UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: ~~August~~November 3130, 2015

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: ______ to ______

PROFIT PLANNERS MANAGEMENT, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other Jurisdiction of

Incorporation or Organization)

1001 Avenue of the Americas, 2^nd Floor, New York, New York 10018

(Address of Principal Executive Offices) (Zip Code)

(646) 289-5358

(Registrant’s telephone number, including area code)

(Former name or former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

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

Large Accelerated Filer ☐

Accelerated Filer ☐

Non-Accelerated Filer ☐

Smaller Reporting Company ☒

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

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of the issuer's common stock, as of the latest practical date: As of ~~October~~January 111, ~~2015~~2016 the issuer had 5,430,279 outstanding shares of Common Stock.

Profit Planners Management, Inc.

TABLE OF CONTENTS

	PART I	Page
Item 1.	Condensed Consolidated Financial Statements
	Condensed Consolidated Balance Sheets as of August 31, 2015 (Unaudited) and May 31, 2015 (Audited)	1
	Condensed Consolidated Balance Sheets as of November 30, 2015 (Unaudited) and May 31, 2015 (Audited)	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended August 31, 2015 and 2014 (Unaudited)	2
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months and six months ended November 30, 2015 and 2014 (Unaudited)	2
	Condensed Consolidated Statements of Cash Flows for the three months ended August 31, 2015 and 2014 (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the six months ended November 30, 2015 and 2014 (Unaudited)	3
	Notes to the Condensed Consolidated Financials (Unaudited)	4
Item 2.	Management’s Discussion and Analysis or Plan of Operation	76
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	11
Item 4T	Controls and Procedures	12
Item 4T.	Controls and Procedures	11
	PART II
Item 1.	Legal Proceedings	1312
Item 1A.	Risk Factors	1312
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1312
Item 3.	Defaults Upon Senior Securities	1312
Item 4.	Submission of Matters to a Vote of Security Holders	1312
Item 5.	Other Information	1312
Item 6.	Exhibits	1312
SIGNATURES		1413

PART I.

ITEM 1. FINANCIAL INFORMATION

Profit Planners Management, Inc.

Condensed Consolidated Balance Sheets

	(Unaudited)
	August 31, 2015			May 31, 2015
	November 30, 2015			May 31, 2015
Assets
Current assets:
Cash	$	~~109~~143,~~768~~077		$	57,906
Accounts receivable (net of allowance of $52,401 and $ 34,079, respectively)		83,578			99,497
Accounts receivable (net of allowance of $57,212 and $34,079, respectively)		134,569			99,497
Other current assets		6,~~342~~195			6,991
Total current assets		~~199~~283,~~688~~841			164,394
Property and equipment:
Property and equipment		1315,~~172~~661			13,172
Less: accumulated depreciation		(1112,~~911~~556	)		(10,998	)
Net property and equipment		13,~~261~~105			2,174
Total Assets	$	~~200~~286,~~949~~946		$	166,568
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable and accrued expenses	$	~~173~~170,~~010~~753		$	161,290
Accounts payable and accrued expenses - related parties		6851,~~710~~392			74,712
Accrued expenses - employee compensation		1825,~~463~~000			25,000
Accrued expenses - officer's compensation		~~511~~552,~~913~~971			466,907
Deferred revenue		-			2,850
Total current liabilities		~~772~~800,~~096~~116			730,759
Accrued expenses - employee compensation, less current portion		~~101~~88,~~000~~513			101,000
Total Liabilities		~~873~~888,~~096~~629			831,759
Commitments and contingencies (Note 7)		-			-
Commitments and contingencies
Stockholders' Deficit
Preferred stock - $.001 par value; 50,000,000 shares authorized; none issued and outstanding		-			-
Common stock - $.001 par value; 50,000,000 shares authorized; 5,430,279 shares issued and outstanding		5,430			5,430
Common stock - $.001 par value; 50,000,000 shares authorized; 5,430,279 issued and outstanding		5,430			5,430
Additional paid-in capital		301,766			301,766
Accumulated deficit		(~~979~~908,~~343~~879	)		(972,387	)
Net Stockholders' Deficit		(~~672~~601,~~147~~683	)		(665,191	)
Total Liabilities And Stockholders' Deficit	$	~~200~~286,~~949~~946		$	166,568

See accompanying notes to ~~the~~ condensed consolidated financial statements

Profit Planners Management, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(Unaudited)

	Three Months Ended August 31, 2015			Three Months Ended August 31, 2014
	Three Months Ended						Six Months Ended
Revenues - consulting and management services fees	$	264,082		$	135,968
	November 30, 2015			November 30, 2014			November 30, 2015		November 30, 2014
Cost of revenues - personnel and overhead costs		119,073			106,628
Revenues - consulting and management services fees	$	346,943		$	167,092		$	611,025	$	303,060
Gross Profit		145,009			29,340
Cost of revenues - personnel and overhead costs		154,702			119,078			273,775		225,706
Selling, general and administrative expenses:
Gross Profit		192,241			48,014			337,250		77,354
Corporate management		58,995			69,356
Selling, general and administrative expenses:
Consulting and professional expenses		28,019			15,092
Corporate management		59,020			61,719			118,015		131,074
Other operating expenses		64,951			29,804
Consulting and professional expenses		7,389			36,410			35,408		51,502
Total selling, general and administrative expenses		151,965			114,252
Other operating expenses		55,368			49,465			120,319		79,269
Net loss and comprehensive loss	$	(6,956	)	$	(84,912	)
Total selling, general and administrative expenses		121,777			147,594			273,742		261,845
Net (loss) income per weighted-average shares common stock - basic and diluted:
Net income (loss) and comprehensive income (loss)	$	70,464		$	(99,580	)	$	63,508	$	(184,491	)
Net loss	$	(0.00	)	$	(0.02	)
Net income (loss) per weighted-average shares common stock - basic and diluted:
Weighted-average number of shares of common stock to be issued and outstanding - basic and diluted:		5,430,279			5,405,279
Net loss	$	0.01		$	(0.02	)	$	0.01	$	(0.03	)
Weighted-average number of shares of common stock issued and outstanding - basic and diluted		5,430,279			5,411,390			5,430,279		5,408,284

See accompanying notes to ~~the~~ condensed consolidated financial statements

Profit Planners Management, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended			Three Months Ended
	Six Months Ended			Six Months Ended
	August 31, 2015			August 31, 2014
	November 30, 2015			November 30, 2014
Net cash provided by (used in) operating activities	$	5187,~~862~~660		$	(910,~~771~~076	)
Net cash used in investing activities		-(2,489	)		-
Net cash provided by financing activities		-			-5,000
Net change in cash		5185,~~862~~171			(95,~~771~~076	)
Cash, beginning of period		57,906			39,982
Cash, end of period	$	~~109~~143,~~768~~077		$	3034,~~211~~906

See accompanying notes to ~~the~~ condensed consolidated financial statements

Profit Planners Management, Inc.

Notes to Condensed Consolidated Financial Statements

~~August 31~~November 30, 2015

(Unaudited)

NOTE 1 – - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial information of Profit Planners Management, Inc. (the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation.

The condensed consolidated financial information for the three months and six months ended ~~August~~November 3130, 2015 include the accounts of the Company and its wholly-owned subsidiaries and all intercompany balances and transactions have been eliminated in consolidation.

The balance sheet at May 31, 2015 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.

The unaudited interim financial information should be read in conjunction with the Company’s Form 10-K, which contains the audited consolidated financial statements and notes thereto, together with Management’s Discussion and Analysis, for the year ended May 31, 2015. The interim results for the ~~three~~six months ended ~~August~~November 3130, 2015 are not necessarily indicative of the results for the full fiscal year.

NOTE 2 – RECENT ISSUED ACCOUNTING PRONOUNCEMENTS

In May 2015, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09: Revenue from Contracts with Customers. The standard outlines a five-step model for revenue recognition with the core principle being that a company should ~~recognize~~ recognize revenue when it transfers control of goods or services to customers at an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. Companies can choose to apply the standard using either the full retrospective approach or a modified retrospective approach. Under the modified approach, financial statements will be prepared for the year of adoption using the new standard but prior periods presented will not be adjusted. Instead, companies will recognize a cumulative catch-up adjustment to the opening balance of retained earnings. This new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company has not yet made a determination ~~been made~~ as to the method of application (full retrospective or modified retrospective). It is too early to assess whether the impact of the adoption of this new guidance will have a material impact on the Company's results of operations, financial position or cash flows.

NOTE 3 – ~~NET~~NEW LOSS PER COMMON SHARE

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of ~~August~~November 3130, 2015 and ~~August~~November 3130, 2014, respectively. ~~Due to the loss for the periods presented, the shares are not included in the calculation as they would be anti-dilutive.~~

~~NOTE~~ 4 ~~– GOING CONCERN~~

~~As reflected~~NOTE in4 ~~the~~- ~~accompanying~~GOING audited financial statements, the Company has had a net loss and comprehensive loss from continuing operations of $6,956 for the three months ended August 31, 2015 and the Company has minimal historical evidence of positive earnings as evidenced by the accumulated deficit of $979,343 at August 31, 2015. This historical trend of losses raises substantial doubt about the Company’s ability to continue as a going concern.CONCERN

~~Management~~As ~~believes~~reflected ~~that~~in the ~~actions~~accompanying ~~presently~~financial ~~being~~statements, ~~taken and~~ the ~~success~~Company ofhas ~~future~~a ~~operations~~net ~~will~~income be(loss) ~~sufficient~~and tocomprehensive ~~enable~~income ~~the~~(loss) ~~Company~~of to$63,508 ~~continue~~and as($184,491) afor ~~going~~the ~~concern.~~six ~~These~~months ~~actions~~ended ~~include~~November ~~continuing~~30, to2015 ~~grow~~and ~~the~~November ~~Company’s~~30, ~~revenues~~2014, torespectively; ~~sufficiently support its cost structure through existing~~ and ~~new~~an ~~clients~~accumulated ~~while~~deficit ~~actively~~of ~~seeking~~$908,879 at ~~channels~~November to30, ~~develop business~~2015. These ~~Management~~factors ~~may~~raise ~~seek~~substantial ~~additional financing~~doubt ~~using~~about ~~equity or debt instruments in~~ the ~~future~~Company’s ~~through~~ability ~~additional~~to ~~private~~continue ~~placement~~as ~~offerings~~a going concern.

4Management believes that the actions presently being taken and the success of future operations will be sufficient to enable the Company to continue as a going concern. These actions include continuing to grow the Company’s revenues to sufficiently support its cost structure through existing and new clients while actively seeking channels to develop business. Management may seek additional financing using equity or debt instruments in the future through additional private placement offerings.

~~Notes~~There can be no assurance that the actions taken and raising of equity will be successful or that the Company’s anticipated financing will be available in the future, at terms satisfactory to ~~Condensed~~the ~~Consolidated~~Company. ~~Financial~~Failure to achieve the equity and financing at satisfactory ~~Statements~~terms and amounts could have a material adverse effect on the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~August~~NOTE 5 ~~31,~~– ~~2015~~RELATED PARTY

~~(Unaudited)~~The Company ~~Continued~~had accrued officer’s salary expense payable to the CEO, who has a controlling ownership interest in the Company. The net compensation owed to the CEO totaled $552,971 and $466,907 as of November 30, 2015 and May 31, 2015, respectively.

~~There~~The Company ~~can~~had ~~be no~~accrued ~~assurance~~compensation ~~that~~expense ~~the~~payable ~~actions~~to ~~taken~~a ~~and~~former ~~raising~~Director of ~~equity will be successful or that~~ the Company’s ~~anticipated~~for ~~financing will~~providing belegal ~~available~~counsel inservices ~~the future~~for $1,000 atper ~~terms~~month. ~~satisfactory~~The tocompensation ~~the~~obligations ~~Company.~~owed ~~Failure~~ to ~~achieve~~ the ~~equity~~Director ~~and~~totaled ~~financing~~$28,000 ~~at satisfactory terms~~ and ~~amounts~~$22,000 ~~could have a material adverse effect on the Company’s ability to continue~~ as aof ~~going~~November ~~concern.~~30, ~~The~~2015 ~~financial~~and May ~~statements~~31, do2015, ~~not include any adjustments that might result from the outcome of this uncertainty~~respectively.

NOTE 6 5 – ~~RELATED~~INCOME ~~PARTY~~TAXES

The Company ~~had~~has ~~accrued~~not ~~officer’s salary~~recorded any income tax expense ~~payable~~or tobenefit for the ~~CEO~~three months and six months ended November 30, ~~who~~2015. ~~has~~Any ataxable income ~~controlling~~generated ~~ownership~~will ~~interest~~be offset by net operating losses (“NOL”) generated in previous years. At the present time, management cannot determine if the Company. ~~The~~will ~~net~~be ~~compensation~~able ~~owed~~to generate sufficient taxable income to realize the ~~CEO totaled~~benefit ~~$511,913~~of ~~and~~the NOL carryforwards; ~~$466~~accordingly,~~907~~ asa ofvaluation ~~August~~allowance ~~31,~~has ~~2015~~been ~~and~~established ~~May~~to ~~31,~~offset ~~2015,~~the ~~respectively~~asset.

~~The Company had accrued compensation~~NOTE ~~expense~~7 ~~payable~~– toCONTINGENT aEMPLOYEE former Director of the Company for providing legal counsel services for $1,000 per month. The compensation obligations owed to the Director totaled $26,142 and $22,000 as of August 31, 2015 and May 31, 2015, respectively.BONUS

~~NOTE~~On January 61, –2013, ~~INCOME~~the ~~TAXES~~Company entered into a compensation agreement with an employee that provided for a bonus based upon certain performance requirements. Although since inception of the compensation agreement, management had evaluated the results of the employee’s performance and determined the employee did not meet the minimum performance requirements, as a result of an expected settlement, the Company expensed $130,000 during 2014.

The employee ~~Company~~and ~~has~~management ~~not~~agreed ~~recorded~~to ~~any~~settle ~~income tax expense or benefit~~ for ~~the~~a ~~three months ended August 31~~$130,000 ~~2015.~~bonus ~~Any~~for ~~taxable~~past ~~income generated will be offset by net operating losses (“NOL”) generated in previous years~~services. ~~At the present time~~$16,487 ~~management~~has ~~cannot~~been ~~determine~~paid ifout ~~the~~related ~~Company will be able~~ to ~~generate sufficient taxable income to realize~~ the ~~benefit~~bonus as of ~~the NOL~~November ~~carryforwards; accordingly~~30, a2015. The ~~valuation~~outstanding ~~allowance has~~balance ~~been~~as ~~established~~of toNovember ~~offset~~30, ~~the~~2015 ~~asset~~is $113,513.

NOTE 8 7 – ~~CONTINGENT EMPLOYEE BONUS~~EQUITY

On April ~~January 1~~24, ~~2013~~2015, the Company’s ~~entered into~~Board of Directors approved a ~~compensation~~One ~~agreement~~(1) ~~with~~for anTen ~~employee~~(10) ~~that~~reverse ~~provides~~stock ~~for~~split aof ~~bonus~~the ~~based~~Company’s authorized ~~upon~~and ~~certain~~issued ~~performance~~and ~~requirements~~outstanding par value $.001 ~~Since~~per ~~inception~~share common stock (the “Reverse Stock Split”). Under the terms of the ~~compensation~~Reverse ~~agreement~~Stock Split, ~~management~~(i) ~~has~~each ~~evaluated~~Ten ~~the~~(10) ~~results~~shares of common stock held by the ~~employee~~Company’s ~~performance~~shareholders shall be reclassified and ~~determined~~converted ~~that~~to One (1) common share, (ii) the ~~likelihood~~ number of ~~payment~~shares ~~would~~of common stock authorized by the Company’s Articles of Incorporation shall be ~~remote~~reduced asfrom 500,000,000 shares to 50,000,000 shares. All periods presented in the ~~employee~~accompanying ~~did~~condensed consolidated ~~not~~financial ~~meet~~statements have been retroactively adjusted to reflect the ~~minimum~~Reverse ~~performance~~Stock ~~requirements~~Split.

The employee and management are in negotiations to finalize the previous and future compensation, however, management estimates that it is probable the Company will settle with the employee for a $130,000 bonus for past services.5

~~As a result of the expected settlement,~~ITEM ~~the Company expensed $130,000 during 2014 in conjunction with the bonus~~2. ~~$10,537~~MANAGEMENT’S ~~has~~DISCUSSION ~~been~~AND ~~paid~~ANALYSIS ~~out~~OF ~~related~~FINANCIAL toCONDITION ~~the~~AND ~~bonus~~RESULTS asOF ~~of August 31, 2015~~OPERATIONS.

5Forward-Looking Statements

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

~~August~~The following 31discussion and analysis should be read in conjunction with our accompanying condensed consolidated financial statements and the notes to those financial statements included in this filing. The following discussion includes forward-looking statements that reflect our plans, ~~2015~~estimates and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this filing.

~~(Unaudited) Continued~~Operations

~~NOTE~~We are 8a –Nevada ~~EQUITY~~Corporation founded in January 2009 with offices in New York and Florida.

~~On April 24,~~Our 2015, the Company’s Board of Directors approved a One (1) for Ten (10) reverse stock split of the Registrant’s authorized and issued and outstanding par value $.001 per share common stock (the “Reverse Stock Split”). Under the terms of the Reverse Stock Split, (i) each Ten (10) shares of common stock held by the Registrant’s shareholders shall be reclassified and converted to One (1) common share, (ii) the number of shares of common stock authorized by the Registrant’s Articles of Incorporation shall be reduced from 500,000,000 shares to 50,000,000 shares. All periods presented in the accompanying consolidated financial statements have been retroactively adjusted to reflect the Reverse Stock Split.Business

6Our operations are focused on the following major business areas:

~~ITEM 2.~~● ~~MANAGEMENT’S~~CFO, ~~DISCUSSION~~Accounting ~~AND~~and ~~ANALYSIS~~Tax OFServices; ~~FINANCIAL~~● ~~CONDITION~~Insurance ~~AND~~and ~~RESULTS~~Healthcare OFInsurance ~~OPERATIONS.~~Services; ● Advisory Consulting Services; ● Management Services

~~Forward-Looking~~CFO, ~~Statements~~Accounting and Tax Services

~~The information~~Our inCFO, ~~this~~Accounting ~~report~~and ~~contains~~Financial ~~forward-looking~~Services ~~statements.~~division ~~All~~provides ~~statements~~management, ~~other~~staffing, ~~than~~payroll, ~~statements~~human ~~of historical fact made in this report are forward looking. In particular~~resources, ~~the~~billing ~~statements herein regarding industry prospects~~ and ~~future~~tax ~~results of operations or financial~~services ~~position~~to ~~are~~our ~~forward-looking statements~~clients. ~~These~~We ~~forward~~provide short-~~looking~~term ~~statements~~engagements ~~can~~of beoutside ~~identified~~management byservices ~~the~~to ~~use~~help ofcompanies ~~words~~complete ~~such~~certain ~~as “believes,”~~transactions ~~“estimates,”~~or ~~“could,”~~restructurings. ~~“possibly~~Additionally,” ~~“probably,”~~we ~~“anticipates,”~~provide ~~“projects,” “expects,”~~monthly ~~“may~~accounting,” ~~“will~~payroll,” ortax ~~“should”~~and orbilling ~~other~~services ~~variations~~to orbusinesses ~~similar words. No assurances can be given~~ that ~~the~~do ~~future~~not ~~results anticipated by the forward-looking statements will be achieved. Forward-looking~~have ~~statements~~those ~~reflect management’s current expectations and are inherently uncertain~~departments. ~~Our actual results may differ significantly from management’s expectations.~~

~~The following~~Clients ~~discussion~~are ~~and~~billed ~~analysis~~either ~~should~~on bean ~~read~~hourly inbasis ~~conjunction~~for ~~with~~the ~~our~~accounting ~~accompanying~~and financial ~~statements~~services ~~and~~we ~~the~~provide ~~notes~~or tounder ~~those~~a ~~financial statements~~monthly ~~included~~retainer, inif ~~this~~the engagement ~~filing.~~is ~~The~~to ~~following~~be ~~discussion~~for ~~includes~~an ~~forward-looking~~extended ~~statements~~period ~~that~~of ~~reflect our plans, estimates and beliefs~~time. ~~Our~~The ~~actual~~hourly ~~results~~rates ~~could~~that ~~differ~~we ~~materially~~charge ~~from~~our ~~those~~clients ~~discussed~~for in these ~~forward-looking~~services ~~statements.~~depends ~~Factors that~~on ~~could~~the ~~cause~~complexity orof ~~contribute~~the towork ~~such~~being ~~differences~~done ~~include,~~and ~~but~~the ~~are~~experience ~~not~~level ~~limited~~of ~~to,~~the ~~those~~persons ~~discussed~~assigned ~~below~~to ~~and~~the ~~elsewhere in this filing~~work.

~~Operations~~6

WeOur ~~are~~CFO, aAccounting ~~Nevada~~and ~~Corporation~~Tax ~~founded~~Services indivision ~~January~~is ~~2009~~currently our main revenue generator with ~~offices~~more inthan ~~New~~90% ~~York~~of our revenues coming from these services. In the future, ~~California~~we ~~and~~expect ~~Florida~~this percentage to go down as our other business divisions gain traction in the market place.

~~Our~~Insurance ~~Business~~and Healthcare Insurance Services

Our ~~operations~~Insurance ~~are~~and ~~focused~~Healthcare onInsurance ~~the~~division, ~~following~~Profit ~~major~~Planners ~~business~~Group, ~~areas:~~is a licensed insurance brokerage. We offer a wide array of insurance and insurance related products such as life insurance, annuities, health insurance, healthcare discount benefit cards and programs as well as self-funded health insurance accounts. Our Insurance and Healthcare Insurance division offers insurance services to our corporate clients as part of our consulting services. It also sells insurance products and services directly to individuals and companies that have not engaged us for other consulting services.

●We will ~~CFO,~~receive ~~Accounting~~commission ~~and~~from ~~Tax~~the ~~Services;~~insurance ●carrier ~~Insurance~~based ~~and~~on ~~Healthcare~~the ~~Insurance~~premium ~~Services;~~of ●the ~~Advisory~~product ~~Consulting~~being ~~Services; ● Management Services~~purchased.

~~CFO,~~As ~~Accounting~~the ~~and~~operation ~~Tax~~has ~~Services~~yet to generate any revenues, we are re-evaluating our approach.

~~Our~~Advisory ~~CFO,~~Consulting ~~Accounting and Financial~~ Services division provides management, staffing, payroll, human resources, billing and tax services to our clients. We provide short-term engagements of outside management services to help companies complete certain transactions or restructurings. Additionally, we provide monthly accounting, payroll, tax and billing services to businesses that do not have those departments.

~~Clients~~Our ~~are~~Advisory ~~billed~~Consulting ~~either~~Services onPractice, anPPMT ~~hourly~~Strategic ~~basis~~Group, ~~for~~supplies ~~the~~strategic ~~accounting~~ and financial consulting services weto ~~provide or under a monthly retainer, if the~~companies ~~engagement~~looking is to beraise ~~for~~capital anin ~~extended~~the ~~period~~debt ofand ~~time~~equity markets. ~~The~~Our ~~hourly~~knowledge ~~rates~~and ~~that~~access weto ~~charge~~experienced ~~our~~personnel ~~clients~~can ~~for~~provide ~~these~~the ~~services depends on~~planning, ~~the~~financial ~~complexity~~modeling ~~of the work being done~~ and ~~the~~advice ~~experience level of the persons assigned~~ to ~~the~~middle ~~work~~market companies.

~~Our~~Clients ~~CFO,~~are ~~Accounting~~billed ~~and~~either ~~Tax~~on ~~Services~~an ~~division~~hourly isbasis ~~currently~~for ~~our~~these ~~main~~services ~~revenue~~we ~~generator~~provide ~~with~~or ~~more~~under ~~than~~a ~~90%~~monthly ofretainer, ~~our~~if ~~revenues~~the ~~coming~~engagement ~~from~~is to be for ~~these~~an ~~services~~extended period of time. InThe ~~the~~hourly ~~future,~~rates that we ~~expect~~charge ~~this~~our ~~percentage~~clients tofor gothese ~~down~~services asdepends ~~our~~on ~~other~~the ~~business~~complexity ~~divisions~~of ~~gain~~the ~~traction~~work being indone and the ~~market place~~experience level of the persons assigned to the work.

7Management Services

~~Insurance~~Our Management Services division provides budgeting and ~~Healthcare~~asset ~~Insurance~~allocation and control advice to professional athletes, entertainers and other high earning individuals. The services that our Management Services division provides include reviewing a client’s current earnings and expenses and advising on what changes need to be made to create long-term financial stability. The main goal of our Management Services division is to create a solid long-term financial plan for these high earning individuals and to create the budgeting discipline needed for these clients to retire comfortably.

~~Our~~The ~~Insurance~~Management ~~and~~Services ~~Healthcare~~that ~~Insurance~~we ~~division,~~provide ~~PPMT~~are ~~Group,~~billed iseither aon ~~licensed~~an ~~insurance~~hourly ~~brokerage.~~basis Weor ~~offer~~under a ~~wide~~monthly ~~array~~retainer ofdepending ~~insurance and~~on ~~insurance~~the ~~related~~length ~~products~~of the ~~such~~engagement. asWe ~~life~~may ~~insurance,~~also ~~annuities,~~generate ~~health~~revenue ~~insurance,~~from ~~healthcare~~the ~~discount~~sale ~~benefit~~of ~~cards and programs as well as self-funded health~~ insurance ~~accounts.~~products ~~Our~~to ~~Insurance~~our ~~and~~Management ~~Healthcare~~Services ~~Insurance~~clients ~~division~~if ~~offers~~such ~~insurance services to~~products ~~our~~are ~~corporate~~needed ~~clients~~ as part of ~~our~~the ~~consulting~~long-term ~~services.~~financial Itplan ~~also sells insurance products and services directly to individuals and companies~~ that ~~have~~has ~~not~~been ~~engaged us for other consulting services~~created.

WeGrowth ~~will~~and ~~receive~~Profitability ~~commission from the insurance carrier based on the premium of the product being purchased.~~Strategy

AsOur objective is to increase our revenue, profitability and cash flow by offering our clients a wide array of essential services in a “one-stop-shopping” framework. By doing so we can simplify the ~~operation~~logistics ~~has~~of ~~yet~~our toclient’s ~~generate~~purchases ~~any~~of ~~revenues~~these essential services, weeliminate ~~are~~redundant ~~re-evaluating~~services and streamline the business operations of our ~~approach~~corporate clients.

~~Advisory Consulting Services~~7

Our Advisory Consulting Services Practice, PPMT Strategic Group, supplies strategic and financial consulting services to companies looking to raise capital in the debt and equity markets. Our knowledge and access to experienced personnel can provide the planning, financial modeling and advice to middle market companies.Marketing

~~Clients~~Our ~~are~~marketing ~~billed~~focus ~~either~~depends on anthe ~~hourly~~business ~~basis~~and ~~for~~consumer ~~these~~market. ~~services~~For weour ~~provide~~CFO, orAccounting ~~under~~and aTax ~~monthly~~Services ~~retainer~~business, ifour ~~the~~marketing efforts ~~engagement~~are istargeted at small to bemidsized ~~for an~~companies ~~extended~~that ~~period~~are ofknown ~~time.~~to, ~~The~~located ~~hourly~~or ~~rates~~identified ~~that~~by weour ~~charge~~finders’ network. We also utilize our ~~clients~~contacts ~~for~~with ~~these~~other ~~services~~professional ~~depends~~service onfirms (law firms, investment bankers, venture capital firms and CPA audit firms) that provide services to the ~~complexity~~small and middle market sector for referrals of ~~the~~potential ~~work~~clients. We plan to expand ~~being~~and ~~done~~leverage our current clientele in our CFO, Accounting and ~~the~~Tax ~~experience~~services ~~level~~group for potential leads and referrals. We also intend to explore alliances or potential acquisitions of ~~the~~small ~~persons~~accounting, ~~assigned~~or other consulting firms, to ~~the~~access ~~work~~their customer lists so that we can expand our client base.

~~Management~~Although ~~Services~~our target market has been on companies that have sales of less than $100 million and are based in North America, we plan to expand to larger companies as our consulting staff grows. We also focus our efforts on Private Equity and Investment Banking firms, who generally require the skill base we possess for some of their investments. Our industry focus is professional services and products related to our businesses. Although we focus on these industries we will look at opportunities in other industries if it makes economic sense.

~~Our~~We ~~Management~~currently ~~Services~~own ~~division provides budgeting~~ and ~~asset~~operate ~~allocation~~various ~~and control advice to professional athletes~~web-sites, ~~entertainers and~~with ~~other~~the ~~high~~following ~~earning~~being individuals. The services that our Management Services division provides include reviewing a client’s current earnings and expenses and advising on what changes need to be made to create long-term financial stability. The main goal of our Management Services division is to create a solid long-term financial plan for these high earning individuals and to create the ~~budgeting~~more ~~discipline~~prominent ~~needed for these clients to retire comfortably.~~ones:

~~The Management~~● ~~Services~~www.profitplannersmgt.com ~~that~~● ~~we provide are billed either on an hourly basis or under a monthly retainer depending on the length of the engagement~~www.profitplannersinsurancegroup.com We● ~~may also generate revenue from the sale of insurance products to our Management Services clients if such products are needed as part of the long-term financial plan that has been created~~www.ppmtgroup.com

~~Growth~~We use these web-sites as part of our marketing strategy. In addition, we work to expand our communications through various channels of social and ~~Profitability~~business ~~Strategy~~media that include our web-sites, other sites such as LinkedIn, Facebook and Twitter, and through press releases and articles. We will continue to maintain all of our websites.

Our ~~objective~~marketing iscosts tofor ~~increase~~the ~~our~~six ~~revenue,~~months ~~profitability~~ended ~~and~~November ~~cash~~30, ~~flow~~2015 byrelated ~~offering~~to our ~~clients~~continuing abusiness ~~wide~~operations ~~array~~were of$4,286. ~~essential services in~~Ongoing amarketing ~~“one-stop-shopping”~~expenses ~~framework.~~consisted ~~By doing so we can simplify the logistics~~ of ~~our client’s purchases of these essential services~~e-mails, ~~eliminate~~promotions ~~redundant services~~ and ~~streamline~~use ~~the~~of ~~business~~social ~~operations~~media ofto ~~our~~communicate ~~corporate~~to ~~clients~~potential customers.

8We believe that these strategies will provide the best results given our limited marketing budget.

~~Marketing~~Critical Accounting Policies

~~Our marketing~~Accounts focus depends on the business and consumer market. For our CFO, Accounting and Tax Services business, our marketing efforts are targeted at small to midsized companies that are known to, located or identified by our finders’ network. We also utilize our contacts with other professional service firms (law firms, investment bankers, venture capital firms and CPA audit firms) that provide services to the small and middle market sector for referrals of potential clients. We plan to expand and leverage our current clientele in our CFO, Accounting and Tax services group for potential leads and referrals. We also intend to explore alliances or potential acquisitions of small accounting, or other consulting firms, to access their customer lists so that we can expand our client base. receivable

~~Although~~Accounts ~~our~~receivable ~~target~~represents ~~market~~open ~~has~~invoices ~~been~~from oncustomers. ~~companies~~The ~~that~~Company ~~have~~periodically ~~sales~~evaluates ofthe ~~less~~collectability ~~than~~of ~~$100~~its ~~million~~accounts receivable and ~~are~~considers ~~based~~the inneed ~~North~~to ~~America,~~record weor ~~plan~~adjust toan ~~expand to~~allowance ~~larger~~for ~~companies~~doubtful asaccounts ~~our~~based ~~consulting~~upon ~~staff~~historical ~~grows~~collection experience and specific customer information. WeActual ~~also~~amounts ~~focus~~could ~~our~~vary ~~efforts~~from onthe ~~Private~~recorded ~~Equity~~estimates. ~~and~~The ~~Investment~~Company ~~Banking~~has ~~firms,~~determined ~~who generally~~that ~~require~~as ~~the~~of ~~skill~~November 30, ~~base~~2015, wean ~~possess~~allowance for ~~some~~doubtful accounts of ~~their~~$57,212 ~~investments.~~was ~~Our~~required ~~industry~~as ~~focus~~a isresult ~~professional~~of ~~services~~the ~~and~~Company ~~products related~~believing tocertain ~~our~~receivables for ~~businesses.~~consulting ~~Although~~services wewill ~~focus~~no onlonger ~~these~~be ~~industries~~collected weeither ~~will~~fully ~~look~~or atpartially. ~~opportunities~~The inCompany ~~other~~does ~~industries~~not ifrequire itcollateral ~~makes~~to support ~~economic~~customer ~~sense~~receivables.

~~We currently~~Revenue ~~own and operate various web-sites, with the following being the more prominent ones:~~recognition

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

We use these web-sites as part of our marketing strategy. In addition, we work to expand our communications through various channels of social and business media that include our web-sites, other sites such as LinkedIn, Facebook and Twitter, and through press releases and articles. We will continue to maintain all of our web-sites.8

~~Our marketing~~Net ~~costs~~income ~~for~~(loss) ~~the~~per ~~three~~common months ended August 31, 2015 related to our continuing business operations were approximately $973. Ongoing marketing expenses consisted of e-mails, promotions and use of social media to communicate to potential customers.share

WeBasic net ~~believe~~income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock ~~that~~outstanding ~~these~~during ~~strategies~~the ~~will~~period. ~~provide~~Diluted net income (loss) per share is computed by dividing net income (loss) by the ~~best~~weighted ~~results~~average number ~~given~~of ~~our~~shares ~~limited~~of ~~marketing~~common ~~budget~~stock and potentially outstanding shares of common stock during each period. There were 5,430,279 shares outstanding as of November 30, 2015 and November 30, 2014.

~~Critical~~Going ~~Accounting Policies~~ Concern

~~Accounts~~As ~~receivable~~reflected in the accompanying financial statements, the Company had a net income (loss) and comprehensive income (loss) of $63,508 and ($184,491) for the six months ended November 30, 2015 and November 30, 2014, respectively; and an accumulated deficit of $908,879 at November 30, 2015. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

~~Accounts~~Management ~~receivable~~believes ~~represents~~that ~~open~~the ~~invoices~~actions ~~from~~presently ~~customers.~~being ~~The~~taken ~~Company~~and ~~periodically evaluates~~ the ~~collectability~~success of ~~its~~future ~~accounts~~operations ~~receivable and~~will ~~considers~~be ~~the~~sufficient ~~need~~ to ~~record~~enable orthe ~~adjust~~Company to ancontinue ~~allowance~~as ~~for~~a ~~doubtful~~going ~~accounts based upon historical collection experience and specific customer information~~concern. ~~Actual~~These ~~amounts~~actions ~~could~~include ~~vary~~continuing ~~from~~to grow the ~~recorded estimates. The~~ Company’s ~~has~~revenues ~~determined~~to ~~that~~sufficiently ~~as of August~~support ~~31,~~its ~~2015,~~cost anstructure ~~allowance~~through ~~for~~existing ~~doubtful~~and ~~accounts~~new ofclients ~~$52,401~~while ~~was~~actively ~~required~~seeking aschannels ato ~~result~~develop ofbusiness. ~~the~~Management ~~Company~~may ~~believing~~seek ~~certain receivables~~additional ~~for~~financing ~~consulting~~using ~~services~~equity ~~will no longer be collected either fully~~ or ~~partially.~~debt ~~The~~instruments ~~Company~~in ~~does~~the ~~not~~future ~~require~~through ~~collateral~~additional toprivate ~~support customer~~placement ~~receivables~~offerings.

~~Revenue~~There ~~recognition~~can be no assurance that the actions taken and raising of equity will be successful or that the Company’s anticipated financing will be available in the future, at terms satisfactory to the Company. Failure to achieve the equity and financing at satisfactory terms and amounts could have a material adverse effect on the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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

9In May 2015, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09: Revenue from Contracts with Customers. The standard outlines a five-step model for revenue recognition with the core principle being that a company should recognize revenue when it transfers control of goods or services to customers at an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. Companies can choose to apply the standard using either the full retrospective approach or a modified retrospective approach. Under the modified approach, financial statements will be prepared for the year of adoption using the new standard but prior periods presented will not be adjusted. Instead, companies will recognize a cumulative catch-up adjustment to the opening balance of retained earnings. This new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company has not yet made a determination as to the method of application (full retrospective or modified retrospective). It is too early to assess whether the impact of the adoption of this new guidance will have a material impact on the Company's results of operations, financial position or cash flows.

~~Net income (loss) per common share~~9

~~Basic~~Results ~~net income (loss) per share is computed by dividing net income (loss) by the weighted average number~~ of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of August 31, 2015 and August 31, 2014, respectively.Operations

~~Going~~Three ~~Concern~~Months Ended November 30, 2015 and 2014

~~As reflected~~For in the ~~accompanying~~three ~~financial~~months ~~statements,~~ended ~~the~~November ~~Company~~30, ~~has~~2015 ~~had a net loss~~ and ~~comprehensive~~2014, ~~loss~~we ~~from~~had ~~continuing~~revenue ~~operations~~ of $6346,~~959~~943 and $84167,~~912~~092, ~~for~~respectively. Cost of revenues for the three months ended ~~August~~November 3130, 2015 and ~~August~~2014 31totaled $154,702 ~~2014~~and $119,078, respectively;. Selling, general and anadministrative expenses ~~accumulated~~for ~~deficit~~the ~~of $979,343~~three asmonths ofended ~~August~~November 3130, 2015~~. These~~ ~~factors~~and ~~raise~~2014 ~~substantial~~totaled ~~doubt~~$121,777 ~~about~~and ~~the~~$147,594, ~~Company’s~~respectively, ~~ability~~resulting toin ~~continue~~a net asincome a(loss) ~~going~~of ~~concern~~$70,464 and ($99,580), respectively.

~~Management~~Consulting ~~believes~~service ~~that~~income for the ~~actions~~three ~~presently~~months ~~being~~ended ~~taken~~November ~~and~~30, ~~the~~2015 ~~success~~consisted of ~~future~~Advisory, ~~operations~~Accounting ~~will~~and beTax ~~sufficient~~Services toof ~~enable~~$346,943. For the ~~Company to~~comparable ~~continue~~three asmonths aended ~~going~~November ~~concern.~~30, ~~These~~2014, ~~actions~~consulting ~~include~~service ~~continuing~~income toconsisted ~~grow~~of ~~the~~CFO, ~~Company’s~~Accounting ~~revenues~~and toTax ~~sufficiently~~Services ~~support~~of ~~its~~$167,092. ~~cost~~The ~~structure~~increase ~~through~~in ~~existing~~service ~~and~~income ~~new~~are ~~clients~~attributable ~~while actively seeking channels~~ to ~~develop~~new ~~business.~~clients ~~Management~~and ~~may~~increased ~~seek~~billings ~~additional financing~~to ~~using~~our ~~equity~~existing ~~or debt instruments in the future through additional private placement offerings~~clients.

~~There~~Cost ~~can~~of berevenues nofor ~~assurance~~the ~~that~~three ~~the~~months ~~actions~~ended ~~taken~~November ~~and~~30, ~~raising~~2015 ofwas ~~equity~~comprised ~~will~~of bepersonnel ~~successful~~and oroverhead ~~that~~costs ~~the~~of ~~Company’s~~$154,702. ~~anticipated~~The ~~financing~~personnel ~~will~~and beoverhead ~~available~~costs inwere ~~the~~comprised ~~future,~~of atsalaries ~~terms~~and ~~satisfactory~~compensation toexpenses ~~the~~of ~~Company~~$76,188, and other expenses of $78,514. ~~Failure~~Cost toof ~~achieve~~revenues for the ~~equity~~three ~~and~~months ~~financing~~ended atNovember ~~satisfactory terms~~30, ~~and~~2014 ~~amounts~~comprised ~~could~~of ~~have~~personnel aand ~~material~~overhead ~~adverse~~costs ~~effect~~of on$119,078. ~~the~~The ~~Company’s~~personnel ~~ability~~and tooverhead costs ~~continue~~were ascomprised aof ~~going~~salaries ~~concern.~~and ~~The~~compensation ~~financial statements~~expenses doof ~~not~~$84,383, ~~include~~and ~~any~~other ~~adjustments~~expenses ~~that~~of ~~might~~$34,695. ~~result~~The ~~from~~increase ~~the~~is ~~outcome~~attributable to ofour ~~this~~increase ~~uncertainty~~in revenues.

~~Recently~~Selling, ~~Issued~~general ~~Accounting~~and ~~Pronouncements~~administrative expenses for the three months ended November 30, 2015 was $121,777 comprised of net compensation expense for corporate management of $59,020, consulting and professional expenses of $7,389, rent expense of $19,898, filing fee of $3,485, bad debts of $6,060, office and IT related expenses of $8,861, travel-related expenses of $6,709 and other expenses of $10,355.

~~In May 2015~~Selling, ~~the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09: Revenue from Contracts with~~ ~~Customers.~~general ~~The~~and ~~standard~~administrative ~~outlines~~expenses ~~a five-step model~~ for ~~revenue recognition with~~ the ~~core~~three ~~principle~~months ~~being~~ended ~~that~~November a30, ~~company~~2014 ~~should recognize~~was ~~revenue~~$147,594 ~~when~~comprised ~~it transfers control~~ of ~~goods~~net orcompensation ~~services to customers at an amount that reflects the consideration to~~expense ~~which it expects to be entitled in exchange~~ for ~~those~~corporate ~~goods~~management orof ~~services. Companies can choose to apply the standard using either the full retrospective approach or a modified retrospective approach. Under the modified approach~~$61,719, ~~financial~~consulting ~~statements~~and ~~will~~professional ~~be prepared~~expenses ~~for the year~~ of ~~adoption using the new standard but prior periods presented will not be adjusted. Instead~~$36,410, ~~companies will~~rent ~~recognize~~expense ~~a cumulative catch-up adjustment to the opening balance~~ of ~~retained earnings. This new guidance is effective for annual reporting periods beginning after December 15~~$11, ~~2017~~990, ~~including~~filing ~~interim~~fee ~~periods within that reporting period. Early adoption is permitted only as~~ of ~~annual reporting periods beginning after December 15~~$2, ~~2016~~133, ~~including interim periods within~~ ~~that~~bad ~~reporting~~debts ~~period. The Company has not yet made a determination been made as to the method~~ of ~~application~~$8,448, ~~(full~~office ~~retrospective or~~and ~~modified~~IT ~~retrospective).~~related Itexpenses ~~is too early to assess whether the impact~~ of ~~the~~$3,694, ~~adoption~~travel-related ofexpenses ~~this new guidance will have a material impact on the Company's results~~ of ~~operations~~$8,111 ~~financial~~and ~~position~~other orexpenses ~~cash~~of ~~flows~~$15,089.

~~Results~~For the three months ended November 30, 2015 as compared to same period ended November 30, 2014, there was an increase in selling, general and administrative expenses of ~~Operations~~$19,942. Corporate management, consulting, and professional expenses, as compared to the prior year, increased as management and consultants increased the time spent on business development and administration.

~~Three~~Six Months Ended ~~August~~November 3130, 2015 and 2014

Continuing Operations

For ~~the~~ ~~three~~the six months ended ~~August~~November 3130, 2015 and 2014, we had revenue of $~~264~~611,~~082~~025 and $~~135~~303,~~968~~060, respectively. Cost of revenues for the ~~three~~ six months ended ~~August~~November 3130, 2015 and 2014 totaled $~~119~~273,~~075~~775 and $~~106~~225,~~628~~706, respectively. Selling, general and administrative expenses for ~~the~~six ~~three~~ months ended ~~August~~November 3130, 2015 and 2014 totaled $~~151~~273,~~965~~742 and $~~114~~261,~~252~~845, respectively, resulting in a net ~~loss~~income (loss) of $663,~~959~~ 508 and ($84184,~~912~~491), respectively.

Consulting service income for the ~~three~~six months ended ~~August~~November 3130, 2015 consisted of ~~CFO~~Advisory, Accounting and Tax Services of $~~264~~611,~~082~~025. For the comparable ~~three~~ six months ended ~~August~~November 3130, 2014, consulting service income consisted of CFO, Accounting and Tax Services of $~~135~~303,~~968~~060. The ~~changes~~ increase in service income are attributable to ~~growth~~new inclients ~~our client base~~ and increased ~~billing~~billings onto our ~~current~~existing clients.

Cost of of revenues for the ~~three~~six months ended ~~August~~November 3130, 2015 was comprised of personnel and overhead costs of $~~119~~273,~~075~~775. The personnel and overhead costs were comprised of salaries and compensation expenses of $78154,~~026~~214 and other overhead expenses of $41119,~~049~~561. Cost of revenues for the ~~three~~six months ended ~~August~~November 3130, 2014 comprised of personnel and overhead expenses of $~~106~~225,~~628~~706. The personnel and overhead ~~costs~~ expenses were comprised of salaries and compensation expenses of $~~100~~184,~~307~~690 and other overhead expenses of $641,~~321~~016. The increase in cost of revenues is directly related to our increased revenues.

Selling, general and administrative expenses for the ~~three~~six months ended ~~August~~November 3130, 2015 was $~~151~~273,~~965~~742 comprised of net compensation expense for corporate management of $58118,~~995~~015, consulting and professional expenses of $2835,~~019~~408, rent expense of $1939,~~913~~812, office and IT ~~related~~ related expenses of $329,~~863~~237, travel-related expenses of $512,~~653~~360, bad debt expenses of $24,383 and other expenses of $3514,~~522~~527.

Selling, general and administrative expenses for the ~~three~~six months ended ~~August~~November 3130, 2014 was $~~114~~261,~~252~~845 comprised of net compensation expense for corporate management of $69131,~~356~~074, consulting and professional expenses of $1551,~~092~~502, rent expense of $921,~~584~~573, filing fee of $5,870, bad debts of $8,448, office and IT related expenses of $75,~~587~~366, travel-related expenses of $49,~~759~~495, settlement fee of $18,000 and other expenses of $710,~~874~~517.

For ~~the~~ ~~three~~the six months ended ~~August~~November 3130, 2015 as compared to same period ended ~~August~~November 3130, 2014, there was an increase in selling, general and administrative expenses of $3711,~~713~~897. ~~Corporate~~The ~~management~~increased ~~expenses,~~in ~~as compared to the prior year~~selling, ~~decreased~~general ~~as we reduced our head accountant. Our consulting~~ and ~~professional~~administrative ~~fees~~expenses ~~increased~~resulted primarily because ~~our audit fees increased. Our other operating~~ ~~expenses~~of ~~increased primarily because~~ our ~~rent~~revenue ~~fee and bad debts increased~~growth.

Liquidity and Capital Resources

As of ~~August 31~~November 30, 2015, we had cash of $~~109~~143,~~768~~077 as compared to cash of $57,906 as of May 31, 2015. The increase in net cash of $5185,~~862~~ 171 was the result of net cash ~~provided~~generated by our operating activities ~~for~~totaling ~~the three months ended August 31~~$87,660 ~~2015~~ and ~~was~~used ~~attributable~~in toinvesting aactivities ~~net~~totaling ~~loss of~~ ($62,~~959, non-cash adjustments~~ 489) for ~~depreciation~~the ofsix ~~$913~~months ~~and~~ended aNovember ~~net change in operating assets and liabilities of $57~~30,~~909~~ 2015.

For the ~~three~~six months ended ~~August~~November 3130, ~~2014~~2015, net cash ~~used~~generated inby our operating activities ~~of $9,771~~ was attributable to a net ~~loss~~income of $8463,~~912~~508, non-cash adjustments for depreciation of $1,~~098~~558 and a net change in operating assets and liabilities of $7422,~~043~~594.

~~In order~~For ~~for~~the ussix tomonths ~~execute~~ended ~~our~~November ~~business~~30, ~~plan~~2014, wenet ~~will~~cash ~~need~~used toin ~~raise~~operating atactivities ~~least~~was ~~$500,000~~attributable into ~~debt~~a ornet ~~equity.~~loss ~~The~~of ~~funds~~$184,491, ~~are~~non-cash adjustments ~~needed~~ for ~~building out~~depreciation ~~the~~of ~~management team~~$2,195 ~~sales~~ and ~~marketing~~a ~~and~~net ~~working~~change ~~capital.~~in ~~There~~operating ~~can~~assets beand noliabilities ~~assurance~~of ~~that we will be able to raise the funds needed to execute our business plan~~$172,220.

IfIn order wefor ~~are unable~~us to ~~satisfy~~execute our ~~cash~~business ~~requirements~~plan we ~~may~~will beneed ~~unable~~ to ~~proceed~~raise ~~with~~at ~~our~~least ~~plan~~$500,000 ofin ~~operations. We~~debt ~~do not anticipate the purchase~~ or ~~sale of any significant equipment~~equity. The ~~foregoing~~funds ~~represents~~are ~~our~~needed ~~best~~for building ~~estimate~~out ofthe ~~our~~management ~~cash~~team, ~~needs~~sales ~~based~~and onmarketing ~~current planning~~ and ~~business~~working ~~conditions~~capital. In ~~the~~There ~~event~~can ~~we are not successful in reaching our initial revenue targets, additional funds may~~ be ~~required,~~no ~~and~~assurance that we ~~may~~will ~~not~~ be able to ~~proceed with our business plan for~~ raise the ~~development~~funds ~~and~~needed ~~marketing~~to ofexecute our ~~core~~business ~~services~~plan. ~~Should this occur, we will suspend or cease operations.~~

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

~~ITEM~~We 3.anticipate ~~QUANTITATIVE~~that ~~AND~~depending ~~QUALITATIVE~~on ~~DISCLOSURES~~market ~~ABOUT~~conditions ~~MARKET~~and ~~RISK~~our plan of operations, we may incur operating losses in the foreseeable future.

~~N/A~~ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

11N/A

~~ITEM 4T. CONTROLS AND PROCEDURES.~~11

~~Evaluation~~ITEM ~~of Disclosure Controls and Procedures~~4T. ~~Under~~CONTROLS ~~the~~AND supervision and with the participation of our management, including our President, Chief Financial Officer and Secretary, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this reportPROCEDURES. Based upon that evaluation, our President, Chief Financial Officer and Secretary concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

~~Changes~~Evaluation inof ~~Internal~~Disclosure ~~Control~~Controls ~~Over~~and ~~Financial Reporting~~Procedures. ~~During~~Under the ~~most~~supervision ~~recent~~and ~~quarter~~with ~~ended~~the ~~August~~participation 31of our management, ~~2015~~including our President, Chief ~~there~~Financial ~~has~~Officer ~~been~~and noSecretary, ~~change in~~we ~~our~~evaluated ~~internal~~the ~~control~~effectiveness ~~over~~of ~~financial~~the ~~reporting~~design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(fe) and 15d-15(fe) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this report. Based upon that ~~has~~evaluation, ~~materially~~our ~~affected~~President, orChief isFinancial ~~reasonably~~Officer and ~~likely~~Secretary concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to ~~materially~~be ~~affect~~disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our ~~internal~~management to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control ~~over~~issues ~~financial~~and ~~reporting~~instances of fraud, if any, within a company have been detected.

12Changes in Internal Control Over Financial Reporting. During the most recent quarter ended November 30, 2015, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

ITEM 1. LEGAL PROCEEDINGS.

We ~~were~~ were not a party to any material legal proceedings during the period covered by this Quarterly Report.

ITEM 1A. RISK FACTORS.

Our ~~Annual~~ Annual Report on Form 10K for the fiscal year ended May 31, 2015 contains a description of the risk factors relating to our operations and to an investment in our common stock.

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

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

None

ITEM 5. OTHER INFORMATION.

None

ITEM 6. EXHIBITS

Exhibit Number		Description of Exhibit
31.1		Certification required by Rule 13a-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer and Principal Accounting Officer pursuant to 18 U.S.C.§ 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

1312

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.

Date: October 13, 2015	Profit Planners Management, Inc.
Date: January 11, 2016	Profit Planners Management, Inc.
	By:	/s/ Wesley Ramjeet
		Wesley Ramjeet Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and Director
		Wesley Ramjeet Chief Executive Officer, Chief Financial, Chief Accounting Officer, Officer and Director

14 13

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