares, | Unearned | |||
Unearned | (g) | ($) | Units or | Shares, | |||||
Options | (h) | Other | Units or | ||||||
(#) | Rights | Other | |||||||
(d) | That | Rights | |||||||
Have Not | That | ||||||||
Vested | Have Not | ||||||||
(#) | Vested | ||||||||
(i) | ($) | ||||||||
(j) | |||||||||
Jasmin Bin Omar Jayaseelan, President, CEO and Principal Executive Officer | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Cheryl Lim Phaik Suan. Treasurer, CFO and Principal Accounting Officer | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Jefferi Bin Omar Jayaseelan, Secretary | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
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Option Grants in 2008
No options were granted during the fiscal year ended February 29, 2008. We have no outstanding warrants or stock options.
Director Compensation
None.
Employment Agreements
None.
Report on Repricing of Options
None.
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
Security Ownership of Certain Beneficial Owners and Management
The following table provides certain information regarding the ownership of our common stock, as of February 28, 2009 and as of the date of the filing of this annual report by:
• | each of our executive officers; |
• | each director; |
• | each person known to us to own more than 5% of our outstanding common stock; and |
• | all of our executive officers and directors and as a group. |
As of February 28, 2009 and the date of the filing of this annual report, we had a total of 2,200,000 shares of common stock issued and outstanding. Our officers and directors, who hold approximately 45% of our shares, may be able to exert control over the Company and its management. Except as indicated in footnotes to this table, the persons named in this table have sole voting and investment power with respect to all shares of common stock indicated below. Except where noted, the address of all listed beneficial owners is in care of our office address.
Name of Beneficial Owner | Number of Shares Beneficially Owned | Percent(%) | ||
Jasmin Bin Omar Jayaseelan | 400,000 | 18% | ||
Jefferi Bin Omar Jayaseelan | 400,000 | 18% | ||
Cheryl Lim Phaik Suan | 200,000 | 9% | ||
All directors and executive officers as a group (6 persons) | 1,000,000 | 45% |
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Changes in Control
None.
Item 13. | Certain Reltionships, Related Transactions and Director Independence |
At February 28, 2009, there is a total of $8,999 advanced by an officer for start-up costs; however, there is no specific repayment term.
We do not currently have any other related party transactions and have not yet formulated a policy for the resolution of any related transaction conflicts, should they arise.
Director Independence
The OTC Bulletin Board does not have a requirement that a majority of our Board of Directors be independent. However, with respect to the definition of independence utilized by NASDAQ, our officers and directors would be deemed to be independent.
Our Audit Committee is comprised of our officers and directors. NASDAQ requires at least three members on the Audit Committee, each of whom must be independent. NASDAQ also requires that, if its Chief Executive Officer’s compensation is determined by its Compensation Committee, the Compensation Committee must be comprised solely of independent directors. The Company currently does not meet either of these requirements.
The NASDAQ rules have both objective tests and a subjective test for determining who is an “independent director.” The objective tests state, for example, that a director is not considered independent if he or she is an employee of the Company or is a partner, executive officer or controlling stockholder of an entity to which the company made, or from which the Company received, payments in the current or any of the past three fiscal years that exceed the greater of $200,000 or 5% of the recipient’s consolidated gross revenue for that year or a family member serves in the current fiscal year or has served at any time during the last three fiscal years as an executive officer of the Company. The subjective test states that an independent director must be a person who lacks a relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
Item 14. | Principal Accountant Fees and Services |
Audit Fees
The audit fees paid to our accounting firm, Chang G. Park, CPA, for the fiscal years ended February 28, 2009 and February 29,2008 were $5,000 and $4,000, respectively.
Audit-Related Fees
The fees of our accounting firm, Chang G. Park, CPA, for providing audit-related services such as reviewing our quarterly reports on Form 10-Q for the fiscal year ended February 28, 2009 was approximately $5,800.
Tax Fees
Chang G. Park, CPA, does not provide us with tax compliance, tax advice or tax planning services.
All Other Fees
None.
Item 15. | Exhibits |
The following exhibits are being filed as part of this Annual Report on Form 10-K; all other exhibits required to be filed herein are incorporated by reference and can be found in their entirety in our original Form SB-2 registration statement filing on the SEC website at www.sec.gov.
Exhibit No. Description
23 Consent of Independent Certified Public Accountants
31.1 Sec. 302 Certification of Principal Executive Officer
31.2 Sec. 302 Certification of Principal Accounting Officer
32.1 Sec. 906 Certification of Principal Executive Officer
32.2 Sec. 906 Certification of Principal Accounting Officer
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on our behalf by the undersigned, thereunto duly authorized.
PTM PUBLICATIONS INCORPORATED, Registrant
June 11, 2009
/s/ Jasmin Bin Omar Jayaseelan
By: Jasmin Bin Omar Jayaseelan, Principal Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Jasmin Bin Omar Jayaseelan By: Jasmin Bin Omar Jayaseelan | President, Chief Executive Officer (Principal Executive Officer) and Director | June 11, 2009 | ||
/s/ Cheryl Lim Phaik Suan By: Cheryl Lim Phaik Suan | Treasurer, Principal Accounting Officer and Director | June 11, 2009 | ||
/s/ Jefferi Bin Omar Jayaseelan By: Jefferi Bin Omar Jayaseelan | Secretary and Director | June 11, 2009 | ||
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