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: ~~November~~February 3028, ~~2016~~2017

☐ 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, 2nd Floor, New York, New York 10018

1001 Avenue of the Americas, 2^nd Floor, New York, NY		10018
(Address of Principal Executive Offices)		(Zip Code)

(~~Address~~646) of289-5358 ~~Principal~~Ext. ~~Executive Offices) (Zip Code)~~700

(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 ~~January~~April 410, 2017, the issuer had 5,430,279 outstanding shares of Common Stock.

Profit Planners Management, Inc.

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Condensed Consolidated Financial Statements ~~(Unaudited)~~	1
	Condensed Consolidated Balance Sheets as of November 30, 2016 (Unaudited) and May 31, 2016 (Audited)	1
	Condensed Consolidated Balance Sheets as of February 28, 2017 (Unaudited) and May 31, 2016 (Audited)	1
	Condensed Consolidated Statements of Income and Comprehensive Income for the three months and six months ended November 30, 2016 and 2015 (Unaudited)	2
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months and nine months ended February 28, 2017 and February 29, 2016 (Unaudited)	2
	Condensed Consolidated Statements of Cash Flows for the six months ended November 30, 2016 and 2015 (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the nine months ended February 28, 2017 and February 29, 2016 (Unaudited)	3
	Notes to the Condensed Consolidated Financials (Unaudited)	4
	Notes to Condensed Consolidated Financials (Unaudited)	4
Item 2.	Management’s Discussion and Analysis or Plan of Operation	6
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1011
Item 4T.	Controls and Procedures	1011
	PART II
Item 1.	Legal Proceedings	1112
Item 1A.	Risk Factors	1112
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1112
Item 3.	Defaults Upon Senior Securities	1112
Item 4.	Submission of Matters to a Vote of Security Holders	1112
Item 5.	Other Information	1112
Item 6.	Exhibits	1112
SIGNATURES		1213

PART I.

ITEM 1.

FINANCIAL INFORMATION

Profit Planners Management, Inc.

Condensed Consolidated Balance Sheets

	(Unaudited)
	November 30, 2016			May 31, 2016
	February 28, 2017			May 31, 2016
Assets
Current assets:
Cash	$	~~276~~386,~~703~~011		$	270,178
Accounts receivable (net of allowance of $61,015 and $60,705, respectively)		~~142~~171,~~902~~868			103,122
Other current assets		98,~~475~~069			6,195
Total current assets		~~429~~565,~~080~~948			379,495
Property and equipment:
Property and equipment		2024,~~916~~297			19,174
Less: accumulated depreciation		(1516,~~385~~229	)		(14,049	)
Net property and equipment		58,~~531~~068			5,125
Total Assets	$	~~434~~574,~~611~~016		$	384,620
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable and accrued expenses	$	~~206~~269,~~247~~898		$	224,391
Accrued expenses - employee compensation		25,000			25,000
Accrued expenses - officer's compensation		~~621~~632,~~347~~516			592,210
Total current liabilities		~~852~~927,~~594~~414			841,601
Long Term - Accrued expenses - employee compensation, less current portion		7572,013			79,513
Total Liabilities		~~927~~999,~~607~~427			921,114
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 issued and outstanding		5,430			5,430
Additional paid-in capital		301,766			301,766
Accumulated deficit		(~~800~~732,~~192~~607	)		(843,690	)
Net Stockholders' Deficit		(~~492~~425,~~996~~411	)		(536,494	)
Total Liabilities And Stockholders' Deficit	$	~~434~~574,~~611~~016		$	384,620

See accompanying notes to the condensed consolidated financial statements

Profit Planners Management, Inc.

Condensed Consolidated Statements of Income and Comprehensive Income

(Unaudited)

Three Months Ended

~~Six~~Nine Months Ended

November 30, 2016

November 30, 2015

November 30, 2016

November 30, 2015

February 28, 2017

February 29, 2016

February 28, 2017

February 29, 2016

Revenues - consulting and management services fees

~~280~~476,~~278~~500

~~346~~393,~~943~~892

~~577~~1,~~777~~054,277

~~611~~1,~~025~~004,917

Cost of revenues - personnel and overhead costs

~~127~~285,~~861~~581

~~154~~262,~~702~~983

~~277~~563,~~432~~013

~~273~~536,~~775~~758

Gross Profit

~~152~~190,~~417~~919

~~192~~130,~~241~~909

~~300~~491,~~345~~264

~~337~~468,~~250~~159

Selling, general and administrative expenses:

Corporate management

60,~~430~~613

5960,~~020~~169

~~119~~180,~~562~~175

~~118~~178,~~015~~184

Consulting and professional expenses

73,~~200~~360

7,~~389~~760

4346,~~380~~740

3543,~~408~~168

Other operating expenses

4559,~~991~~745

5544,~~368~~156

94154,~~810~~555

~~120~~164,~~319~~475

Total selling, general and administrative expenses

~~113~~123,~~621~~718

~~121~~112,~~777~~085

~~257~~381,~~752~~470

~~273~~385,~~742~~827

Operating income

3867,~~796~~201

7018,~~464~~824

42109,~~593~~794

6382,~~508~~332

Interest income

~~452~~384

~~905~~1,289

Net income and Comprehensive income

3967,~~248~~585

7018,~~464~~824

43111,~~498~~083

6382,~~508~~332

Net income per weighted average shares common stock - basic and diluted

0.01

~~0.01~~-

0.0102

Weighted average number of shares of common stock issued and outstanding - basic and diluted

5,430,279

See accompanying notes to the condensed consolidated financial statements

Profit Planners Management, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended
	Nine Months Ended
	November 30, 2016			November 30, 2015
	February 28, 2017			February 29, 2016
Net cash provided by operating activities	$	8120,~~267~~958		$	87212,~~660~~444
Net cash used in investing activities		(15,~~742~~123	)		(24,~~489~~678	)
Net cash provided by financing activities		-			-
Net change in cash		6115,~~525~~835			85207,~~171~~766
Cash, beginning of period		270,178			57,906
Cash, end of period	$	~~276~~386,~~703~~013		$	~~143~~265,~~077~~672

See accompanying notes to the condensed consolidated financial statements

Profit Planners Management, Inc.

Notes to Condensed Consolidated Financial Statements

November 30, 2016

(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 (GAAP) 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~~nine ~~and six~~ months ended ~~November~~February 3028, ~~2016,~~2017 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, 2016, has been derived from the audited consolidated financial statements at that date, but does not ~~include~~ include all of the information and footnotes required by GAAP 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, 2016. The interim results for the ~~six~~nine months ended ~~November~~February 3028, ~~2016,~~2017 are not necessarily indicative of the results for the full fiscal year.

NOTE 2 -– RECENT ISSUED ACCOUNTING PRONOUNCEMENTS

In May 2014, the Financial Accounting Standards Board ~~(FASB)~~ issued Accounting Standards Update (ASU) No. 2014-09: Revenue from Contracts with Customers. The standard, and its subsequent amendment, 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, ~~as amended,~~ 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). The Company has not yet determined the effect this new ~~standards~~standard will have on its current policies for revenue recognition.

In February 2016, the FASB issued ASU 2016-02: Leases (Topic 842). ASU 2016-02 supersedes FASB ASC Topic 840, Leases, and makes confirming amendments to GAAP. ASU 2016-02 requires, among other changes to the lease accounting guidance, lessees to recognize most leases on the balance sheet via a right of use asset and lease liability, and additional qualitative and quantitative disclosures. ASU 2016-02 is effective for public business in fiscal years beginning after December 15, 2018, including interim periods within that reporting period. The Company is currently evaluating the effect this new standard will have on ~~it’s~~tis consolidated financial statements. ~~The Company does not expect the adoption of any other recently issued accounting standards to have a material impact on its consolidated results of operations, financial position or cash flows.~~

The Company does not expect the adoption of any other recently issued accounting standards to have a material impact on its consolidated results of operations, financial position or cash flows.

NOTE 3 -– NET INCOME PER COMMON SHARE

Basic net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share is computed by dividing net income 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 ~~November~~February 3028, ~~2016,~~2017 and ~~November~~February 3029, ~~2015~~2016, respectively.

NOTE 4 - RELATED PARTY TRANSACTIONS

The Company has accrued officer’s compensation expense payable to the CEO, who has a controlling ownership interest in the Company. The compensation obligations owed to the CEO totaled $~~621~~632,~~347~~516 and $592,210 as of ~~November~~February 3028, ~~2016~~2017 and May 31, 2016, respectively.

NOTE 5 - INCOME TAXES

For tax purposes as of ~~November~~February 3028, ~~2016~~2017, the Company has United States federal and state (New York and Florida) net operating loss (NOL) carryovers which are available to offset future taxable income. The Company has not recorded any income tax expense or benefit for the ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017. Any taxable income will be offset by NOL carryovers generated in previous years. At At the present time, management cannot determine if the Company will be able to generate sufficient taxable income to realize ~~the~~ the benefits of the NOL carryovers; accordingly, a valuation allowance has been established to offset the asset.

ITEM 2.

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

Forward-Looking Statements

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

The following discussion and analysis should be read in conjunction with our accompanying 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, 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.

Operations

We are a Nevada Corporation founded in January 2009, with offices in New York and Florida.

Our Business

Our operations are focused on the following major business areas:

	●	CFO, Accounting and Tax Services;

	●	Insurance Services;

	●	Advisory Consulting Services;

	●	Management Services

CFO, Accounting and Tax Services

Our CFO, 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 are billed either on an hourly basis for the accounting and financial services we provide or under a monthly retainer, if the engagement is to be for an extended period of time. The hourly rates that we charge our clients for these services depends on the complexity of the work being done and the experience level of the persons assigned to the work.

Our CFO, Accounting and Tax Services division is currently our main revenue generator with more than 9081% of our revenues coming from these services. In the future, we expect this percentage to go down as our other business divisions gain traction in the market place.

Insurance Services

Our Insurance division, PPMT Group, is a licensed insurance brokerage. We offer a wide array of insurance and insurance related products such as life insurance and annuities. Our 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 receive commission from the insurance carrier based on the premium of the product being purchased.

Advisory Consulting Services

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.

Clients are billed either on an hourly basis for these services we provide or under a monthly retainer, if the engagement is to be for an extended period of time. The hourly rates that we charge our clients for these services depends on the complexity of the work being done and the experience level of the persons assigned to the work.

Management Services

Our Management Services division provides budgeting and asset 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.

The Management Services that we provide are billed either on an hourly basis or under a monthly retainer depending on the length of the engagement. 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.

Growth and Profitability Strategy

Our 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 logistics of our client’s purchases of these essential services, eliminate redundant services and streamline the business operations of our corporate clients.

Marketing

Our marketing 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.

Although our target market has consisted of 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.

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

	●	www.profitplannersmgt.com
	●	www.profitplannersinsurancegroup.com
	●	www.ppmtgroup.com

We use these websites 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 websites, other sites such as LinkedIn, Facebook and Twitter, and through press releases and articles. We will continue to maintain all of our websites.

Our marketing costs for the ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017, related to our continuing business operations were approximately $41,~~509~~200. Ongoing marketing expenses consisted of e-mails, promotions and use of social media to communicate to potential customers.

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

Critical Accounting Policies

Accounts receivable

Accounts receivable represents trade obligations from customers that are subject to normal trade collection terms, without discounts. The Company periodically evaluates the collectability of its accounts receivable and considers the need to record or adjust an allowance for doubtful accounts based upon historical collection experience and specific customer information. Actual amounts could vary from the recorded estimates. The Company has determined that as of ~~November~~February 3028, ~~2016~~2017, an allowance for doubtful accounts of $61,015 was required as a result of the Company believing certain receivables for consulting services will no longer be collected either fully or partially. The Company does not require collateral to support customer receivables.

Revenue recognition

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

Net income per common share

Basic net income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share is computed by dividing net income by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were 5,430,279 shares outstanding as of ~~November~~February 3028, ~~2016,~~2017 and ~~November~~February 3029, ~~2015~~2016.

Results of Operations

Three Months Ended ~~November~~February 3028, ~~2016~~2017 and ~~2015~~February 29, 2016

~~Continuing~~For ~~Operations~~the three months ended February 28, 2017 and February 29, 2016, we had revenue of $476,500 and $393,892, respectively and interest income of $384 for the three months ended February 28, 2017. Cost of revenues for the three months ended February 28, 2017 and February 29, 2016 totaled $285,581 and $262,983, respectively. Selling, general and administrative expenses for the three months ended February 28, 2017 and February 29, 2016 totaled $123,718 and $112,085 respectively, resulting in a net income of $67,585 and $18,824, respectively.

~~For~~Revenue for the three months ended ~~November~~February 3028, ~~2016~~2017 ~~and~~consisted ~~2015~~of CFO, weAccounting ~~had~~and ~~revenue~~Tax Services of $~~280~~476,~~278~~500 and ~~$346,943,~~Consulting ~~respectively, and interest income~~service of $~~452~~200,000. ~~for~~For the comparable three months ended ~~November~~February 3029, 2016., ~~Cost~~consulting ofservice ~~revenues~~income ~~for~~consisted ~~the~~of ~~three months ended November 30~~CFO, ~~2016~~Accounting and ~~2015 totaled~~Tax ~~$127,861~~Services ~~and~~of $~~154~~393,~~702, respectively~~892. ~~Selling,~~The ~~general~~increase ~~and~~in ~~administrative~~service ~~expenses~~income ~~for~~is ~~three~~attributable ~~months~~to ~~ended~~new ~~November~~clients ~~30, 2016~~ and ~~2015~~ ~~totaled~~increased ~~$113,621~~billings ~~and~~to ~~$121,777,~~our ~~respectively, resulting in a net income of $39,248 and $70,464, respectively~~existing clients.

~~Revenue~~Cost of revenues for the three months ended ~~November~~February 3028, ~~2016,~~2017 ~~consisted~~was comprised of ~~CFO,~~personnel ~~Accounting~~ and ~~Tax~~overhead ~~Services~~costs of $~~280~~285,~~278~~581. ~~For~~The ~~the comparable three~~personnel ~~months~~and ~~ended~~overhead ~~November~~costs ~~30,~~were ~~2015,~~comprised ~~consulting~~of ~~service~~salaries ~~income~~and ~~consisted~~compensation expenses of ~~CFO~~$87,237 ~~Accounting~~ and ~~Tax~~other ~~Services~~expenses of $~~346~~198,~~943~~344. ~~The~~Cost ~~decrease~~of revenues infor ~~revenue~~the ~~relates~~three tomonths ~~timing~~ended February 29, 2016 was comprised of ~~projects~~personnel ~~completion~~and inoverhead ~~2016~~costs of $262,983. The personnel and ~~more~~overhead costs ~~projects~~were ~~being~~comprised ~~completed~~of ~~during~~salaries ~~the~~and ~~same~~compensation ~~time~~expenses ~~period~~of in$81,190 ~~2015~~and other expenses of $181,793.

Cost of revenues for the three months ended November 30, 2016 was comprised of personnel and overhead costs of $127,861. The personnel and overhead costs were comprised of salaries and compensation expenses of $88,135 and other overhead expenses of $39,726. Cost of revenues for the three months ended November 30, 2015, comprised of personnel and overhead expenses of $154,702. The personnel and overhead expenses were comprised of salaries and compensation expenses of $76,188 and other overhead expenses of $78,514. The decrease is directly related to the decrease in revenue.

Selling, general and administrative expenses for the three months ended November 30, 2016 was $113,621 comprised of net compensation expense for corporate management of $60,430, consulting and professional expenses of $7,200, rent expense of $21,645, office and IT related expenses of $1,442, travel-related expenses of $9,116, bad debt expenses of $310 and other expenses of $13,478.

Selling, general and 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, office and IT related expenses of $8,861, travel-related expenses of $6,709, bad debt expenses of $6,060 and other expenses of $13,840.

For the three months ended November 30, 2016, as compared to same period ended November 30, 2015, there was a decrease in selling, general and administrative expenses of $8,156. The decreased in selling, general and administrative expenses resulted primarily because of a decrease in bad debts expense.

~~Six~~Selling, ~~Months~~general ~~Ended~~and ~~November~~administrative 30expenses for the three months ended February 28, ~~2016~~2017 was $123,718 comprised of net compensation expense for corporate management of $60,613, consulting and ~~2015~~professional expenses of $3,360, rent expense of $20,795, filing fee of $1,526, office and IT related expenses of $8,170, travel-related expenses of $11,693 and other expenses of $17,561.

~~Continuing~~Selling, ~~Operations~~general and administrative expenses for the three months ended February 29, 2016 was $112,085 comprised of net compensation expense for corporate management of $60,169, consulting and professional expenses of $7,760, rent expense of $19,983, filing fee of $2,865, office and IT related expenses of $4,680, travel-related expenses of $5,038 and other expenses of $11,590.

For the ~~six~~three months ended ~~November~~February 3028, ~~2016~~2017 ~~and~~as ~~2015,~~compared weto ~~had~~same ~~revenue~~period ~~of $577,777 and $611,025, respectively, and interest income of $905 is for six months~~ ended ~~November~~February 3029, 2016~~. Cost of revenues for the six months ended November 30~~, ~~2016~~there ~~and~~was ~~2015~~an ~~totaled~~increase ~~$277,432 and~~in ~~$273~~selling,~~775, respectively. Selling,~~ general and administrative expenses ~~for~~of ~~six months ended November 30, 2016 and 2015 totaled~~ $~~257~~11,~~752~~633. ~~and~~This ~~$273,742,~~was ~~respectively,~~due ~~resulting~~primarily into abad ~~net~~debts ~~income~~expenses of $4314,~~498 and $63,508, respectively~~950.

~~Consulting~~Nine ~~service~~Months ~~income~~Ended ~~for~~February ~~the six months ended November 30~~28, ~~2016~~2017 ~~consisted of CFO, Accounting~~ and ~~Tax~~February ~~Services of $577~~29,~~777.~~ For the comparable six months ended November 30, 2015, consulting service income consisted of CFO, Accounting and Tax Services of $611,025. The decrease in revenue relates to timing of projects completion in 2016.

~~Cost~~For ~~of revenues for~~ the ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017 ~~was~~and ~~comprised~~February of29, ~~personnel~~2016, ~~and~~we ~~overhead~~had ~~costs~~revenue of $~~277~~1,~~432.~~054,277 ~~The personnel~~ and ~~overhead~~$1,004,917, ~~costs~~respectively ~~were comprised of salaries~~ and ~~compensation~~interest income ~~expenses~~ of $~~174~~1,~~829~~289 ~~and~~for ~~other~~the ~~overhead~~nine ~~expenses~~months ofending ~~$102~~February 28,~~603~~ 2017. Cost of revenues for the ~~six~~nine months ended ~~November~~February 3028, ~~2015~~2017 ~~comprised~~and February of29, ~~personnel~~2016 ~~and~~totaled ~~overhead~~$563,013 ~~expenses~~and of $~~273~~536,~~775~~758, respectively. ~~The~~Selling, ~~personnel~~ general and ~~overhead~~administrative expenses ~~were~~for ~~comprised~~nine ofmonths ~~salaries~~ended February 28, 2017 and ~~compensation~~February ~~expenses~~29, of2016 totaled $~~154~~381,~~214~~470 and ~~other~~$385,827, ~~overhead~~respectively, ~~expenses~~resulting in a net income of $~~119~~111,~~561~~083 and $82,332, respectively.

~~Selling,~~Revenue ~~general and administrative expenses~~ for the ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017 ~~was~~consisted ~~$257,752 comprised~~ of ~~net~~CFO, ~~compensation~~Accounting ~~expense for~~and ~~corporate~~Tax ~~management~~Services of $~~119~~854,~~562~~277, ~~consulting~~ and ~~professional~~Consulting ~~expenses~~ service of $43200,~~380,~~000. ~~rent~~For ~~expense~~the ofcomparable ~~$41~~nine months ended February 29,~~535~~ 2016, ~~office~~consulting ~~and~~service ~~IT related~~income ~~expenses~~consisted of $2CFO,~~998,~~ ~~travel-related~~Accounting ~~expenses~~and Tax Services of $191,~~941~~004,917. ~~bad~~The ~~debt~~increase ~~expenses~~in ofservice ~~$310~~income is attributable to new clients and ~~other~~increased ~~expenses~~billings ofto ~~$30,026~~our existing clients.

~~Selling,~~Cost ~~general~~of ~~and~~revenues ~~administrative expenses~~ for the ~~six~~nine months ended ~~November~~February 3028, ~~2015~~2017 was ~~$273,742~~ comprised of ~~net~~personnel ~~compensation~~and ~~expense for~~overhead ~~corporate~~costs ~~management~~ of $~~118~~563,~~015,~~013. ~~consulting~~The personnel and ~~professional~~overhead costs were comprised of salaries and compensation expenses of $35262,~~408,~~066 ~~rent~~and ~~expense~~other overhead expenses of $39300,~~812~~947. Cost of revenues for the nine months ended February 29, ~~office~~2016 was comprised of personnel and ~~IT related~~overhead ~~expenses~~costs of $29536,~~237,~~758. ~~travel-related~~The ~~expenses~~personnel and overhead costs were comprised of ~~$12,360,~~salaries ~~bad~~and ~~debt~~compensation expenses of $24235,~~383~~405 and other overhead expenses of $14301,~~527~~353.

~~For~~Selling, general and administrative expenses for the ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017 aswas ~~compared~~$381,470 tocomprised ~~same~~of ~~period~~net ~~ended~~compensation ~~November~~expense for ~~30,~~corporate ~~2015~~management of $180,175, ~~there~~consulting ~~was~~and aprofessional ~~decrease~~expenses inof ~~selling~~$46,740, ~~general~~ rent expense of $62,030, office and ~~administrative~~IT related expenses of $15,~~990.~~698, ~~The~~travel-related ~~decrease~~expenses inof ~~selling~~$31,034, ~~general~~bad ~~and~~debt ~~administrative~~ expenses ~~resulted primarily because~~ of a$15,260 ~~decrease~~and inother ~~bad~~expenses ~~debts~~of ~~expense~~$30,533.

Selling, general and administrative expenses for the nine months ended February 29, 2016 was $385,827 comprised of net compensation expense for corporate management of $178,184, consulting and professional expenses of $43,168, rent expense of $59,795, office and IT related expenses of $26,120, travel-related expenses of $17,397, bad debt expenses of $24,383 and other expenses of $36,780.

For the nine months ended February 28, 2017 as compared to same period ended February 29, 2016, there was a decrease in selling, general and administrative expenses of $4,357. The decrease in selling, general and administrative expenses resulted primarily from management spending less time on administration through improved efficiencies.

Liquidity and Capital Resources

As of ~~November~~February 3028, ~~2016~~2017, we had cash of $~~276~~386,~~703~~011 as compared to cash of $270,178 as of May 31, 2016. The increase in net cash of $6115,~~525~~833 was the result of net cash generated by our operating activities totaling $8120,~~267~~956, ~~and~~less $15,~~742~~123 used in investing activities ~~totaling~~ for the ~~six~~nine months ended ~~November~~February 3028, ~~2016~~2017.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

N/A

ITEM 4T.

CONTROLS AND PROCEDURES.

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

Changes in Internal Control Over Financial Reporting. During the most recent quarter ended ~~November~~February 3028, ~~2016~~2017, 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.

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PART II

ITEM 1.

LEGAL PROCEEDINGS.

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

ITEM 1A.

RISK FACTORS.

Our Annual Report on Form 10K for the fiscal year ended May 31, 2016 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~~Certifications required by Rule 13a-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer and Principal Accounting Officer pursuant to 18 U.S.C.§ 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: January 4, 2017	Profit Planners Management, Inc.
Date: April 10, 2017	Profit Planners Management, Inc.
	By:	/s/ Wesley Ramjeet
		Wesley Ramjeet Chief Executive Officer, Chief Financial, Chief Accounting Officer, Officer and Director
		Wesley Ramjeet Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and Director

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