Usa Graphite (USGT) 10-Q 2010 Q1 Quarterly report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]   Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended May 31, 2009

[   ]  Transition report under Section 13 or 15(d) of the Exchange Act For the transition period from ---- to -----

Commission File Number  333-133575
PTM PUBLICATIONS INCORPORATED (Exact name of registrant as specified in its charter)
NEVADA	20-3936186
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
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
None Former Name, Address and Fiscal Year, if Changed Since Last Report

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [  ]

Check whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [ X ]

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

At May 31, 2009, there were 2,200,000 shares of our common stock issued and outstanding.

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TABLE OF CONTENTS

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements.......................................………………........….. 3

Item 2. Management's Discussion and Analysis of Financial Condition      

and Results of Operation ................................................................................. 13

Item 3. Quantitative and Qualitative Disclosures of Market Risk..............14

Item 4. Controls and Procedures....................................…………….......….. 14

PART II: OTHER INFORMATION

Item 1. Legal Proceedings.................................................................................14

Item 1A. Risk Factors........................................................................................14

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.........15

Item 6. Exhibits...................................................………………………........... 15

Signatures..........................................................…………………………........ 15

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PART 1. FINANCIAL INFORMATION

Item 1. Financial Statements

The interim consolidated financial statements included herein have been prepared by us, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the period presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These interim consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in our annual report on Form 10-K for the fiscal year ended February 29, 2009, which can be found in its entirety on the SEC website at www.sec.gov under our SEC File Number 333-133575.

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PTM PUBLICATIONS INCORPORATED
(A Development Stage Company)
Consolidated Balance Sheets
ASSETS
		(Unaudited)	(Audited)
		As of	As of
		May 31	February 28
		2009	2009
		$	$
	Current Assets
	Cash	3,263	3,068
	Prepaid Expenses	-	-
	Accounts Receivable	-	-
	Total Current Assets	3,263	3,068
	Fixed Assets	2,094	1,970
	Less:  Accumulated Depreciation	871	720
	Fixed Assets, Net	1,223	1,250
	Other Asset
	Security Deposit	-	-
	Other Asset	-	-
	TOTAL ASSETS	4,486	4,318
LIABILITIES & STOCKHOLDERS' EQUITY
	Current Liabilities
	Bank Overdraft	0	0
	Accounts Payable	59,474	49,615
	Loan Payable - (related party)	9,589	8,999
	Total Current Liabilities	69,062	58,614
	Total Liabilities	69,062	58,614
	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, 2009, and February 29, 2009 respectively)	2,200	2,200
	Additional paid-in capital	62,800	62,800
	Deficit accumulated during development stage	(134,177)	(128,350)
	Accumulated other comprehensive loss
	Foreign currency translation adjustments	4,601	9,055
	Total Stockholders' Equity	(64,577)	(54,295)
	TOTAL LIABILITIES &
	STOCKHOLDERS' EQUITY	4,486	4,318

See Notes to Financial Statements

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PTM PUBLICATIONS INCORPORATED
(A Development Stage Company)
Consolidated Statements of Operations (unaudited)
		Three Months Ended	Three Months Ended	Inception to	Inception to
		May 31	May 31	May 31	February 28
		2009	2008	2009	2009
		$	$	$	$
	Revenues
	Revenues	-	13,276	19,295	19,295
	Total Revenues	-	13,276	19,295	19,295
	Operating Costs
	Auditing Fees	-	3,953	26,104	26,104
	Legal Fees	-	-	3,465	3,465
	Administrative Expenses	-	780	8,553	8,553
	Wages & Salaries	6,079	3,628	56,207	50,128
	Website & Magazine	-	-	16,167	16,167
	Printing Expenses	-	14,299	27,915	27,915
	Rent&Utilities Expense	-	-	7,738	7,738
	Depreciation Expense	102	48	2,614	2,511
	Total Operating Costs	6,181	22,709	148,763	142,582
	Other Income & (Expenses)	-	-	-	-
	Foreign Exchange Gain (Loss)	-	-	(59)	(59)
	Foreign Transaction Gain (Loss)	354		(42)	(396)
	Disposition/Retirement of Assets Gain (Loss)	-	8	(4,608)	(4,608)
	Total Other Income & (Expenses)	354	8	(4,709)	(5,063)
	Net Income (Loss)	(5,827)	(9,425)	(134,177)	(128,350)
	Basic earnings per share	(0.00)	(0.00)	(0.06)
	Weighted average number of
	common shares outstanding	2,200,000	2,200,000	2,200,000

See Notes to Financial Statements

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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)
	Net Loss, May 31, 2009				(5,827)		(5,827)
	Foreign currency translation adjustments					(4,454)	(4,454)
	Balance, May 31, 2009	2,200,000	2,200	62,800	(134,177)	4,601	(64,577)

See Notes to Financial Statement

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PTM PUBLICATIONS INCORPORATED
(A Development Stage Company)
Consolidated Statements of Cash Flows (Unaudited)
		Three Months Ended	Three Months Ended	Inception to
		May 31	May 31	May 31
		2009	2008	2009
		$	$	$
	CASH FLOWS FROM OPERATING ACTIVITIES
	Net income (loss)	(10,281)	(13,987)	(129,576)
	Adjustments to reconcile net loss to net cash		-	-
	provided by (used in) operating activities:		-	-
	Depreciation	102	580	2,614
	Increase Loss on Disposition of Assets	-	-	4,608
	Changes in operating assets and liabilities:		-	-
			-	-
	Accounts Receivable (Increase)	-	-	-
	Increase in prepaid expenses	-	-	-
	Accounts payable	9,859	8,999	59,474
	Loan payable - (related party)	590	4,274	9,589
	Net cash provided by (used in) operating activities	270	(133)	(53,292)
	CASH FLOWS FROM INVESTING ACTIVITIES
	Increase in security deposit	-	19	-
	Purchase of Fixed Assets		135	(11,468)
	Disposition of Fixed Assets	-	-	2,329
	Net cash provided by (used in) investing activities	-	154	(9,139)
	CASH FLOWS FROM FINANCING ACTIVITIES
	Bank Overdraw	-	(27)	-
	Issuance of common stock	-	-	2,200
	Additional paid-in capital	-	-	62,800
	Net cash provided by (used in) financing activities	-	(27)	65,000
	Net increase (decrease) in cash	270	(6)	2,569
	Foreign Exchange Effect	(75)		694
	Cash at beginning of period	3,068	95	-
	Cash at end of period	3,263	89	3,263
	SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
	Cash paid during year for :
	Interest	-	-	-
	Income Taxes	-	-	-

See Notes to Financial Statements

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PTM PUBLICATIONS INCORPORATED

(A Development Stage Company)

Notes to the Consolidated Financial Statements

May 31, 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.

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PTM PUBLICATIONS INCORPORATED

(A Development Stage Company)

Notes to the Consolidated Financial Statements

May 31, 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 of all of the deferred tax assets will be not 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.

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PTM PUBLICATIONS INCORPORATED

(A Development Stage Company)

Notes to the Consolidated Financial Statements

May 31, 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 May 31, 2009 and generated a net loss of $134,177. This condition raises substantial doubt about the Company’s ability to continue as a going concern. Because the Company is currently in the development stage and has minimal expenses, management believes that the company’s current cash of $3,263 will not be sufficient to cover the expenses they will incur during the next twelve months and that they will need  developing operations and may need to raise additional funding to continue operations. 

Management plans 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 May 31, 2009 consists of the following:

		Amount	Estimated Useful Lives
Computers		$2,094	5 years
		$2,094
Less:	Accumulated Depreciation	$ (871)
Fixed asset, net		$1,223

Depreciation expense for 3 months ended May 31, 2009  was $102.

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PTM PUBLICATIONS INCORPORATED

(A Development Stage Company)

Notes to the Consolidated Financial Statements

May 31, 2009

NOTE 6. RELATED PARTY TRANSACTIONS

As of May 31, 2009, there is a total of $9,589 that has been forwarded by an officer of the Company; no specific repayment terms have been established.

NOTE 7. INCOME TAXES

	As of May 31, 2009
Deferred tax assets:
Net operating loss carryforwards	$                          19,436
Other	-0-
Gross deferred tax assets	19,436
Valuation allowance	19,436
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 May 31, 2009, the Company has a net operating loss carryforwards of approximately $134,177 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 May 31, 2009 the Company had 2,200,000 shares of common stock issued and outstanding.

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PTM PUBLICATIONS INCORPORATED

(A Development Stage Company)

Notes to the Consolidated Financial Statements

May 31, 2009

NOTE 10. STOCKHOLDERS’ EQUITY

The stockholders’ equity section of the Company contains the following classes of capital stock as of May 31, 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 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion should be read in conjunction with the information contained in the audited financial statements and notes thereto set forth in our Annual Report on Form 10-K for the year ended February 29, 2009, which can be found in its entirety on the SEC website at www.sec.gov , filed under our SEC File Number 333-133575.

Note Regarding Forward-Looking Statements

The statements contained in this Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These include statements about our expectations, beliefs, intentions or strategies for the future, which are indicated by words or phrases such as anticipate, expect, intend, plan, will, the Company believes, management believes and similar words or phrases. The forward-looking statements are based on our current expectations and are subject to certain risks, uncertainties and assumptions. Our actual results could differ materially from results anticipated in these forward-looking statements. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements.

Results of Operations

We conduct business in Malaysia and the United States and use the U.S. dollar as our 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.

Our financial statements and information for the three months ended May 31, 2009 have been prepared by our Management on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. We generated only no revenues during the three months ended May 31, 2009.

Three Months Ended May 31, 2009 compared to the Three Months Ended May 31, 2008

We incurred net losses of $5,827 for the three-month period ended May 31, 2009, as compared to a net loss of $9,425 for the three-month period ended May 31, 2008. The decrease was attributed to decreases in auditing fees ($0 - 2009 compared to $3,952 - 2008), administrative expense ($0 - 2009 compared to $780 - 2008) and printing expenses ($0 - 2009 compared to $14, 299 - 2008). Our other expenses for the three-month period ended May 31, 2009 consisted of wages and salaries in the amount of $6,079 ($3,628 - 2008) and depreciation expense of $102 ($48 - 2008).  We have incurred total net losses of $148,763, or $.06 per share, since inception.

Liquidity and Capital Resources

At May 31, 2009, we had total assets of $4,486 consisting of cash in the bank in the amount of $3,263 and net fixed assets of $1,223.

Our accounts payable at May 31, 2009 were $59,474. In addition, we have an outstanding loan payment due to an officer, director and shareholder of the Company in the amount of $9,589. This loan balance is non-interest bearing, unsecured and has no fixed terms of repayment.

There are currently no options, warrants, rights or other securities conversion rights issued and/or outstanding at May 31, 2009.

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Off-Balance Sheet Arrangements

We have not entered into any transactions with unconsolidated entities whereby we have financial guarantees or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations that provide financing, liquidity, market risk or credit risk support to us.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK

We are a non-accelerated filer and a smaller reporting company, as defined in Rule 12b-2 of the of the Securities Exchange Act of 1934, and as such, are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Critical Accounting Policies

The financial statements included herein have been prepared by Management pursuant to the rules and regulations of the Securities and Exchange Commission. Management believes the disclosures made are adequate to make the information not misleading. The financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles. Preparing financial statements 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. These estimates and assumptions are affected by Management's application of accounting policies. These important accounting policies include the successful efforts method of accounting for property and equipment, revenue recognition, accounting for income taxes and foreign currency translation.

Management maintains disclosure controls and procedures designed to ensure that we are able to timely collect the information we are required to disclose in our reports filed with the U.S. Securities and Exchange Commission. Within the 90 days prior to the date of this report, we performed an evaluation, under the supervision and with the participation of our Management, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon the evaluation, our Principal Executive Officer and Principal Financial Officer concluded that the current disclosure controls are effective in timely alerting us to any material information required to be included in our periodic SEC filings.

We also maintain a system of internal controls designed to provide reasonable assurance that (i) transactions are executed in accordance with Management's general and specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (ii) access to assets is permitted only in accordance with Management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. We believe that our internal controls are effective to provide reasonable assurance that our financial statements are fairly presented in conformity with generally accepted accounting principals. Since our most recent evaluation, there have been no changes in our internal controls or in other factors that could significantly affect our internal controls, nor were any corrective actions required with regard to significant deficiencies and material weaknesses.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

We are not a party to any current or pending legal proceedings.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the risk factors set forth and discussed in our initial registration statement on Form 10-SB and our annual report on Form 10-K for the year ended February 29, 2009, which have not changed as of the date of the filing of this report and could materially affect our business, financial condition or future results. In addition, the risks described in the registration statement and our annual report are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no sales of unregistered securities during the three months ended May 31, 2009.

ITEM 6. EXHIBITS

The following exhibits are included herein, except for the exhibits marked with an asterisk, which are incorporated herein by reference and can be found in our original Form 10-SB registration statement under our SEC File Number 333-33575 at the U.S. Securities and Exchange Commission's website (www.sec.gov).

Exhibit No. Description                                              

* 3(i)                              Articles of Incorporation

*3(ii)                              Bylaws

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

32.1                                Sec. 906 Certification of Principal Accounting Officer

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.

PTM PUBLICATIONS INCORPORATED, Registrant

July 14, 2009                               /s/ Jasmin Bin Omar Jayaseelan

By: Jasmin Bin Omar Jayaseelan, Principal Executive Officer

July 14, 2009                                         /s/ Cheryl Lim Phaik Suan

Cheryl Lim Phaik Suan, Treasurer, Principal Accounting Officer and Director

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