-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R3q9Sg8k+ULfhf7rPXGsGeVeCdeWsW3HuNYkDSLj5507ZawwZQ7P0dr7trIpCle0 n/eks3gfVPVHCUyqupPhaw== 0001093287-06-000048.txt : 20060427 0001093287-06-000048.hdr.sgml : 20060427 20060426212910 ACCESSION NUMBER: 0001093287-06-000048 CONFORMED SUBMISSION TYPE: SB-2 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20060427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PTM Publications INC CENTRAL INDEX KEY: 0001355420 IRS NUMBER: 203936186 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SB-2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-133575 FILM NUMBER: 06782865 BUSINESS ADDRESS: STREET 1: E-2-14 BLOCK E, PLAZA DAMAS STREET 2: JALAN HARTAMAS 1, SRI HARTAMAS CITY: KUALA LUMPUR STATE: N8 ZIP: 50480 BUSINESS PHONE: 603 6201 1125 MAIL ADDRESS: STREET 1: E-2-14 BLOCK E, PLAZA DAMAS STREET 2: JALAN HARTAMAS 1, SRI HARTAMAS CITY: KUALA LUMPUR STATE: N8 ZIP: 50480 SB-2 1 ptmsb2final.txt FORM SB-2 REGISTRATION STATEMENT As filed with the Commission on April 25, 2006. Registration No. U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PTM PUBLICATIONS INCORPORATED ----------------------------------------------------------- Exact name of registrant as specified in its charter Nevada 2721 20-3936186 ---------------------------- ---------------- ----------------- (State or other jurisdiction (Primary Standard (IRS Employer of incorporation or Industrial Identification No.) organization) Classification Code Number) E-2-14 Block E, Plaza Damas Jalan Hartamas 1, Sri Hartamas Kuala Lumpur, Malaysia 50480 603-6201-1125 Domestic Fax: (775) 546-6072 ----------------------------------------------------------------------- Address, including zip code, and telephone number, including area code of principal executive offices Michael M. Kessler, Esq. Law Office of Michael M. Kessler 4900 Paloma Avenue Carmichael, California 95608 Telephone: (916) 239-4000 Fax: (916) 239-4008 -------------------------------------------------------------------- Name, address, including zip code, and telephone number, including area code, of agent for service Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering.[ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [ ] The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant will file a further amendment which specifically states that this registration statement will thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement will become effective on such date as the Securities and Exchange Commission, acting pursuant to such section 8(a), may determine. CALCULATION OF REGISTRATION FEE ------------------------------- Title of Number Proposed Proposed each Class of Offering Maximum Amount of of Securities Shares Price Aggregate Registration to be to be per Share Offering Fee (1) Registered Registered (3)(4) Amount(2) - ------------------------------------------------------------------------ Common Stock 1,200,000 $.05 $ 60,000 $ 6.42 - ------------------------------------------------------------------------ (1) Registration fee has been paid via Fedwire in connection with this registration. (2) We intend to offer, on a best efforts basis, 1,200,000 shares of our common stock (the "Shares"). In the event we do not sell all of the Shares before the expiration date of the offering, all funds raised will be returned promptly to the subscribers without deductions or interest. (3) This is an initial offering and no current trading market exists for our common stock. (4) The Shares will be offered at a fixed price of $.05 per Share. The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such section 8(a), may determine. 2 PROSPECTUS PTM PUBLICATIONS INCORPORATED 1,200,000 shares of common stock $.05 Per Share This is the initial offering of common stock of PTM Publications Incorporated and no public market currently exists for our common stock. We are offering for sale a total of 1,200,000 shares of our common stock (the "Shares"), on a "self-underwritten" basis, which means our officers and directors will attempt to sell the shares. The Shares will be offered at a fixed price of $.05 per Share for a period of 180 days from the date of this prospectus. There is no required minimum number of Shares to be purchased by any individual purchaser. This is an "all-or-none" offering, which means that we will have to sell all of the Shares before we can use any of the proceeds. We intend to open a standard, non-interest bearing, bank checking account to be used only for the deposit of funds received from the sale of the shares in this offering. In the event we do not sell all of the Shares and raise all of the proceeds before the expiration date of the offering, all funds raised will be returned promptly to subscribers, without deductions or interest. We are a development stage, start up company and any investment in the Shares offered herein involves a high degree of risk. You should only purchase Shares if you can afford a complete loss of your investment. There is presently no public market for the securities being offered in this prospectus. While we do intend to engage the services of a market maker to apply for quotation on the Over-the-Counter Bulletin Board following completion of this offering, we cannot guarantee that our application will be approved and our securities listed and/or quoted for sale on any public market. BEFORE INVESTING, YOU SHOULD CAREFULLY READ THIS PROSPECTUS AND, PARTICULARLY, THE RISK FACTORS SECTION, BEGINNING ON PAGE 6. Neither the U.S. Securities and Exchange Commission nor any state securities division has approved or disapproved these securities, or determined if this prospectus is current or complete. Any representation to the contrary is a criminal offense. - --------------------------------------------------------------------------- Public Underwriting Proceeds Offering or Sales to Us (1) Price Commissions Per Unit - --------------------------------------------------------------------------- Common Stock $.05 0 $ 60,000 Aggregate Offering $.05 0 $ 60,000 - --------------------------------------------------------------------------- (1) The proceeds to us are shown before deduction for legal, accounting, printing and other expenses, estimated at $5,000. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion, Dated April 17, 2006 3 TABLE OF CONTENTS ----------------- Page No. -------- SUMMARY OF PROSPECTUS. . . . . . . . . . . . . . . . . . . . . . .5 RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . .6 RISKS ASSOCIATED WITH OUR COMPANY. . . . . . . . . . .. . . . . . .6 RISKS ASSOCIATED WITH THIS OFFERING . . . . . . . . . .. . . . . . 9 USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . 10 DETERMINATION OF OFFERING PRICE. . . . . . . . . . . . . . . . . 11 DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES. . . . . . . . . . 11 PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . 12 Terms of the Offering . . . . . . . . . . . . . . . . . . . 13 Procedure for Subscribing . . . . . . . . . . . . . . . . . 13 LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . .. . . . . .13 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS . . .14 EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . 15 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . .16 DESCRIPTION OF SECURITIES. . . . . . . . . . . . . . . . . . .. . 17 INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . .. . 18 DESCRIPTION OF BUSINESS . . . . . . . . . . . . . . . . . . . . . 18 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. . . . . . . . . . . . . . . .26 DESCRIPTION OF PROPERTY. . . . . . . . . . . . . .. . . . . . . . 28 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . . . . . .28 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS . . . . .29 EXPERTS AND LEGAL COUNSEL. . . . . . . . . . . . . . . . . . . . .31 AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . .. . . . .32 FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . .32 4 PTM PUBLICATIONS INCORPORATED SUMMARY OF PROSPECTUS ===================== To obtain full and complete information about our company, it is important to read the following summary, together with the more detailed business information and the financial statements and related notes that appear elsewhere in this prospectus. In this prospectus, unless the context otherwise denotes, references to "we," "us," "our," and "PTM" are to PTM Publications Incorporated. General Information about Our Company - ------------------------------------- PTM Publications Incorporated was incorporated in the State of Nevada on December 13, 2005. We were formed to be the holding company of a Malaysian wholly-owned subsidiary, which was formed to develop and publish a magazine called "The Property Magazine" in Malaysia. The name of the subsidiary corporation is PTM Publications Sdn. Bhd. We have generated only minimal revenues to date; we have been issued a "substantial doubt" going concern opinion from our auditors; and our only asset is our cash in the bank, consisting of $5,026 in cash generated from the issuance of shares to our founders. Our only asset as of the date of the filing of this prospectus is our cash in the bank of $5,026. We have an accumulated deficit of $949 as of the date of the filing of this prospectus. We are dependent on the receipt of the proceeds of the offering in order to continue developing our programs and fully implement our business plans. Our administrative offices are currently being donated at no charge by our President, Jasmin Bin Omar Jayaseelan until such time as our cash flows allow us to expand into a larger office space which we will lease from an unrelated third party. Our registered statutory office is located at 711 S. Carson Street, Suite 4, Carson City, Nevada 89701. Our fiscal year end is February 28. The Offering - ------------ Following is a brief summary of this offering: Securities Being Offered 1,200,000 shares of common stock for $.05 per Share Offering Period The Shares are offered for a period of six months (180 days) Offering Proceeds This is an "all-or-none" offering, which means if we do not sell all of the Shares before the expiration date of the offering, all funds raised will be returned promptly to subscribers without deductions or interest. The proceeds received will not be held in an escrow or trust account; however, we do not intend to use any of the funds unless and until all Shares are sold and all funds are received. 5 Net Proceeds to Us Approximately $55,000 after deduction of the expenses of this offering, estimated to be approximately $5,000 Use of Proceeds We intend to use the proceeds to pay for offering expenses and business operations. Shares of Common Stock Outstanding Before the Offering 1,000,000 Shares of Common Stock Outstanding After the Offering 2,200,000 RISK FACTORS ============ An investment in these securities involves an exceptionally high degree of risk and is extremely speculative in nature. In addition to the other information regarding our company contained in this prospectus, you should consider many important factors in determining whether to purchase the Shares. Following are what we believe are all of the material risks involved if you decide to purchase Shares in this offering. RISKS ASSOCIATED WITH OUR COMPANY: - --------------------------------- 1. Since we are a development stage company, have generated no revenues and lack an operating history, an investment in the Shares offered herein is highly risky and could result in a complete loss of your investment if we are unsuccessful in our business plans. - ------------------------------------------------------------------------- Our company was incorporated in December 2005; we have just recently begun operations; and we have not yet realized any revenues. We have only a limited operating history upon which an evaluation of our future prospects can be made. Such prospects must be considered in light of the substantial risks, expenses and difficulties encountered by new entrants into the highly competitive magazine publishing industry. Our ability to achieve and maintain profitability and positive cash flow is highly dependent upon a number of factors, including our ability to attract and retain advertisers for our magazine, while keeping printing and publishing costs to a minimum. Based upon current plans, we expect to incur operating losses in future periods as we incur significant expenses associated with the initial startup of our magazine. Further, we cannot guarantee that we will be successful in realizing revenues or in achieving or sustaining positive cash flow at any time in the future. Any such failure could result in the possible closure of our magazine or force us to seek additional capital through loans or additional sales of our equity securities to continue business operations, which would dilute the value of any Shares you may purchase in this offering. 6 2. We are totally dependent on the proceeds from this offering to implement our proposed business plans and generate revenues. If we are unsuccessful in generating revenues, you could lose any investment you make in our Shares. - ----------------------------------------------------------------------- We are planning to use the proceeds of this offering to complete the development and marketing of our new magazine. Other than the Shares offered by this prospectus, no other source of capital has been identified or sought. Assuming we will sell all of the Shares and close this offering, we will receive the total proceeds of $60,000, less offering expenses of $5,000, leaving us with a total of approximately $55,000. There can be no assurances that the capital raised in this offering will be sufficient to fund our business plans as we have projected or that we will be profitable. As a result, you could lose all of your investment if you decide to purchase Shares in this offering and we are not successful in our proposed business plans. Our auditors have expressed substantial doubt as to our ability to continue as a going concern. 3. The magazine publishing industry is highly competitive and if our magazine is not well received and/or successful, we may be unable to generate revenues, which could result in a total loss of your investment. - ------------------------------------------------------------------------------ The magazine publishing industry is highly competitive with respect to circulation and, as a result, has a high failure rate. There are numerous well- established competitors, including national, regional and local newspapers and magazines possessing substantially greater financial, marketing, personnel and other resources than our company. The magazine publishing industry is also generally affected by changes in consumer preferences, national, regional and local economic conditions and demographic trends. In addition, factors such as inflation, increased labor and employee benefit costs, as well as a lack of availability of experienced management and hourly employees, may also adversely affect the magazine publishing industry in general, and our magazine in particular. 4. Our business operations could be severely impacted or shut down as a result of political or economic instability and/or terrorist activities, which could result in a total loss of any investment you make in our shares. - ------------------------------------------------------------------------------ The terrorist situation in southern Thailand has worsened, with 112 alleged Islamic militants killed by Thai security forces in late April. The risk of this spilling over into Malaysia's northern states is exacerbated by the very porous border between the two countries. Tight control by the government helps to limit internal interracial tensions, however, any terrorist or threatened terrorist activities in or near our business location could severely restrict our operations and reduce possible revenues. In addition, any adverse changes to the current economy, political climate, currency, environment for foreign businesses or security could result in the closure of our operations and discontinuance of the publication of our magazine, which would result in loss of revenues and a total loss of your investment. 5. We are subject to the many risks of doing business internationally, including but not limited to the difficulty of enforcing liabilities in foreign jurisdictions. - ------------------------------------------------------------------------ We are a Nevada corporation and, as such, are subject to the jurisdiction of the State of Nevada and the United States courts for purposes of any lawsuit, action or proceeding by investors herein. An investor would have the ability to effect service of process in any action on the company within the United 7 f States. In addition, we are registered as a foreign corporation doing business in Malaysia and are subject to the local laws of Malaysia governing investors' ability to bring actions in foreign courts and enforce liabilities against a foreign private issuer, or any person, based on U.S. federal securities laws. Generally, a final and conclusive judgment obtained by investors in U.S. courts would be recognized and enforceable against us in the Malaysian courts having jurisdiction without reexamination of the merits of the case. Since all of our officers and directors, and certain experts named in this prospectus, reside outside the United States, substantially all or a portion of the assets of each are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or to enforce against them judgments obtained in United States courts predicated upon the civil liability provisions of the federal securities laws of the United States. We have been advised that, based on the political climate in Malaysia, there is doubt as to the enforceability of judgments obtained in U.S. Courts. 6. Because we operate in a foreign country, our business is subject to foreign currency fluctuations and risks which could severely impact our revenues and results of operations. - --------------------------------------------------------------------- We conduct business in a currency other than the U.S. Dollar and the Malaysian Ringit has been floated against a basket of currencies, which include the Chinese Renminbi. We will have exposure to exchange rate fluctuations. At some point in the future, the exchange rate could fluctuate substantially more which would cause us exposure to exchange rate risk, as our profits would then be subject to exchange rate fluctuations. Any broad-based regional currency crisis could cause a major shift in the exchange rate, as could a dramatic collapse in the US dollar. If in the future, there are much wider fluctuations in the exchange rate, we would attempt to reduce our transaction and translation gains and losses associated with converting foreign currency into U.S. Dollars by entering into foreign exchange forward contracts to hedge certain transaction and translation exposures. Any such risks could severely impact our revenues and results of operations, which could reduce the value of any investment you make in our Shares. 7. The loss of the services of Jasmin Bin Omar Jayaseelan, Jefferi Bin Omar Jayaseelan and Cheryl Lim Phaik Suan could severely impact our business operations and future development. - --------------------------------------------------------------------------- Our performance is substantially dependent upon the professional expertise of our officers Jasmin Bin Omar Jayaseelan, Jefferi Bin Omar Jayaseelan and Cheryl Lim Phaik Suan. The loss of their services could have an adverse effect on our business operations, financial condition and operating results if we are unable to replace them with other individuals qualified to develop our magazine publishing business. This could result in a loss of revenues, resulting in a reduction of the value of any shares you purchase in this offering. 8. Because our current officers have other business interests, they may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail. - ------------------------------------------------------------------------------ Jasmin Bin Omar Jayaseelan, the president and a director of the company, currently devotes approximately 7 to 10 hours per week providing management services to us. Jefferi Bin Omar Jayaseelan, the secretary and a director of the company, currently devotes approximately 12 to 15 hours per week to the company, but will be available to assist Mr. Jasmin Bin Omar Jayaseelan with 8 some of his duties, as and when needed. Cheryl Lim Phaik Suan devotes full-time to the company and is our editor. While our executive officers presently possess adequate time to attend to our interests, it is possible that the demands on them from their other obligations could increase, with the result that they would no longer be able to devote sufficient time to the management of our business. This could negatively impact our business development. RISKS ASSOCIATED WITH THIS OFFERING: - ------------------------------------ 9. Buying low-priced penny stocks is very risky and speculative. - --------------------------------------------------------------- The Shares being offering herein are defined as "penny stocks" under the Securities and Exchange Act of 1934. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse, or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or trade our common stock and may also affect your ability to resell any Shares you may purchase in this offering in the public markets. 10. We are selling this offering without the services of an underwriter and may be unable to sell any of the Shares. - ---------------------------------------------------------------------------- This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell any Shares; we intend to sell them through our officers and directors, who will receive no commissions. We intend to hold investment meetings and invite our friends, acquaintances and relatives in an effort to sell the Shares; however, there is no guarantee that we will be able to sell any of the Shares. In the event we are unable to sell all of the Shares in this offering, we will be forced to abandon our proposed business operations until such time as additional monies can be obtained, either through loans or financings. 11. Our common stock currently has no trading market and there is no guarantee a trading market will ever develop for our securities. Therefore, you may have difficulty selling any shares you purchase in this offering. - --------------------------------------------------------------------------- There is presently no public market for the securities being offered in this prospectus. While we do intend to engage the services of a market maker to file an application for quotation on our behalf on the Over-the-Counter Bulletin Board following completion of this offering and implementation of our business plans, we cannot guarantee that our application will be approved and our stock listed and quoted for sale on any public market. If no market is ever developed for our common stock, it will be difficult for you to sell any Shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your Shares without considerable delay, if at all. In addition, if we fail to have 9 our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your Shares in our company, resulting in an inability to realize any value from your investment. 12. You will incur immediate and substantial dilution of the price you pay for your Shares. - -------------------------------------------------------------------------- Our existing stockholders acquired their shares at a cost substantially less than that which you will pay for the Shares you purchase in this offering. Accordingly, any investment you make in our Shares will result in the immediate and substantial dilution of the net tangible book value of your Shares of common stock from the $.05 you pay for them. Assuming we complete this offering, the net tangible book value of your Shares will be $.021 per share immediately after the offering, which is less than one-half of the price you will pay for them in this offering. 13. There is no guarantee or assurance that the offering proceeds will not be prematurely used before satisfaction of the "all-or-none" condition of our offering. - ---------------------------------------------------------------------------- Because the proceeds received from investors in this offering will not be held in an escrow or trust account, there can be no assurance that we will be in a position to return funds to investors in this offering in the event we are unable to sell all of the Shares, as required by the "all-or-none" provisions. In the event we prematurely use any of the offering proceeds, we may be unable to return all of the offering proceeds to investors. There can be no guarantee without the use of an escrow agent or trust account that the funds will be available for refund if and when needed. In any such event, you could risk a total loss of any investment you make in our Shares. 14. We will incur ongoing costs and expenses for SEC reporting and compliance. If we are unable to generate revenues from business operations, we may not be able to afford to remain in compliance, making it difficult for investors to sell their Shares, if at all. - ----------------------------------------------------------------------------- Our business plan allows for the payment of the estimated $5,000 cost of this registration statement to be paid from the proceeds of this offering. We plan to contact a market maker immediately following the completion of this offering to file an application on our behalf to have the Shares quoted on the OTC Bulletin Board. To be eligible for quotation, issuers must remain current in their filings with the SEC. In order for us to remain in compliance, we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any Shares you may purchase, if at all. USE OF PROCEEDS =============== We have estimated the net proceeds from this offering to be $55,000, assuming all Shares are sold, which we can't guarantee. During the offering period, we will be placing all monies received from the sale of Shares into a separate bank account, where the funds will remain until the offering is completed. Since this is an "all-or-none" offering, if we are not successful in completing the offering, we will immediately return all monies collected to the subscribers without interest or deduction. If we are successful in completing this offering, we expect to disburse the proceeds in the priority set forth below, during the first 12 months of operation: 10 Proceeds of the Offering $ 60,000 Less: Offering Expenses $ 5,000 -------- Total Proceeds to Us $ 55,000 Rent and Utilities $ 3,500 Printing Expenses $ 15,000 Website Database Development $ 7,500 Office Equipment $ 2,500 Advertising and Marketing $ 8,000 Wages and Salaries $ 10,000 Legal and Accounting $ 3,500 Working capital $ 5,000 -------- Total Estimated Use of Net Proceeds $ 55,000 ======== DETERMINATION OF OFFERING PRICE =============================== The offering price of the Shares has been determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of Shares to be offered and the offering prices, we took into consideration our costs and the amount of money we would need to implement our business plans. Accordingly, the offering price should not be considered an indication of the actual value of our securities. DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES ============================================= Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the Shares being offered. Dilution of the value of the shares within the Shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. As of February 28, 2006, the net tangible book value of the shares of common stock issued and outstanding was $4,051, or approximately $.004 per share, based upon 1,000,000 shares outstanding. Upon completion of this Offering, but without taking into account any change in the net tangible book value after completion of this Offering, other than that resulting from the sale of all Shares and receipt of the net proceeds of $55,000, the net tangible book value of the 2,200,000 shares to be outstanding will be $59,051, or approximately $.027 per share. Accordingly, the net tangible book value of the shares held by our existing stockholders (1,000,000 shares) will be increased by $.022 per share without any additional investment on their part. The purchasers of Shares in this Offering will incur immediate dilution (a reduction in net tangible book value per share from the offering price of $.05 per Share) of $.023 per share. As a result, after completion of the offering, the net tangible book value of the shares held by purchasers in this offering would be $.027 per share reflecting an immediate reduction in the $.05 price per share they paid for their Shares. 11 After completion of the sale of the shares in this offering, the new shareholders will own approximately 55% of the total number of shares then outstanding, for which they will have made a cash investment of $60,000, or $.05 per Share. The following table illustrates the per share dilution to new investors and increase in net tangible book value to current stockholders, assuming sale of all Shares being offered: Public Offering Price per Unit $ .05 Net Tangible Book Value prior to this Offering $ .004 Net Tangible Book Value After Offering $ .027 Immediate Dilution per Share to New Investors $ .023 Immediate Increase per Share to Current Stockholders $ .022 The following table summarizes the number and percentage of shares purchased, the amount and percentage of consideration paid and the average price per share of common stock paid by our existing stockholders and by new investors in this offering, following completion of the offering: Price Per Number of Percent of Consideration Share Shares Ownership Paid -------------------------------------------------- Existing $.005 1,000,000 45% $ 5,000 Stockholders Investors in $.05 1,200,000 55% $ 60,000 This Offering PLAN OF DISTRIBUTION ==================== Offering Will be Sold by Our Officers and Directors - --------------------------------------------------- This is a self-underwritten offering, which means the Shares will be sold by our officers and directors; no underwriters will be engaged to sell the Shares. This prospectus is part of a registration statement filed with the U.S. Securities and Exchange Commission that permits our officers and directors to sell the Shares directly to the public, with no commission or other remuneration payable to them for any Shares they sell. There are no plans or arrangements to enter into any contracts or agreements to sell the Shares with a broker or dealer. Jasmin Bin Omar Jayaseelan, Jefferi Bin Omar Jayaseelan, and Cheryl Lim Phaik Suan, our officers and directors, will sell the Shares and intend to offer them to friends, family members and business acquaintances. As the officers and directors, they will not purchase any Shares in this offering, nor will they register as broker-dealers pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth those conditions under which a person associated with an Issuer may participate in the offering of the Issuer's securities and not be deemed to be a broker-dealer. a. Our officers and directors are not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of their participation; and, b. Our officers and directors will not be compensated in connection with their participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and 12 c. Our officers and directors are not now, nor will be at the time of their participation in the offering, an associated person of a broker- dealer; and d. Our officers and directors meet the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that they (A) primarily perform, or are intended primarily to perform at the end of the offering, substantial duties for or on behalf of our company, other than in connection with transactions in securities; and (B) are not brokers or dealers, nor have they been associated persons of a broker or dealer, within the preceding twelve months; and (C) have not participated in selling and offering securities for any Issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii). In offering the securities on our behalf, our officers and directors will rely on the safe harbor from broker dealer registration provisions, as set forth in Rule 3a4-1 under the Securities Exchange Act of 1934. Terms of the Offering - --------------------- The Shares will be sold at the fixed price of $.05 per Share until the completion of this offering. There is no minimum amount of subscription required per investor. This offering will commence on the date of this prospectus and continue for a period of 180 days, unless the offering is completed or otherwise terminated by us (the "Expiration Date"). Deposit of the Offering Proceeds - -------------------------------- Because this is a "best efforts", "all-or-none" offering, all monies collected for subscriptions will be held in a separate bank account until the total number of Shares are sold and $60,000 has been received. At that time, the funds will be transferred to our general business account for use in our day- to-day business operations for the advancement of our business plans. In the event the total offering amount is not sold prior to the expiration date of the offering, all monies will be returned to investors, without interest or deduction. All investments will be final and investors may not rescind their investment once they have signed a subscription agreement and remitted their funds to purchase Shares. We feel the use of an escrow agent is an expense the company cannot bear at this time. We determined the use of the standard bank account was the most efficient use of our current limited funds. Please see the risk factor section to read the related risk to you as a purchaser of shares. Procedures for Subscribing - -------------------------- If you decide to subscribe for Shares in this offering, you will be required to execute a Subscription Agreement and tender it, together with a check or certified funds to us. All checks for subscriptions should be made payable to PTM Publications Incorporated. LEGAL PROCEEDINGS ----------------- We are not involved in any legal proceeding nor are we aware of any pending or threatened litigation against us, nor are we party to any bankruptcy, receivership or other similar proceeding. 13 We are not involved in any actions by governmental authorities, nor are we aware of any action that a governmental authority is contemplating. To the best of our knowledge, there are no current or pending legal proceedings or threatened litigation against our founders or existing stockholders. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS ------------------------------------------------------------ Our directors are elected by the stockholders to a term of one year and serve until a successor is elected and qualified. Our officers are elected by the Board of Directors to a term of one year and serve until a successor is duly elected and qualified, or until removed from office. The Board of Directors has no nominating, auditing or compensation committees. The names, addresses, ages and positions of our officers and directors are set forth below: Name and Address Age Positions - ------------------------- --- --------- Jasmin Bin Omar Jayaseelan (1)(2) 33 President, CEO and 17B Tingkat 2, Chairman of the Board Jln Sg Besi Indah 1/19E, of Directors Tmn Sg Besi Indah, 43300 Seri Kembangan, Selangor, Malaysia Cheryl Lim Phaik Suan (2) 34 Treasurer, CFO and No.47 Taman Impian Director Jln.Changkat Jong, 36000 Teluk Intan, Perak, Malaysia Jefferi Bin Omar Jayaseelan (1)(2) 33 Secretary and Director No.23, 10 LG-1, Jalan Bayu 2, Bukit Gita Bayu, 43300 Seri Kembangan, Selangor, Malaysia The persons named above have held their offices/positions since inception of our Company and are expected to hold said offices/positions until the next annual meeting of our stockholders. The officers and directors are our only officers, directors, promoters and control persons. (1) Jasmin Bin Omar Jayaseelan and Jefferi Bin Omar Jayaseelan are brothers. (2) Jasmin Bin Omar Jayaseelan, Jefferi Bin Omar Jayaseelan, and Cheryl Lim Phaik Suan are all residents of Malaysia and are operating and managing the magazine. Background of Directors and Executive Officers - ---------------------------------------------- Jasmin Bin Omar Jayaseelan has been the President, CEO, and a Director of our company and its wholly-owned Subsidiary since inception. From 2004 to present, Mr. Jayaseelan has been the Founder, Chairman and a Director of Ellipsis Concept (M) Sdn Bhd, an advertising and event management company located in Kuala Lumpur, Malaysia. From 1997 to 2003, Mr. Jayaseelan was the Founder, Chairman and a Director of Web Ad Design Sdn Bhd, a multimedia and web design company located in Kelana Jaya, Selangor, Malaysia. From 1995 to 1996, Mr. Jayaseelan held the position of Art Director for Silicon Communications Sdn Bhd, a web design company located in Petaling Jaya, Selangor, Malaysia. Mr. Jayaseelan attended 14 the Limkokwing Institute of Creative Technology in Kuala Lumpur, Malaysia and graduated with a Diploma in Graphic Design. Jasmin Bin Omar Jayaseelan is the brother of Jefferi Bin Omar Jayaseelan, a Director of our company. Mr. Jayaseelan devotes 7 to 10 hours a week to our business. Cheryl Lim Phaik Suan has been the Treasurer, CFO, and a Director of our company since inception. From July 2004 to present, Ms Lim has been the Executive, English Writer with Airtime Management & Programming Sdn Bhd, a radio broadcasting company located in Kuala Lumpur, Malaysia. From January 2004 to June 2004, Ms Lim held the position of Contributing Editor with Vital Culture Sdn Bhd, a magazine publishing company located in Kuala Lumpur, Malaysia. From October 2001 to December 2003, she held the position of Events Editor with Kakiseni Sdn Bhd, an online arts and culture publishing company located in Kuala Lumpur, Malaysia. From March 2000 to June 2004, Ms Lim also held the position of Contributor with various magazine and online publishing companies located in Kuala Lumpur, Malaysia; Singapore; and Cardiff, Wales, United Kingdom. From August 1996 to July 2000, she held the position of Network Scheduler with Measat Broadcast Network Systems Sdn Bhd, a satellite television broadcasting company located in Kuala Lumpur, Malaysia. From August 1995 to July 1996, she held the position of Junior Producer with AddAudio Sdn Bhd, an audio post-production company located in Petaling Jaya, Selangor, Malaysia. From November 1994 to July 1995, she was a Freelance Copywriter with Bozell Worldwide, an international advertising agency. Ms Lim worked from the Petaling Jaya, Selangor, Malaysia office. Ms Lim attended the Institute of Advertising Communications Training, Petaling Jaya, Selangor, Malaysia, where she graduated with a Certificate in Copywriting in December 1994. Ms. Lim is our editor, and currently devotes full time to our business. Jefferi Bin Omar Jayaseelan has been the Secretary, and a Director of our company and its wholly-owned Subsidiary since inception. From 2002 to present, Mr. Jayaseelan has been the General Manager of Ellipsis Concept (M) Sdn Bhd, an advertising and event management company located in Kuala Lumpur, Malaysia. From 1999 to 2001, he was a Senior Audio Engineer and Team Leader with AddAudio Sdn Bhd, an audio post-production company located in Petaling Jaya, Selangor, Malaysia. From 1993 to 1998, he was an Audio Engineer with AddAudio Sdn Bhd. Mr. Jayaseelan attended the School of Audio Engineering (SAE), Kuala Lumpur, Malaysia and graduated with a Diploma in Audio Engineering in 1993. Mr. Jayaseelan devotes 12 to 15 hours a week to our business. EXECUTIVE COMPENSATION ---------------------- Currently, no officer and/or director is being compensated for there services. Upon receipt of the proceeds of the offering, Ms. Lim will be the only officer and/or director being compensated for his/her services. She will be compensated for her position as editor of the magazine at $1105.26USD/month. All of the other directors and officers have agreed that they will receive no compensation for their services until the business has a positive cash flow and is profitable. The officers and directors are reimbursed for any out-of-pocket expenses they incur on our behalf. In addition, in the future, we may approve payment of salaries for our officers and directors, but currently, no such plans have been a approved. In addition, none of our officers, directors or employees are party to any employment agreements. We do not currently have any benefits, such as health insurance, life insurance,stock options, profit sharing or any other benefits available to anyone and no employment agreements of any kind are in place. 15
- ---------------------------------------------------------------------------- SUMMARY COMPENSATION TABLE - ---------------------------------------------------------------------------- Annual Compensation Long-Term Comp. Awards Payouts Name and Wages/ Other Annual Position(s) Year Salaries Bonus Comp. - ---------------------------------------------------------------------------- Jasmin Bin Omar Jayaseelan - 2005 None None None None None President, CEO 2006 None None None None None Cheryl Lim Phaik Suan - 2005 None None None None None Treasurer, CFO 2006 None None None None None Jefferi Bin Omar Jayaseelan - 2005 None None None None None Secretary 2006 None None None None None - ----------------------------------------------------------------------------
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ============================================================== Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than ten percent of our common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of our common stock. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. Name and Address No. of No. of Percentage Beneficial Shares Shares of Ownership Owner Before After Before After Offering Offering Offering Offering - ----------------------- -------- --------------------------------- Jasmin Bin Omar Jayaseelan 400,000 400,000 40% 18% 17B Tingkat 2, Jln Sg Besi Indah 1/19E, Tmn Sg Besi Indah, 43300 Seri Kembangan, Selangor, Malaysia Jefferi Bin Omar Jayaseelan 400,000 400,000 40% 18% No.23, 10 LG-1, Jalan Bayu 2, Bukit Gita Bayu, Seri Kembangan, 43300 Selangor, Malaysia Cheryl Lim Phaik Suan 200,000 200,000 20% 9% No.47 Taman Impian Jln.Changkat Jong, 36000 Teluk Intan, Perak, Malaysia - ----------------------- All Officers and Directors as a Group (3 Persons) 1,000,000 1,000,000 100% 45% 16 Future Sales by Existing Stockholders - ------------------------------------- A total of 1,000,000 shares have been issued to the existing stockholders, all of which are held by our officers and directors and are restricted securities, as that term is defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Act. Under Rule 144, such shares can be publicly sold, subject to volume restrictions and certain restrictions on the manner of sale, commencing one year after their acquisition. Any sale of shares held by the existing stockholders (after applicable restrictions expire) and/or the sale of shares purchased in this offering (which would be immediately resalable after the offering), may have a depressive effect on the price of our common stock in any market that may develop, of which there can be no assurance. Our principal shareholders do not have any existing plans to sell their shares at any time after this offering is complete. DESCRIPTION OF SECURITIES ========================= Common Stock - ------------ Our authorized capital stock consists of 50,000,000 shares of common stock, par value of $.001 per share. As of the date of this offering, we have a total of 1,000,000 shares of common stock issued and outstanding. The following summary discusses all of the material terms of the provisions of our common stock, as set forth in our Articles of Incorporation and Bylaws. Holders of our common stock: 1. Have equal ratable rights to dividends from funds legally available, when as and if declared by our Board of Directors; 2. Are entitled to share, ratably, in all of our assets available for distribution upon liquidation, dissolution, or winding up of our business affairs; 3. Do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions applicable; 4. Are entitled to one non-cumulative vote per share of common stock you own, on all matters that stockholders may vote, and at all meetings of shareholder; and 5. Have shares that are fully paid and non-assessable. Non-cumulative Voting - --------------------- Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors. After this offering is completed, the present stockholders will own approximately 45% of our outstanding shares and the purchasers in this offering will own 54%. Cash Dividends - -------------- As of the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the 17 discretion of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations. INDEMNIFICATION =============== Pursuant to provisions set forth in our Articles of Incorporation and By- Laws, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his/her position, if he/she acted in good faith and in a manner he reasonably believed to be in our best interest. In certain cases, we may advance expenses incurred in defending any such proceeding. To the extent that the officer or director is successful on the merits in any such proceeding as to which such person is to be indemnified, we must indemnify him/her against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged to be liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or control persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or control persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be bound and governed by the final adjudication of such issue. DESCRIPTION OF OUR BUSINESS =========================== General Overview - ---------------- PTM Publications Incorporated was incorporated in the State of Nevada on December 13, 2005. We were formed to engage in the magazine publishing business in Malaysia. In February, 2006, we acquired 100% ownership in a privately-held company incorporated under the laws of Malaysia under the name of PTM Publications Sdn Bhd. The corporation was formed by Jasmin Bin Omar Jayaseelan and Jefferi Bin Omar Jayaseelan, brothers, and officers and directors, to use for a private business, which was never started. Jasmin and Jefferi Bin Omar Jayaseelan assigned all of their right, title and interest in and to the corporation to us for $1.00 U.S. and it is the entity which operates our magazine in Malaysia (the "wholly-owned Subsidiary"). Currently, our only asset is our cash in the bank, consisting of $5,026 in cash generated from the issuance of shares to our founders. 18 We are a Nevada corporation and, as such, are subject to the jurisdiction of the State of Nevada and the United States courts for purposes of any lawsuit, action or proceeding by investors herein. An investor would have the ability to effect service of process in any action on the company within the United States. In addition, we are registered as a foreign corporation doing business in Malaysia and are subject to the local laws of Malaysia governing investors ability to bring actions in foreign courts and enforce liabilities against a foreign private issuer, or any person, based on U.S. federal securities laws. Generally, a final and conclusive judgment obtained by investors in U.S. courts would be recognized and enforceable against us in the Malaysian courts having jurisdiction without reexamination of the merits of the case. Since all of our officers and directors, and certain experts named in this prospectus, reside outside the United States, substantially all or a portion of the assets of each are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or to enforce against them judgments obtained in United States courts predicated upon the civil liability provisions of the federal securities laws of the United States. We have been advised that, based on the political climate in Malaysia, there is doubt as to the enforceability of judgments obtained in U.S. Courts. Proposed Business Operations - ---------------------------- Principal Product - ----------------- The Property Magazine will be published and directed at property owners, home buyers, real estate agents and brokers, home builders, renters, property managers and owners, and ancillary service providers at all levels of business throughout Malaysia. We intend to aggressively market and target a total circulation of approximately 30,000 copies per month in our first year of operations, increasing to 60,000 copies per month by the end of our third year. The magazine will be published monthly. Sample distribution, organizational sales and direct mail to targeted lists of industry contacts are some of the methods we intend to utilize to build our subscription base. The magazine will be a high gloss, approximately 52- page issue, with a contemporary look and appeal. Appealing and informative presentation of up-to- the-month marketable properties will be our constant goal. We are designing the magazine to be entertaining and newsworthy, as well as informative. We are hopeful our final design will appeal to a broad readership. No magazine like it is available today in Malaysia. The Property Magazine will combine the utility of a one-stop market for buyers and sellers to advertise the properties they have for sale, as well as a medium for developers, renters, and other ancillary services to reach their target markets. The editorial content of the magazine will include Hot Tips, Personalities, Commercial/Residential and Quick Sale, described as follows: Hot Tips - The hot tips section will playfully lure readers with articles highlighting Feng Shui and advice on how to maximize buying or selling opportunities, but will not provide direct investment advice. It will also provide handy home tips, insights on decorating and home improvement and gardening/landscaping design tips. Personalities - Well-known successful property personalities, both local and abroad, will be approached to provide valuable insight from their wealth of knowledge and years of experience. We intend to create these personality 19 profiles using information available through magazine and internet articles or through personal conversations with local personalities. Commercial/Residential - The heart of the magazine will be composed of residential and commercial property advertisements accompanied by photographs and descriptions. Quick Sale - This section will highlight properties that owners have deemed necessary for immediate sale and will be the equivalent of a "bargain" section. In addition, as funds allow, we intend to develop and operate a website (WWW.PTMPUBLICATIONS.COM and a mirror website at WWW.PTM.COM.MY) that we feel will compliment our magazine by initially acting as a promotional tool, and then towards the end of year one, by providing a more comprehensive information database of property related interests. The website will cater to a broader range of consumers including those looking for ancillary products such as home repair services, gardening services, mortgage data and various other property resources. Background of the Industry - -------------------------- The property market outlook remains positive due to factors such as low interest rates, competitive financing packages, high margin home financing, stable employment market, relaxed regulations on foreign ownership, further liberalization of the Silver Hair Program in Malaysia and the Malaysian government's success in managing the overall economy. Furthermore, the country's demographic profile with a sizeable population in the house-buying category (aged between 25 and 44 years), the trend of young working adults to own their own homes, the trend of buying second or third homes for upgrading purposes or investments, coupled with urban migration, continues to offer opportunities forhousing development and a strong resale market. The real estate industry accounts for approximately 5% of the gross domestic product in Malaysia and is one of the fastest growing sectors of the economy according to the Economist magazine. The real estate industry is commonly divided into the residential and commercial sectors. The residential sector includes the purchase, sale, rental, remodeling and new construction of homes and represents approximately $4.7 billion per year. The commercial sector includes the lease, resale, and new construction of property for businesses and represents approximately $3.2 billion per year. A significant portion of the Malaysian economy has evolved around helping consumers as they navigate through this home and real estate cycle. An enormous network of support services and products exists to assist consumers in a property, building a property, renting or buying a property, moving, owning a property and selling a property. Target Markets for our Product - ------------------------------ Every participant in the home and real estate cycle faces a unique set of challenges, all of which will be addressed in our magazine: 20 Home Buyers. In order to dispel the fear of purchasing the wrong home or paying too much for a home, consumers must be assured that they have considered all available options. Therefore, home buyers require an extensive amount of information and several decision tools to help bolster confidence during the home buying process. To make an informed decision, consumers need access to a comprehensive listing of homes for sale and require information about specific neighborhoods and listed prices of comparable homes for sale in a given geographic location. Once a home has been selected, consumers must consider a broad range of related services, including mortgage, title, escrow, insurance, moving and relocation services as well as remodeling alternatives. As a result, consumers are continually searching for additional information and resources to assist them in every aspect of the real estate transaction and need a comprehensive, convenient and integrated source of information that assists them in each step of the process. Real Estate Agents and Brokers. Real estate agents and brokers depend on attracting and retaining customers in order to generate increasing numbers of transactions. Due to its size and complexity, it is not uncommon for the real estate transaction to take several months to complete. As a result, the job of real estate agents and brokers is complicated by a variety of factors. Therefore real estate agents and brokers are looking for additional opportunities to market their services, become more productive and compete more effectively for transactions. In addition, they seek greater efficiency in disseminating information to their prospective clients and are looking for tools that can help them streamline their current practices. Home Builders. Home building and real estate professionals who focus on new homes and new home developments also depend on attracting and retaining customers in order to sell new properties in a timely manner. However, home builders have not developed an infrastructure similar to an Multiple Listing Service to aggregate, update and share data regarding available inventory. Nor do they have the infrastructure to communicate this information to potential buyers. As a result, home building and real estate professionals continue to seek new ways to market their products and services and inform prospective home buyers of the availability of new properties. Renters, Property Managers and Owners. To make an informed decision, renters need access to comprehensive information about available rental units, specific neighborhoods and rental prices in a given geographic location. Because of the high turnover rate in rental units, property managers and owners must regularly attract new tenants to minimize their vacancy rates. We estimate that approximately $1.8 billion was spent in 1998 to market apartments and rental homes. The rental market has not developed a central repository for comprehensive listings accessible by potential renters nationwide and property managers and owners are continuously seeking to market their available units in a cost-effective manner. Ancillary Service Providers. Consumers require a variety of products and services throughout the home and real estate life cycle. The real estate transaction provides service providers and retailers the opportunity to target consumers at a time when they are shifting their buying patterns. Providers and retailers of these products or services need an effective mechanism to reach consumers who are most interested in their offerings. Ideally, these providers of products and services would have a centralized location where they could advertise their offerings to a target group of consumers who are engaged in the real estate process. 21 The Internet. The emergence and acceptance of the Internet is fundamentally changing the way that consumers and businesses communicate, obtain information, purchase goods and services and transact business. Because of its size, fragmented nature and reliance on the exchange of information, the real estate industry is particularly well suited to benefit from the Internet. The real estate industry currently spends $3.5 billion a year on advertising and print media. Traditional sources of advertising and print media, including classifieds and other off-line sources, are not interactive and are limited by incomplete and inaccurate data that is local in scope and is typically disseminated on a weekly basis. These traditional sources also lack content that can be searched based on specified terms, a centralized database of information and the ability to conduct two-way communications. The Internet offers a compelling means for consumers, real estate professionals, home builders, renters, property managers and owners and ancillary service providers to come together to improve the dissemination of information and enhance communications. Marketing Strategy and Implementation of our Business Plans - ----------------------------------------------------------- Our strategy will be to focus on serving this clearly defined niche market well. By having an identifiable market with available lists and related memberships, we believe we can exceed publishing industry standards for gaining subscribers. A thirst exists for the published periodical products that "The Property Magazine" will provide. The task will be to successfully reach and inform the target market. The strategy is to combine sampling, direct mail and group membership solicitation to build circulation through both subscriptions and newsstand distribution. Our officers and directors will use their professional contacts from their existing advertising agency experience to facilitate sales of advertising space in our magazine. Multi-channel distribution principles will be employed. Initially, we will focus on creating awareness for key industry partners, ancillary companies and the public at large. The objective of our marketing strategy will be to drive the sales of the advertising of the magazine and as the magazine becomes more recognized, our sales and subscriptions should increase accordingly. Upon completion of this offering and receipt of the proceeds, we intend to complete our development and design and conduct sample runs of 20,000 issues on the first and second monthly issues. All costs associated with these sampling programs are included in the printing, advertising and promotion budgets in the Use of Proceeds section of this prospectus. An additional 10,000 copies will be distributed for sale to various commercial shops and shopping malls. During our first three months of operation, we intend to use local print media, such as the Sun and the Star newspapers to advertise our upcoming product and to solicit advertisers. Pullout ads will be placed in those newspapers on a predetermined date. A total of approximately $8,000 U.S. is budgeted towards these advertising activities. We will also create flyers, which introduce the magazine and the concept, handing them out at key strategic retail locations and mailing them in direct mail campaigns. These flyers will also be placed in daily newspapers like the Sun, again to further build awareness of our magazine. 22 Proposed Pricing and Projected Revenues - --------------------------------------- Our magazine will have two revenue streams: - - Sales of single issues and subscriptions - - Sales of Advertising "The Property Magazine" will sell for $1.30 U.S. per single issue on the newsstand. A one-year subscription will be $12.50 U.S. We expect to gain a substantial portion of our revenues from advertising rates. As the awareness of our magazine builds, we project that the sources of subscriptions will be as follows: Paid Space. This entails buying advertising in other publications to promote subscriptions to our magazine. Direct Sampling. During the initial print 20,000 pieces will be sent to residential homes, real estate agencies, and corporate offices. Shows and Exhibits. Several magazines have been successful selling subscriptions at shows and exhibits related to the editorial concept of the magazine. After our initial two copies of our magazine, we intend to promote and sell our magazine at the many property and consumer lifestyle related exhibitions that take place in Malaysia regularly. Reply Cards. A significant source of subscribers is expected to be from offers in The Property Magazine itself. Every issue of The Property Magazine, newsstand and subscription, will contain information for subscribing. Exchange Advertising. Another source of new orders is expected to be through subscription offers in other general business and trade magazines. This can be a relatively inexpensive method of obtaining subscribers. The Property Magazine need not pay rate card prices for advertisements in other magazines. Instead of paying cash, it may be possible for us to trade our own advertising space. (This is a common practice among publishers.) White Mail. Every established magazine receives unsolicited requests for subscriptions. While these will not represent a large portion of the magazine's circulation, they are still very valuable as they require no promotional expenditures. Printing and Distribution Methods - --------------------------------- Currently we do not have a contract and do not intend to sign a contract until we are ready to go to print; however, we have verbally agreed to work with DC Print Sdn Bhd, 136 Jalan Radin Anum Satu, Bandar Baru Seri Petaling, 57000 Kuala Lumpur, an unrelated third party. The estimated printing costs for the magazinewill be approximately $7,895 for a run of 30,000 copies. There is no minimum order quantity from this printing company, assuming we engage their services when we are ready to print the magazine. 23 Currently we do not have a contract with a distributor, but we have verbally agreed to terms with Pansing Marketing Sdn Bhd, No 557A Jalan Subang 3, Subang Jaya Industrial Estate 47610 Subang Jaya Selangor, Malaysia, an unrelated third party. We will be using a distribution company to issue our magazines to various outlets, including retail shopping centers, grocery chains and other commercial shop lots. Distribution costs for the sales of magazines through retail channels are projected at retail, less 50%, which is approximately $.64 per magazine sold. All copies not sold will be collected and returned to us by the distributor and no distributor charges will be incurred. For promotional (non-revenue generating copies), distribution will be done by staff and/or officers of our company. Advertising Sales Strategy - -------------------------- Efforts to sell advertising will be directed at a wide range of real estate developers, marketers of business and consumer products and services. The Property Magazine's editorial environment and reader demographics are expected to make it a desirable forum for those companies currently advertising in other general business publications. Initial sales calls will be made by the directors and will focus on contacting the following groups via existing personal and professional relationships: - -Real Estate Developers - -Real Estate Agencies - -Ancillary Companies, like banks and investment companies, interior designers, construction, furniture and equipment manufacturers, etc. Government and Industry Regulation - ---------------------------------- Magazine publications are subject to licensing and regulation by state and local authorities. Difficulties in obtaining or failure to obtain required licenses and approvals will result in delays in, or cancellation of, the printing of the magazine. Publishing licenses are also subject to suspension or non-renewal if the granting authority determines that the conduct of the holder does not meet the standards for initial grant or renewal. We have applied for and received a business license and have applied for a publishing license, pending approval by the state regulatory body; no other permits or licenses are required. We will comply with all relevant licensing and regulations. We have an application pending for a publishing license and anticipate receiving our license by the end of April 2006. Competition - ----------- We believe that the principal competitive factors in attracting consumers to our magazine will be: - - The total number of listings and the number of listings for the consumer's specific geographic area of interest available in our magazine; - - The quality and comprehensiveness of general real estate related, particularly home-buying, information available in our magazine; 24 - - The availability and quality of other real estate related, lifestyle products and services available; and - - The appeal and ease for our readers, due to well thought out and planned design layout and content of our magazine. Our main existing and potential competitors will be: (a) web sites offering real estate listings and other related services, such as iProperty.com.my, starfish.com.my, realestateonline.com.my, propertyinside.com, hartanah.net, propertyzoom.com, property.malaysiadirectory.com and realestate.net.my. (b) web sites offering real estate related content and services such as mortgage calculators and information on home buying, selling and renting processes; (c) web sites from real estate brokers or developers themselves, such as www.sunway.com.my (d) General purpose consumer web sites, such as AltaVista and Yahoo! that also offer real estate-related content; (e) traditional print media, such as daily newspapers like the Sun or the Star, which have either special real estate pullouts or classified sections with real estate property; and (f) real estate magazines such as iProperty.com. The barriers to entry for web-based services and businesses are low, making it possible for new competitors to proliferate rapidly. In addition, parties with whom we have listing and marketing agreements could choose to develop their own Internet strategies or competing real estate sites upon the termination of their agreements with us. Many of our existing and potential competitors have longer operating histories in the Internet market, greater name recognition, larger consumer bases and significantly greater financial, technical and marketing resources than we do. Employees and Employment Agreements - ----------------------------------- At present, we have no employees other than our three officers and directors. Jasmin Bin Omar Jayaseelan currently devotes 7-10 hours a week to our business, Jefferi Bin Omar Jayaseelan currently devotes 12- 15 hours a week to our business and Cheryl Lim Phaik Suan devotes full time. Upon receipt of the proceeds of the offering, Ms. Lim will be the only officer and/or director being compensated for his/her services. She will be compensated for her position as editor of the magazine at $1105.26USD/month. The other directors and officers are not presently compensated for their services and do not have employment agreements with us. We presently do not have pension, health, annuity, insurance,stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any officers, directors or employees. 25 The following list outlines our projected plan for staff requirements and salaries, assuming completion of this offering and receipt of the proceeds: Staff and Monthly Salary USD ---------------------------- Production Personnel: - -------------------- Editor (1)(2) $1105.26 Designer (2) $ 394.74 Writer (3) $ 447.37 Photographer (2) $ 236.84 Senior Photographer (3) $ 263.16 Jr. Editor (4) $ 276.33 Sales Personnel: - --------------- Sales Executive (3) $ 657.89 Jr. Sales Executive (3) $ 526.32 General Personnel: - ----------------- Administrator (3) $ 394.74 (1) Ms. Lim is also a Director, CFO, and Treasurer (2) Projected to start in month 1 (3) Projected to start in month 3 (4) Projected to start in year 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION ========================================================= We are a start-up company and have not yet generated or realized any revenues from our business operations. Furthermore, we are still in the development stage and expect to operate at a loss for most or all of the first year of our operations, as we develop and test our magazine and begin our initial marketing and advertising campaigns. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ significantly from those anticipated in the forward-looking statements as a result of various factors, including those discussed in "Risk Factors" section of this prospectus on page 6. The following table presents a summary of our financial data Balance Sheet Data: February 28, 2006 - -------------------------------------------------- Cash in Bank $ 5,026 Total assets 5,026 Total Liabilities 975 Stockholder's Equity 4,051 We are relying solely on the monies raised in this offering to pursue the development, testing and marketing of our magazine and there is no guarantee we will be successful in completing this offering or completing our proposed business plans. Other than the shares offered by this prospectus, no other source of capital has been identified or sought. 26 We have had no revenues since inception and have incurred total losses of $949 since inception. Our auditors have expressed substantial doubt as to our ability to continue as a going concern without further funding. We have never had any discussions with any possible acquisition candidate, nor have we any intention of doing so. We do not expect to purchase any real estate and do not own any to sell. We have no off-sheet balance arrangements or obligations or other interests that could affect finances or operations. Plan of Operation/Milestones for next 12 months - ----------------------------------------------- Following is our plan of operation and milestones for the next 12 months, which is wholly dependent upon the success of this offering. When determining whether to invest in our company you should consider these as forward-looking statements that we may or may not be able to achieve. In order to become fully operational and profitable, we plan to achieve each of the following milestones: July 2006 - Publish one, 52 page issue initially with press runs of 30,000 copies monthly July 2006 - Sell $10,000 worth of advertising per month July 2006 - Launch initial promotional website July 2006 to Sept 2006 - Achieve a direct sampling target of 20,000 copies each month August 2006 - Lease and move into office space exclusively for PTM Publications and hire additional sales, writing, photography and adminstrative staff December 2006 - Develop and roll out a scaleable website with an extensive, searchable database of properties by December April 2007 - Achieve a magazine circulation of 30,000 copies per month by the end of year one through direct sampling and marketing April 2007 - Have 5,000, one year subscriptions sold by the end of our first year April 2007 - Increase our advertising revenue per month to approximately $26,000 May 2007 - Expand distribution to three new states within Malaysia Please refer to the Use of Proceeds section of this prospectus for an estimate of the costs to complete these milestones. Critical Accounting Policies - ---------------------------- We have identified below certain accounting policies which we apply in the preparation of our financial statements. We believe that the policies discussed below are those most critical to our business operations. As we are a startup company, with minimal assets, no revenues and little operating history, we do not currently have an audit committee on our Board of Directors. 27 From their past work experience, our officers and directors have an understanding of generally accepted accounting principles and financial statements. In cooperation with our outside experts, we feel we will have a good ability to assess the accounting required for estimates, accruals and reserves. Our officers and directors feel they have a good ability to prepare, analyze and evaluate financial statements to the degree that can reasonably expect to be encountered in the first year of this development stage business. Basis of Accounting: Our financial statements are prepared using the accrual method of accounting. We have elected a February 28 year end. Earnings Per Share: We have adopted the provisions of SFAS No. 128. Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share. Basis of Consolidation: All financial information for PTM Publications Incorporation include the accounts of our wholly-owned subsidiary, PTM Publications Sdn Bhd, a Malaysian Corporation. Property and Equipment: At this point we have no property and no equipment needs. We do not anticipate that improvements or updates will be needed this first year of operations and we do not expect to purchase equipment during the next twelve months. In the future, depreciation will be determined using the straight-line method over the estimated lives of the assets but since nothing was purchased by us, no depreciation will be relevant this year. Income Taxes: We have adopted Statement of Financial Accounting Standards No. 109 "Accounting for Income Taxes" (SFAS 109), which will require the use of an asset and liability approach for financial accounting and reporting of income taxes. If it is more likely than not that some portion of or all of a deferred tax asset will not be realized, a valuation allowance will be recognized. As we have not yet generated any revenues or operated at a profit, no tax benefit has been reflected in the statement of operations in the consolidated financial statements included as a part of this prospectus. DESCRIPTION OF PROPERTY ======================= We do not currently own any property or real estate of any kind. Our business offices are located at E-2-14 Block E, Plaza Damas, Jalan Hartamas 1, Sri Hartamas, Kuala Lumpur Wilayah Perseketuan, 50480, Malaysia. The phone # is +603 6201 1125 and the fax # +603 6201 1126. The office is fully equipped and functional and donated free of charge by the directors until such time as we have raised the money to move into a separate office, at which time we will sign a lease with an unrelated third party. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ============================================== As of February 28, 2006, there is a total of $100 advanced by an officer for start-up costs; however, there is no specific repayment term. 28 We do not currently have any other related party transactions and have not yet formulated a policy for the resolution of any related transaction conflicts, should they arise. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ======================================================== There is currently no established public trading market for our common stock. Following completion of this offering, we intend to engage the services of a market maker to apply on our behalf for listing of our common stock on the Over-the-Counter Bulletin Board. As we cannot predict when these registrations will be completed or if they will be accepted, we cannot predict if, or even when, active trading will commence. We have no plans, proposals, arrangements or understandings with any person with regard to the development of a trading market in any of our securities. Penny Stock Rules - ----------------- The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). A purchaser is purchasing penny stock that limits the ability to sell the stock. The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock. he penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the Commission, which: - - - contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; - - - contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of the Securities Act of 1934, as amended; - - - contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask price; 29 - - - contains a toll-free telephone number for inquiries on disciplinary actions; - - - defines significant terms in the disclosure document or in the conduct of trading penny stocks; and - - - contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation; The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer: - - - the bid and offer quotations for the penny stock; - - - the compensation of the broker-dealer and its salesperson in the transaction; - - - the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and - - - monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities. Regulation M - ------------ Our officers and directors, who will offer and sell the Shares, are aware that they are required to comply with the provisions of Regulation M promulgated under the Securities Exchange Act of 1934, as amended. With certain exceptions, Regulation M precludes the officers and directors, sales agents, any broker-dealer or other person who participate in the distribution of shares in this offering from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. As an exception to these rules, an underwriter may engage in transactions effected in accordance with Regulation M that are intended to stabilize, maintain or otherwise affect the price of our common stock. The underwriter may engage in over-allotment sales, syndicate covering transactions, stabilizing transactions and penalty bids in accordance with Regulation M. Over-allotments occur when an underwriter sells more shares than it purchases in an offering. In order to cover the resulting short position, the underwriter may exercise the over-allotment option described above. 30 Additionally, an underwriter may engage in syndicate covering transactions. Syndicate covering transactions are bids for or purchases of stock on the open market by the underwriter in order to reduce a short position incurred by the underwriter on behalf of the underwriting syndicate. There is no contractual limit on the size of any syndicate covering transaction. Stabilizing transactions consist of bids or purchases made by an underwriter for the purpose of preventing or slowing a decline in the market price of our securities while the offering is in progress. A penalty bid is an arrangement permitting the underwriter to reclaim the selling concession that would otherwise accrue to an underwriter if the common stock originally sold by the underwriter was later repurchased by the underwriter and therefore was not effectively sold to the public by such underwriter. We have not and do not intend to engage the services of an underwriter in connection with the offer and sale of the Shares in this offering. In general, the purchase of a security to stabilize or to reduce a short position could cause the price of the security to be higher than it might otherwise be. Sales of securities by us or even the potential of these sales could have a negative effect on the market price of the shares of common stock offered hereby. Reports - ------- We are subject to certain reporting requirements and will furnish annual financial reports to our stockholders, certified by our independent accountants, and will furnish unaudited quarterly financial reports in our quarterly reports filed electronically with the SEC. All reports and information filed by us can be found at the SEC website, www.sec.gov. Dividends - --------- Our officers and directors, possessing approximately 45% of our voting common stock, control significantly all of our activities and thus, may affect the determination of whether dividends are paid on to our stockholders. It is highly unlikely that any dividends would be paid in the first year of operation. Stock Transfer Agent - -------------------- The stock transfer agent for our securities is Holladay Stock Transfer, 2939 N. 67th Place, Scottsdale, Arizona 85251, telephone (480) 481-3940. EXPERTS AND LEGAL COUNSEL ========================= Our financial statements for the period from December 15, 2005 (inception) to February 28, 2006, included in this prospectus have been audited by Armando C. Ibarra, C.P.A. 317 'E' Street Chula Vista CA 91910 USA, independent certified public accountants. We include the financial statements in reliance on the report of Armando C. Ibarra, C.P.A.., given upon their authority as experts in accounting and auditing. The Law Office of Michael M. Kessler of Carmichael, California has passed upon the validity of the Shares being offered and certain other legal matters and is representing us in connection with this offering. 31 None of our named experts and counsel hold any shares or have any interest in or connection to our company. AVAILABLE INFORMATION ====================== We have filed this registration statement on Form SB-2 with the U.S. Securities and Exchange Commission, under the Securities Act of 1933 with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that Registration Statement, but does not contain all of the information contained in the Registration Statement and Exhibits. Upon completion of this registration, we will be subject to the informational requirements of the Exchange Act and, in accordance with the Act, will file all requisite reports, such as Forms 10-KSB, 10-QSB and 8-KSB, proxy statements, under Sec.14 of the Exchange Act, and other information with the Commission. Such reports, proxy statements, this registration statement and other information, may be inspected and copied at the public reference facilities maintained by the Commission at Station Place, 100 F Street NE, Washington, D.C. 20549. Copies of all materials may be obtained from the Public Reference Section of the Commission's Washington, D.C. office at prescribed rates. The Securities and Exchange Commission also maintains a web site - http://www.sec.gov - that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. Our Registration Statement and the referenced exhibits can also be found on this site. FINANCIAL STATEMENTS ==================== We intend to provide audited financial statements to our stockholders on an annual basis, prepared by an Independent Certified Public Accountant, in our annual reports. Our audited financial statements for the period from inception to the fiscal year ended February 28, 2006 immediately follow. 32 PTM PUBLICATIONS INCORPORATED (A Development Stage Company) FINANCIAL STATEMENTS December 15, 2005 (Inception) to February 28, 2006 33 ARMANDO C. IBARRA Certified Public Accountants A Professional Corporation Armando C. Ibarra, C.P.A. Armando Ibarra, Jr., C.P.A., JD Members of the California Society of Certified Public Accountants Members of the American Institute of Certified Public Accountants Registered with the Public Company Accounting Oversight Board To the Board of Directors of PTM Publications Incorporated (A Development Stage Company) REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have audited the accompanying balance sheet of PTM Publication Incorporated (A Development Stage Company) as of February 28, 2006, and the related statements of operations, changes in stockholders' equity, and cash flows for the period of December 13, 2005 (inception) to February 28, 2006. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these statements based on our audit. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United Stated). These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of February 28, 2006, and the results of its operations and its cash flows for the period of December 13, 2005 (inception) to February 28, 2006, in conformity with US generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company is currently in the development stage. Because of the Company's current status and limited operations there is substantial doubt about its ability to continue as a going concern. Management's plans in regard to its current status are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Armando C. Ibarra, CPA Chula Vista, Ca. March 10, 2006 34
PTM PUBLICATIONS INCORPORATED (A Development Stage Company) Consolidated Balance Sheet ASSETS - ------ As of February 28, 2006 ------------ Current Assets - -------------- Cash $ 5,026 ---------- Total Current Assets 5,026 ---------- TOTAL ASSETS $ 5,026 ========== LIABILITIES & STOCKHOLDERS' EQUITY - ---------------------------------- Current Liabilities - ------------------- Accounts Payable $ 875 Loan Payable - (related party) 100 ---------- Total Current Liabilities 975 Total Liabilities 975 Stockholders' Equity - -------------------- Common stock, ($0.001 par value, 50,000,000 shares authorized; 1,000,000 shares issued and outstanding as of February 28, 2006 1,000 Additional paid-in capital 4,000 Deficit accumulated during development stage (949) ----------- Total Stockholders' Equity 4,051 ----------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 5,026 ===========
See Notes to Financial Statements 35
PTM PUBLICATIONS INCORPORATED (A Development Stage Company) Consolidated Statement of Operations December 13, 2005 (inception) through February 28, 2006 ----------------- Revenues - -------- Revenues $ - ------------ Total Revenues - Operating Costs - --------------- Administrative expenses 983 ------------ Total Operating Costs (983) Other Income & (Expenses) - ------------------------ Gain (loss) on currency exchange 34 ------------ Total Other Income & (Expenses) 34 ------------ Net Income (Loss) $ (949) ============ Basic earnings per share $ (0.00) ============ Weighted average number of common shares outstanding 1,000,000 ============
See Notes to Financial Statements 36
PTM PUBLICATIONS INCORPORATED (A Development Stage Company) Consolidated Statement of Changes in Stockholders' Equity From December 13, 2005 (Inception) through February 28, 2006 - -------------------------------------------------------------------------------- Deficit Common Common Additional Accumulated Stock Stock Paid-in During Total Amount Capital Development Stage - -------------------------------------------------------------------------------- Balance, December 13, 2005 - $ - $ - $ - $ - Stock issued for cash on December 14, 2005 @ $0.05 per share 1,000,000 1,000 4,000 5,000 Net loss, February 28, 2006 (949) (949) ----------------------------------------------------------------- Balance, February 28, 2006 1,000,000 $ 1,000 $4,000 $ (949) $ 4,051 =================================================================
See Notes to Financial Statements 37
PTM PUBLICATIONS INCORPORATED (A Development Stage Company) Consolidated Statement of Cash Flows December 13, 2005 (inception) through February 28, 2006 ----------------- CASH FLOWS FROM OPERATING ACTIVITIES - ------------------------------------ Net income (loss) $ (949) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Changes in operating assets and liabilities: Accounts payable 875 Loan payable - (related party) 100 -------------- Net cash provided by (used in) operating activities 26 CASH FLOWS FROM INVESTING ACTIVITIES - ------------------------------------ Net cash provided by (used in) investing activities - CASH FLOWS FROM FINANCING ACTIVITIES - ------------------------------------ Issuance of common stock 1,000 Additional paid-in capital 4,000 -------------- Net cash provided by (used in) financing activities 5,000 -------------- Net increase (decrease) in cash 5,026 Cash at beginning of year - -------------- Cash at end of year $ 5,026 ============== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION - ------------------------------------------------- Cash paid during year for: Interest $ - ============= Income Taxes $ - =============
See Notes to Financial Statements 38 PTM PUBLICATIONS, INCORPORATED (A Development Stage Company) Notes to the Consolidated Financial Statements February 28, 2006 NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS PTM Publications Incorporated (the Company) was incorporated under the laws of the State of Nevada on December 13, 2005. The Company is in the development stage. Its activities to date have been limited to capital formation, organization and development of its business plan. The Company has not commenced operations. The Company operates through its lone subsidiary: PTM Publications Sdn Bhd, a Malaysian Corporation. PTM Publications, Incorporated (the parent company) is now a holding company. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Basis of Accounting The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a February 28 year end. b. Basic Earnings per Share In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. SFAS No. 128 supersedes the provisions of APB No. 15, and requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of SFAS No. 128 effective November 30, 2005 (inception). Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company. c. Basis of Consolidation The consolidated financial statements of PTM Publications, Incorporated include those accounts of PTM Publications Sdn Bhd, a Malaysian Corporation. PTM Publications, Incorporated owns title to all of the assets and liabilities of the consolidated financial statement. All significant intercompany transactions have been eliminated. d. Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. 39 PTM PUBLICATIONS, INCORPORATED (A Development Stage Company) Notes to the Consolidated Financial Statements February 28, 2006 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) e. Use of Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In accordance with FASB 16 all adjustments are normal and recurring. f. Income Taxes Income taxes are provided in accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. NEW ACCOUNTING PRONOUNCEMENTS: In November 2004, the Financial Accounting Standards Board (FASB) issued SFAS 151, Inventory Costs - an amendment of ARB No. 43, Chapter 4. This Statement amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that -- under some circumstances, items such as idle facility expense, excessive spoilage, double freight, and rehandling costs may be so abnormal as to require treatment as current period charges -- This Statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of "so abnormal." In addition, this Statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. This Statement is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. Management does not believe the adoption of this Statement will have any immediate material impact on the Company. In December 2004, the FASB issued SFAS No. 152, "Accounting for Real Estate Time-Sharing Transactions-an amendment of FASB Statements No. 66 and 67" ("SFAS 152"). The amendments made by Statement 152 This Statement amends FASB Statement No. 66, Accounting for Sales of Real Estate, to reference the financial accounting and reporting guidance for real estate time-sharing transactions that is provided in AICPA Statement of Position (SOP) 04-2, Accounting No. 67, Accounting for Costs and Initial Rental Operations of Real Estate Projects, to state that the guidance for (a) incidental operations and (b) costs incurred to sell real estate projects does not apply to real estate time-sharing transactions. The accounting for those operations and costs is subject to the guidance in SOP 04-2. This Statement is effective for financial statements for fiscal years beginning after June 15, 2005, with earlier application encouraged. The Company does not anticipate that the implementation of this standard will have a material impact on its financial position, results of operations or cash flows. 40 PTM PUBLICATIONS, INCORPORATED (A Development Stage Company) Notes to the Consolidated Financial Statements February 28, 2006 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.) NEW ACCOUNTING PRONOUNCEMENTS: On December 16, 2004, the Financial Accounting Standards Board ("FASB") published Statement of Financial Accounting Standards No. 123 (Revised 2004), Shared-Based Payment ("SFAS 123R"). SFAS 123R requires that compensation cost related to share-based payment transactions be recognized in the financial statements. Share-based payment transactions within the scope of SFAS 123R include stock options, restricted stock plans, performance-based awards, stock appreciation rights, and employee share purchase plans. The provisions of SFAS 123R are effective as of the first interim period that begins after June 15, 2005. Accordingly, the Company will implement the revised standard in the third quarter of fiscal year 2005. Currently, the Company accounts for its share-based payment transactions under the provisions of APB 25, which does not necessarily require the recognition of compensation cost in the financial statements. The Company does not anticipate that the implementation of this standard will have a material impact on its financial position, results of operations or cash flows. On December 16, 2004, FASB issued Statement of Financial Accounting Standards No. 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29, Accounting for Nonmonetary transactions ("SFAS 153"). This statement amends APB Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception of exchanges of nonmonetary assets that do not have commercial substance. Under SFAS 153, if a nonmonetary exchange of similar productive assets meets a commercial-substance criterion and fair value is determinable, the transaction must be accounted for at fair value resulting in recognition of any gain or loss. SFAS 153 is effective for nonmonetary transactions in fiscal periods that begin after June 15, 2005. The Company does not anticipate that the implementation of this standard will have a material impact on its financial position, results of operations or cash flows. NOTE 3. GOING CONCERN The accompanying financial statements are presented on a going concern basis. The Company had no operations during the period from December 13, 2005 (inception) to February 28, 2006 and generated a net loss of $949. This condition raises substantial doubt about the Company's ability to continue as a going concern. Because the Company is currently in the development stage and has minimal expenses, management believes that the Company's current cash of $5,026 is sufficient to cover the expenses they will incur during the next twelve months in a limited operations scenario or until they raise additional funding. Management plans to raise additional funds through debt or equity offerings. There is no guarantee that the Company will be able to raise any capital through this or any other offerings. NOTE 4. WARRANTS AND OPTIONS There are no warrants or options outstanding to acquire any additional shares of common. 41 PTM PUBLICATIONS, INCORPORATED (A Development Stage Company) Notes to the Consolidated Financial Statements February 28, 2006 NOTE 5. RELATED PARTY TRANSACTIONS As of February 28, 2006, there is a total of $100 that has been forwarded by an officer of the Company; no specific repayment terms have been established. NOTE 6. NET OPERATING LOSSES As of February 28, 2006, the Company has a net operating loss carryforwards of approximately $949. Net operating loss carryforward expires twenty years from the date the loss was incurred. NOTE 7. STOCK TRANSACTIONS Transactions, other than employees' stock issuance, are in accordance with paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair value of the consideration received. Transactions with employees' stock issuance are in accordance with paragraphs (16-44) of SFAS 123. These issuances shall be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, or whichever is more readily determinable. On December 14, 2005, the company issued a total of 1,000,000 shares of $0.001 par value common stock as founder's shares to Jasmin Bin Omar Jayaseelan, Jefferi Bin Omar Jayaseelan and Cheryl Lim Phaik Suan, all of whom are officers and directors of our company. Mr. Jasmin Jayaseelan and Mr. Jefferi Jayaseelan received 400,000 shares each, and Ms. Lim received 200,000 shares. The shares were issued in exchange for cash in the aggregate amount of $5,000. As of February 28, 2006 the Company had 1,000,000 shares of common stock issued and outstanding. NOTE 8. STOCKHOLDERS' EQUITY The stockholders' equity section of the Company contains the following classes of capital stock as of February 28, 2006: Common stock, $ 0.001 par value: 50,000,000 shares authorized; 1,000,000 shares issued and outstanding. 42 PART II - INFORMATION NOT REQUIRED IN PROSPECTUS ================================================ Item 24 - Indemnification of Directors and Officers Pursuant to certain provisions in our Articles of Incorporation and By-Laws we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. In certain cases, we may advance expenses incurred in defending any such proceeding. To the extent that the officer or director is successful on the merits in any such proceeding as to which such person is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue. Item 25 - Other Expenses of Issuance and Distribution Expenses incurred or (expected) relating to this Registration Statement and distribution are as follows:
SEC Filing Fees $ 7 Legal Fees $ 1,500 Accounting/Auditing $ 2,000 Transfer Agent Fees $ 500 Printing of Prospectus $ 200 Miscellaneous Expenses $ 793 -------- TOTAL $ 5,000
43 Item 26 - Recent Sales of Unregistered Securities Following is the issuance of securities without registration since inception. No issuance involved the use of an underwriter; no advertising or public solicitation were involved; the securities bear a restrictive legend and no commissions were paid in connection with the issuance of these securities. In December 2005, a total of 1,000,000 shares were issued to our officers and directors in exchange for $.005 per share, or a total of $5,000 in cash. In addition, Jasmin Bin Omar Jayaseelan and Jefferi Bin Omar Jayaseelan, officers and directors are founders of PTM Publications Sdn. Bhd., a privately held Malaysian corporation which never conducted any business operations, assigned all of their right, title and interest in and to the Malaysian corporation to PTM Publications Incorporated at no cost to us. It is the wholly-owned subsidiary which operates our magazine in Malaysia. As additional consideration for his business concept and development work, Mr. Jayaseelan will also receive one page of advertising at no charge in each and every issue of the magazine and one page of editorial in each issue. These securities were issued in reliance upon the exemption contained in Section 4(2) of the Securities Act of 1933. The securities bear a restrictive legend and were issued to non-US residents. Item 27 - Exhibits Exhibit Index: - --------------- Number Description ------- ------------ 3.1 Articles of Incorporation 3.2 Bylaws 5 Opinion re: Legality 23.1 Consent of Independent Auditors 23.2 Consent of Counsel (Included in Exhibit 5) 99.1 Proposed Form of Subscription Agreement Item 28 - Undertakings The undersigned registrant hereby undertakes: 1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) Reflect in the prospectus any facts which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would 44 not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) Include any additional or changed material information on the plan of distribution. (2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering. (3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering. (4) For determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned small business issuer undertakes that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if any, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424; (ii) Any free writing prospectus relating to the offering prepared by on or behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and (iv) Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser. (v) Insofar as indemnification by the undersigned small business issuer for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by such director, officer or controlling 45 person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES ========== In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. April 22, 2006 PTM PUBLICATIONS INCORPORATED, Registrant /s/ Jasmin Bin Omar Jayaseelan ------------------------------------- By: Jasmin Bin Omar Jayaseelan, Principal Executive Officer /s/ Cheryl Lim Phaik Suan ------------------------------------- Cheryl Lim Phaik Suan, Principal Accounting Officer 46 EX-3.1 2 articles3-1.txt ARTICLES OF INCORPORATION EXHIBIT 3.1 =========== DEAN HELLER Secretary of State 206 North Carson Street Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.biz Articles of Incorporation (PURSUANT TO NRS 78) Entity # E0844442005-1 Document Number: 20050611552-47 Date Filed: 12/13/2005 10:49:45 AM In the office of /s/ Dean Heller Secretary of State 1. Name of Corporation: PTM PUBLICATIONS INCORPORATED 2. Resident Agent Name and Street Address: RESIDENT AGENTS OF NEVADA, INC. R/A#83364, 711 S. CARSON STREET, STE.#4, CARSON CITY, NEVADA, 89701 3. Shares: 50,000,000 shares with a par value of $0.001 4. Names and Addresses of Board of Directors: Dwight Alan Teegardin, 711 S. Carson Street, Suite 4, Carson City, NV. 89701 5. Purpose: ANY LEGAL PURPOSE 6. Name, Address and Signature of Incorporator: SANDRA L. MILLER, 711 S. CARSON STREET, CARSON CITY, NEVADA, 89701 7. Certificate of Acceptance of Appointment of Resident Agent: I hereby accept appointment as Resident Agent for the above-named corporation. /s/ SANDRA L. MILLER December 13, 2005 1 ARTICLES OF INCORPORATION of PTM PUBLICATIONS INCORPORATED A Nevada Corporation I, the undersigned, being the original incorporator herein named, for the purpose of forming a corporation under and pursuant to Chapter 78 of the Nevada Revised Statutes, the general corporation laws of the State of Nevada, do make and file these Articles of Incorporation declaring and certifying that the facts herein stated are true: ARTICLE I NAME The name of the corporation is PTM Publications Incorporated. ARTICLE II PRINCIPLE OFFICE Section 2.01 Resident Agent. The name and address of its resident agent for service process is Resident Agents of Nevada, Inc 711 S. Carson, Ste 4, Carson City, Nevada 89701. Section 2.02 Other Offices. The corporation may also maintain offices for the transaction of any business at such other places within or without the State of Nevada as it may from time to time determine. Corporate business of every kind and nature maybe conducted, and meetings of directors and stockholders held outside the State of Nevada with the same effect as if in the State of Nevada. ARTICLE III PURPOSE The corporation is organized for the purpose of engaging in any lawful activity, within or without the State of Nevada. ARTICLE IV SHARES OF STOCK Section 4.01 Number and Class. The amount of the total authorized capital stock of this corporation is Fifty Million (50,000,000) shares with a par value of $.001 designated as Common Stock. The Common Stock may be issued from time to time without action by the stockholders. The Common Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors. The Board of Directors may issue such shares of Common Stock in one or more eries, with such voting powers, designations, preferences and rights or qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions adopted by them. Section 4.02 No Preemptive Rights. Holders of the Common Stock of the corporation shall not have any preference, preemptive rights, or right of subscription to acquire any shares of the corporation authorized, issued or sold, or to be authorized, issued or sold, or to any obligations or shares authorized or issued or to be authorized or issued, and convertible into shares of the corporation , nor to any right of subscription thereto, other than the extent, if any, the Board of Directors in its discretion, may determine from time to time. 2 Section 4.03 Assessment of Shares. The Common Stock of the corporation, after the amount of the subscription price has been paid, in money, property or services, as the directors of the corporation shall determine, shall not be subject to assessment to pay the debts of the corporation, nor for any other purpose, and no stock issued as fully paid shall ever be assessable or assessed, and the Articles of Incorporation shall not be amended in this particular. ARTICLE V DIRECTORS Section 5.01 Governing Board. The members of the Board of Directors of the corporations shall be styled directors. Section 5.02 Initial Board of Directors. The Board of Directors shall consist of at least one (1) but no more than five (5) members. The name(s) and address(es) of the initial members of the Board of Directors are as follows: NAME ADDRESS Dwight Alan Teegardin of 711 S. Carson, Suite 4, Carson City, Nevada 89701 These individuals shall serve as directors of the corporation until the first annual meeting of the stockholders or until their successors shall have been elected and qualified. Section 5.03 Change in the Number of Directors. The number of directors may be increased or decreased by duly adopted amendments to the By-laws of the corporation. ARTICLE VI INCORPORATORS The name and address of the sole incorporator is Sandra L. Miller 711 S. Carson S, Ste 4 Carson City, Nevada 89701. ARTICLE VII PERIOD OF DURATION This corporation is to have A PERPETUAL existence. ARTICLE VIII DIRECTORS AND OFFICERS' LIABILITY A director or officer of the corporation shall not be personally liable to this corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, but this Article shall not eliminate or limit the liability of a director or officer for i) acts of fraud or a knowing violation of th e law, or ii) the unlawful payment of dividends. Any repeal or modification of this Article by the stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the corporation for acts and omissions prior to such repeal or modification. ARTICLE IX INDEMNITY Every person who was or is party to, or is threatened to be made a party to, or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he, or a person of whom he is the legal representative, is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability and loss (including attorneys? fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connections therewith. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. The expenses of officers and directors incurred in defending a civil or criminal action, suit or 3 proceeding must be paid by the corporation as they are incurred and in advance adopt By-laws from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprises, against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the corporation would have the power to indemnify such person. The indemnification provided in this Article shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such person. ARTICLE X AMENDMENTS Subject at all times to the express provisions of Section 4.03, hereof, which c annot be amended, this corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles of Incorporation or its By-laws, in the manner now or hereafter prescribed by statute or by these Articles of Incorporation or said By-laws, and all rights conferred upon the stockholders are granted subject to this reservation. ARTICLE XI POWERS OF DIRECTORS In furtherance, and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized: (1) Subject to the By-laws, if any, adopted by the stockholders, to make, alter or repeal the By-laws of the corporation; (2) To authorize and cause to be executed mortgages and liens, with or without limit as to amount, upon the real and personal property of the corporation; (3) To authorize the guarantee by the corporation of securities, evidences of indebtedness and obligations of other persons, corporations and business entities; (4) To set apart out of any funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve; and (5) By resolution adopted by a majority of the whole Board of Directors, to designate one or more committees, each committee to consist of one or more of the directors of the corporation, which, to the extent provided in the resolution or in the By-laws of the Board of Directors in the management of the business and affairs of the corporation, any may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the By-laws of the corporation or as maybe determined from time to time by resolution adopted by the Board of Directors. All corporate powers of the corporation shall be exercised by the Board of Directors, except as otherwise provided herein or by law. IN WITNESS WHEREOF, I have hereto set my hand this 13th day of December, 2005, hereby declaring and certifying that the facts stated herein above are true. /s/ SANDRA L. MILLER By: Sandra L. Miller, Sole Incorporator 4 ACKNOWLEDGMENT -------------- STATE OF NEVADA ) ) ss: CITY OF CARSON ) On this 13th day of December, 2005, Sandra L. Miller personally appeared before me,a Notary Public, and acknowledged to me that she executed the foregoing instrument for the purposes therein set forth. /s/ Diane E. Kalinowski, Notary Public State of Nevada Appointment No. 99-58966-5 My appt. espires Oct 24, 2007 CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT ---------------------------------------------------------- IN THE MATTER OF: PTM PUBLICAITONS, INC. Resident Agents of Nevada, Inc., Resident Agent #83364, with address at 711 S. Carson, Suite 4, Carson City, Nevada 89701, hereby accepts the appointment as Resident Agent of the above-entitled corporation in accordance with NRS 78.090. Furthermore, that the mailing address for the above registerest office is as set forth above. IN WITNESS WHEREOF, I hereunto set my hand this 13th day of December, 2005. By: /s/ Sandra L. Miller Resident Agents of Nevada, Inc. Resident Agent #83364 Resident Agents 5 EX-3.2 3 bylaws3-2.txt BYLAWS EXHIBIT 3.2 =========== BYLAWS OF PTM PUBLICATIONS INCORPORATED ARTICLE I OFFICES Section 1.01 Location of Offices. The corporation may maintain such offices within or without the State of Nevada as the Board of Directors may from time to time designate or require. Section 1.02 Principal Office. The address of the principal office of the corporation shall be at the address of the registered office of the corporation as so designated in the office of the Lieutenant Governor/ Secretary of State of the state of incorporation, or at such other address as the Board of Directors shall from time to time determine. ARTICLE II SHAREHOLDERS Section 2.01 Annual Meeting. The annual meeting of the shareholders shall be held in March of each year or at such other time designated by the Board of Directors and as is provided for in the notice of the meeting, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of directors shall not be held on the day designated for the annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be convenient. Section 2.02 Special Meetings. Special meetings of the shareholders may be called at any time by the chairman of the board, the president, or by the Board of Directors, or in their absence or disability, by any vice president, and shall be called by the president or, in his or her absence or disability, by a vice president or by the secretary on the written request of the holders of not less than one-tenth of all the shares entitled to vote at the meeting, such written request to state the purpose or purposes of the meeting and to be delivered to the president, each vice-president, or secretary. In case of failure to call such meeting within 60 days after such request, such shareholder or shareholders may call the same. Section 2.03 Place of Meetings. The Board of Directors may designate any place, either within or without the state of incorporation, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the state of incorporation, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be at the principal office of the corporation. Section 2.04 Notice of Meetings. The secretary or assistant secretary, if any, shall cause notice of the time, place, and purpose or purposes of all meetings of the shareholders (whether annual or special), to be mailed at least 10 days, but not more than 50 days, prior to the meeting, to each shareholder of record entitled to vote. Section 2.05 Waiver of Notice. Any shareholder may waive notice of any meeting of shareholders (however called or noticed, whether or not called or noticed and whether before, during, or after the meeting), by signing a written waiver of notice or a consent to the holding of such meeting, or an approval of the minutes thereof. Attendance at a meeting, in person or by proxy, shall constitute waiver of all defects of call or notice regardless of whether waiver, consent, or approval is signed or any objections are made. All such waivers, consents, or approvals shall be made a part of the minutes of the meeting. Section 2.06 Fixing Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any annual meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may provide that the share transfer books shall be closed, for the purpose of determining shareholders entitled to notice of or to vote at such meeting, but not for a period exceeding 50 days. If the share transfer books are closed for the purpose of determining shareholders entitled to notice of or to vote at such meeting, such books shall be closed for at least 10 days immediately preceding such meeting. In lieu of closing the share transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than 50 and, in case of a meeting of shareholders, not less than 10 days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the share transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting or to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof. Failure to comply with this Section shall not affect the validity of any action taken at a meeting of shareholders. Section 2.07 Voting Lists. The officer or agent of the corporation having charge of the share transfer books for shares of the corporation shall make, at least 10 days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of, and the number of shares held by each, which list, for a period of 10 days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder during the whole time of the meeting. The original share transfer book shall be prima facie evidence as to the shareholders who are entitled to examine such list or transfer books, or to vote at any meeting of shareholders. Section 2.08 Quorum. One-half of the total voting power of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the shareholders. If a quorum is present, the affirmative vote of the majority of the voting power represented by shares at the meeting and entitled to vote on the subject shall constitute action by the shareholders, unless the vote of a greater number or voting by classes is required by the laws of the state of incorporation of the corporation or the Articles of Incorporation. If less than one-half of the outstanding voting power is represented at a meeting, a majority of the voting power represented by shares so present may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. Section 2.09 Voting of Shares. Each outstanding share of the corporation entitled to vote shall be entitled to one vote on each matter submitted to vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any class or series of stock are determined and specified as greater or lesser than one vote per share in the manner provided by the Articles of Incorporation. Section 2.10 Proxies. At each meeting of the shareholders, each shareholder entitled to vote shall be entitled to vote in person or by proxy; provided, however, that the right to vote by proxy shall exist only in case the instrument authorizing such proxy to act shall have been executed in writing by the registered holder or holders of such shares, as the case may be, as shown on the share transfer of the corporation or by his or her or her attorney thereunto duly authorized in writing. Such instrument authorizing a proxy to act shall be delivered at the beginning of such meeting to the secretary of the corporation or to such other officer or person who may, in the absence of the secretary, be acting as secretary of the meeting. In the event that any such instrument shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or if only one be present, that one shall (unless the instrument shall otherwise provide) have all of the powers conferred by the instrument on all persons so designated. Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held and the persons whose shares are pledged shall be entitled to vote, unless in the transfer by the pledge or on the books of the corporation he or she shall have expressly empowered the pledgee to vote thereon, in which case the pledgee, or his or her or her proxy, may represent such shares and vote thereon. Section 2.11 Written Consent to Action by Shareholders. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by a majority of the shareholders entitled to vote with respect to the subject matter thereof. ARTICLE III DIRECTORS Section 3.01 General Powers. The property, affairs, and business of the corporation shall be managed by its Board of Directors. The Board of Directors may exercise all the powers of the corporation whether derived from law or the Articles of Incorporation, except such powers as are by statute, by the Articles of Incorporation or by these Bylaws, vested solely in the shareholders of the corporation. Section 3.02 Number, Term, and Qualifications. The Board of Directors shall consist of one to nine persons. Increases or decreases to said number may be made, within the numbers authorized by the Articles of Incorporation, as the Board of Directors shall from time to time determine by amendment to these Bylaws. An increase or a decrease in the number of the members of the Board of Directors may also be had upon amendment to these Bylaws by a majority vote of all of the shareholders, and the number of directors to be so increased or decreased shall be fixed upon a majority vote of all of the shareholders of the corporation. Each director shall hold office until the next annual meeting of shareholders of the corporation and until his or her successor shall have been elected and shall have qualified. Directors need not be residents of the state of incorporation or shareholders of the corporation. Section 3.03 Classification of Directors. In lieu of electing the entire number of directors annually, the Board of Directors may provide that the directors be divided into either two or three classes, each class to be as nearly equal in number as possible, the term of office of the directors of the first class to expire at the first annual meeting of shareholders after their election, that of the second class to expire at the second annual meeting after their election, and that of the third class, if any, to expire at the third annual meeting after their election. At each annual meeting after such classification, the number of directors equal to the number of the class whose term expires at the time of such meeting shall be elected to hold office until the second succeeding annual meeting, if there be two classes, or until the third succeeding annual meeting, if there be three classes. Section 3.04 Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this bylaw immediately following, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide by resolution the time and place, either within or without the state of incorporation, for the holding of additional regular meetings without other notice than such resolution. Section 3.05 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the president, vice president, or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the state of incorporation, as the place for holding any special meeting of the Board of Directors called by them. Section 3.06 Meetings by Telephone Conference Call. Members of the Board of Directors may participate in a meeting of the Board of Directors or a committee of the Board of Directors by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting. Section 3.07 Notice. Notice of any special meeting shall be given at least 10 days prior thereto by written notice delivered personally or mailed to each director at his or her regular business address or residence, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting solely for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Section 3.08 Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. Section 3.09 Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, and the individual directors shall have no power as such. Section 3.10 Vacancies and Newly Created Directorship. If any vacancies shall occur in the Board of Directors by reason of death, resignation or otherwise, or if the number of directors shall be increased, the directors then in office shall continue to act and such vacancies or newly created directorships shall be filled by a vote of the directors then in office, though less than a quorum, in any way approved by the meeting. Any directorship to be filled by reason of removal of one or more directors by the shareholders may be filled by election by the shareholders at the meeting at which the director or directors are removed. Section 3.11 Compensation. By resolution of the Board of Directors, the directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Section 3.12 Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her or her dissent shall be entered in the minutes of the meeting, unless he or she shall file his or her or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered or certified mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action. Section 3.13 Resignations. A director may resign at any time by delivering a written resignation to either the president, a vice president, the secretary, or assistant secretary, if any. The resignation shall become effective on its acceptance by the Board of Directors; provided, that if the board has not acted thereon within ten days from the date presented, the resignation shall be deemed accepted. Section 3.14 Written Consent to Action by Directors. Any action required to be taken at a meeting of the directors of the corporation or any other action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, or all of the members of the committee, as the case may be. Such consent shall have the same legal effect as a unanimous vote of all the directors or members of the committee. Section 3.15 Removal. At a meeting expressly called for that purpose, one or more directors may be removed by a vote of a majority of the shares of outstanding stock of the corporation entitled to vote at an election of directors. ARTICLE IV OFFICERS Section 4.01 Number. The officers of the corporation shall be a president, one or more vice-presidents, as shall be determined by resolution of the Board of Directors, a secretary, a treasurer, and such other officers as may be appointed by the Board of Directors. The Board of Directors may elect, but shall not be required to elect, a chairman of the board and the Board of Directors may appoint a general manager. Section 4.02 Election, Term of Office, and Qualifications. The officers shall be chosen by the Board of Directors annually at its annual meeting. In the event of failure to choose officers at an annual meeting of the Board of Directors, officers may be chosen at any regular or special meeting of the Board of Directors. Each such officer (whether chosen at an annual meeting of the Board of Directors to fill a vacancy or otherwise) shall hold his or her office until the next ensuing annual meeting of the Board of Directors and until his or her successor shall have been chosen and qualified, or until his or her death, or until his or her resignation or removal in the manner provided in these Bylaws. Any one person may hold any two or more of such offices, except that the president shall not also be the secretary. No person holding two or more offices shall act in or execute any instrument in the capacity of more than one office. The chairman of the board, if any, shall be and remain a director of the corporation during the term of his or her office. No other officer need be a director. Section 4.03 Subordinate Officers, Etc. The Board of Directors from time to time may appoint such other officers or agents as it may deem advisable, each of whom shall have such title, hold office for such period, have such authority, and perform such duties as the Board of Directors from time to time may determine. The Board of Directors from time to time may delegate to any officer or agent the power to appoint any such subordinate officer or agents and to prescribe their respective titles, terms of office, authorities, and duties. Subordinate officers need not be shareholders or directors. Section 4.04 Resignations. Any officer may resign at any time by delivering a written resignation to the Board of Directors, the president, or the secretary. Unless otherwise specified therein, such resignation shall take effect on delivery. Section 4.05 Removal. Any officer may be removed from office at any special meeting of the Board of Directors called for that purpose or at a regular meeting, by vote of a majority of the directors, with or without cause. Any officer or agent appointed in accordance with the provisions of Section 4.03 hereof may also be removed, either with or without cause, by any officer on whom such power of removal shall have been conferred by the Board of Directors. Section 4.06 Vacancies and Newly Created Offices. If any vacancy shall occur in any office by reason of death, resignation, removal, disqualification, or any other cause, or if a new office shall be created, then such vacancies or new created offices may be filled by the Board of Directors at any regular or special meeting. Section 4.07 The Chairman of the Board. The Chairman of the Board, if there be such an officer, shall have the following powers and duties. (a) He or she shall preside at all shareholders' meetings; (b) He or she shall preside at all meetings of the Board of Directors; and (c) He or she shall be a member of the executive committee, if any. Section 4.08 The President. The president shall have the following powers and duties: (a) If no general manager has been appointed, he or she shall be the chief executive officer of the corporation, and, subject to the direction of the Board of Directors, shall have general charge of the business, affairs, and property of the corporation and general supervision over its officers, employees, and agents; (b) If no chairman of the board has been chosen, or if such officer is absent or disabled, he or she shall preside at meetings of the shareholders and Board of Directors; (c) He or she shall be a member of the executive committee, if any; (d) He or she shall be empowered to sign certificates representing shares of the corporation, the issuance of which shall have been authorized by the Board of Directors; and (e) He or she shall have all power and shall perform all duties normally incident to the office of a president of a corporation, and shall exercise such other powers and perform such other duties as from time to time may be assigned to him or her by the Board of Directors. Section 4.09 The Vice Presidents. The Board of Directors may, from time to time, designate and elect one or more vice presidents, one of whom may be designated to serve as executive vice president. Each vice president shall have such powers and perform such duties as from time to time may be assigned to him or her by the Board of Directors or the president. At the request or in the absence or disability of the president, the executive vice president or, in the absence or disability of the executive vice president, the vice president designated by the Board of Directors or (in the absence of such designation by the Board of Directors) by the president, the senior vice president, may perform all the duties of the president, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the president. Section 4.10 The Secretary. The secretary shall have the following powers and duties: (a) He or she shall keep or cause to be kept a record of all of the proceedings of the meetings of the shareholders and of the board or directors in books provided for that purpose; (b) He or she shall cause all notices to be duly given in accordance with the provisions of these Bylaws and as required by statute; (c) He or she shall be the custodian of the records and of the seal of the corporation, and shall cause such seal (or a facsimile thereof) to be affixed to all certificates representing shares of the corporation prior to the issuance thereof and to all instruments, the execution of which on behalf of the corporation under its seal shall have been duly authorized in accordance with these Bylaws, and when so affixed, he or she may attest the same; (d) He or she shall assume that the books, reports, statements, certificates, and other documents and records required by statute are properly kept and filed; (e) He or she shall have charge of the share books of the corporation and cause the share transfer books to be kept in such manner as to show at any time the amount of the shares of the corporation of each class issued and outstanding, the manner in which and the time when such stock was paid for, the names alphabetically arranged and the addresses of the holders of record thereof, the number of shares held by each holder and time when each became such holder or record; and he or she shall exhibit at all reasonable times to any director, upon application, the original or duplicate share register. He or she shall cause the share book referred to in Section 6.04 hereof to be kept and exhibited at the principal office of the corporation, or at such other place as the Board of Directors shall determine, in the manner and for the purposes provided in such Section; (f) He or she shall be empowered to sign certificates representing shares of the corporation, the issuance of which shall have been authorized by the Board of Directors; and (g) He or she shall perform in general all duties incident to the office of secretary and such other duties as are given to him or her by these Bylaws or as from time to time may be assigned to him or her by the Board of Directors or the president. Section 4.11 The Treasurer. The treasurer shall have the following powers and duties: (a) He or she shall have charge and supervision over and be responsible for the monies, securities, receipts, and disbursements of the corporation; (b) He or she shall cause the monies and other valuable effects of the corporation to be deposited in the name and to the credit of the corporation in such banks or trust companies or with such banks or other depositories as shall be selected in accordance with Section 5.03 hereof; (c) He or she shall cause the monies of the corporation to be disbursed by checks or drafts (signed as provided in Section 5.04 hereof) drawn on the authorized depositories of the corporation, and cause to be taken and preserved property vouchers for all monies disbursed; (d) He or she shall render to the Board of Directors or the president, whenever requested, a statement of the financial condition of the corporation and of all of this transactions as treasurer, and render a full financial report at the annual meeting of the shareholders, if called upon to do so; (e) He or she shall cause to be kept correct books of account of all the business and transactions of the corporation and exhibit such books to any director on request during business hours; (f) He or she shall be empowered from time to time to require from all officers or agents of the corporation reports or statements given such information as he or she may desire with respect to any and all financial transactions of the corporation; and (g) He or she shall perform in general all duties incident to the office of treasurer and such other duties as are given to him or her by these Bylaws or as from time to time may be assigned to him or her by the Board of Directors or the president. Section 4.12 General Manager. The Board of Directors may employ and appoint a general manager who may, or may not, be one of the officers or directors of the corporation. The general manager, if any shall have the following powers and duties: (a) He or she shall be the chief executive officer of the corporation and, subject to the directions of the Board of Directors, shall have general charge of the business affairs and property of the corporation and general supervision over its officers, employees, and agents: (b) He or she shall be charged with the exclusive management of the business of the corporation and of all of its dealings, but at all times subject to the control of the Board of Directors; (c) Subject to the approval of the Board of Directors or the executive committee, if any, he or she shall employ all employees of the corporation, or delegate such employment to subordinate officers, and shall have authority to discharge any person so employed; and (d) He or she shall make a report to the president and directors as often as required, setting forth the results of the operations under his or her charge, together with suggestions looking toward improvement and betterment of the condition of the corporation, and shall perform such other duties as the Board of Directors may require. Section 4.13 Salaries. The salaries and other compensation of the officers of the corporation shall be fixed from time to time by the Board of Directors, except that the Board of Directors may delegate to any person or group of persons the power to fix the salaries or other compensation of any subordinate officers or agents appointed in accordance with the provisions of Section 4.03 hereof. No officer shall be prevented from receiving any such salary or compensation by reason of the fact that he or she is also a director of the corporation. Section 4.14 Surety Bonds. In case the Board of Directors shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sums and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his or her duties to the corporation, including responsibility for negligence and for the accounting of all property, monies, or securities of the corporation which may come into his or her hands. ARTICLE V EXECUTION OF INSTRUMENTS, BORROWING OF MONEY, AND DEPOSIT OF CORPORATE FUNDS Section 5.01 Execution of Instruments. Subject to any limitation contained in the Articles of Incorporation or these Bylaws, the president or any vice president or the general manager, if any, may, in the name and on behalf of the corporation, execute and deliver any contract or other instrument authorized in writing by the Board of Directors. The Board of Directors may, subject to any limitation contained in the Articles of Incorporation or in these Bylaws, authorize in writing any officer or agent to execute and delivery any contract or other instrument in the name and on behalf of the corporation; any such authorization may be general or confined to specific instances. Section 5.02 Loans. No loans or advances shall be contracted on behalf of the corporation, no negotiable paper or other evidence of its obligation under any loan or advance shall be issued in its name, and no property of the corporation shall be mortgaged, pledged, hypothecated, transferred, or conveyed as security for the payment of any loan, advance, indebtedness, or liability of the corporation, unless and except as authorized by the Board of Directors. Any such authorization may be general or confined to specific instances. Section 5.03 Deposits. All monies of the corporation not otherwise employed shall be deposited from time to time to its credit in such banks and or trust companies or with such bankers or other depositories as the Board of Directors may select, or as from time to time may be selected by any officer or agent authorized to do so by the Board of Directors. Section 5.04 Checks, Drafts, Etc. All notes, drafts, acceptances, checks, endorsements, and, subject to the provisions of these Bylaws, evidences of indebtedness of the corporation, shall be signed by such officer or officers or such agent or agents of the corporation and in such manner as the Board of Directors from time to time may determine. Endorsements for deposit to the credit of the corporation in any of its duly authorized depositories shall be in such manner as the Board of Directors from time to time may determine. Section 5.05 Bonds and Debentures. Every bond or debenture issued by the corporation shall be evidenced by an appropriate instrument which shall be signed by the president or a vice president and by the secretary and sealed with the seal of the corporation. The seal may be a facsimile, engraved or printed. Where such bond or debenture is authenticated with the manual signature of an authorized officer of the corporation or other trustee designated by the indenture of trust or other agreement under which such security is issued, the signature of any of the corporation's officers named thereon may be a facsimile. In case any officer who signed, or whose facsimile signature has been used on any such bond or debenture, should cease to be an officer of the corporation for any reason before the same has been delivered by the corporation, such bond or debenture may nevertheless be adopted by the corporation and issued and delivered as through the person who signed it or whose facsimile signature has been used thereon had not ceased to be such officer. Section 5.06 Sale, Transfer, Etc. of Securities. Sales, transfers, endorsements, and assignments of stocks, bonds, and other securities owned by or standing in the name of the corporation, and the execution and delivery on behalf of the corporation of any and all instruments in writing incident to any such sale, transfer, endorsement, or assignment, shall be effected by the president, or by any vice president, together with the secretary, or by any officer or agent thereunto authorized by the Board of Directors. Section 5.07 Proxies. Proxies to vote with respect to shares of other corporations owned by or standing in the name of the corporation shall be executed and delivered on behalf of the corporation by the president or any vice president and the secretary or assistant secretary of the corporation, or by any officer or agent thereunder authorized by the Board of Directors. ARTICLE VI CAPITAL SHARES Section 6.01 Share Certificates. Every holder of shares in the corporation shall be entitled to have a certificate, signed by the president or any vice president and the secretary or assistant secretary, and sealed with the seal (which may be a facsimile, engraved or printed) of the corporation, certifying the number and kind, class or series of shares owned by him or her in the corporation; provided, however, that where such a certificate is countersigned by (a) a transfer agent or an assistant transfer agent, or (b) registered by a registrar, the signature of any such president, vice president, secretary, or assistant secretary may be a facsimile. In case any officer who shall have signed, or whose facsimile signature or signatures shall have been used on any such certificate, shall cease to be such officer of the corporation, for any reason, before the delivery of such certificate by the corporation, such certificate may nevertheless be adopted by the corporation and be issued and delivered as though the person who signed it, or whose facsimile signature or signatures shall have been used thereon, has not ceased to be such officer. Certificates representing shares of the corporation shall be in such form as provided by the statutes of the state of incorporation. There shall be entered on the share books of the corporation at the time of issuance of each share, the number of the certificate issued, the name and address of the person owning the shares represented thereby, the number and kind, class or series of such shares, and the date of issuance thereof. Every certificate exchanged or returned to the corporation shall be marked "Canceled" with the date of cancellation. Section 6.02 Transfer of Shares. Transfers of shares of the corporation shall be made on the books of the corporation by the holder of record thereof, or by his or her attorney thereunto duly authorized by a power of attorney duly executed in writing and filed with the secretary of the corporation or any of its transfer agents, and on surrender of the certificate or certificates, properly endorsed or accompanied by proper instruments of transfer, representing such shares. Except as provided by law, the corporation and transfer agents and registrars, if any, shall be entitled to treat the holder of record of any stock as the absolute owner thereof for all purposes, and accordingly, shall not be bound to recognize any legal, equitable, or other claim to or interest in such shares on the part of any other person whether or not it or they shall have express or other notice thereof. Section 6.03 Regulations. Subject to the provisions of this Article VI and of the Articles of Incorporation, the Board of Directors may make such rules and regulations as they may deem expedient concerning the issuance, transfer, redemption, and registration of certificates for shares of the corporation. Section 6.04 Maintenance of Stock Ledger at Principal Place of Business. A share book (or books where more than one kind, class, or series of stock is outstanding) shall be kept at the principal place of business of the corporation, or at such other place as the Board of Directors shall determine, containing the names, alphabetically arranged, of original shareholders of the corporation, their addresses, their interest, the amount paid on their shares, and all transfers thereof and the number and class of shares held by each. Such share books shall at all reasonable hours be subject to inspection by persons entitled by law to inspect the same. Section 6.05 Transfer Agents and Registrars. The Board of Directors may appoint one or more transfer agents and one or more registrars with respect to the certificates representing shares of the corporation, and may require all such certificates to bear the signature of either or both. The Board of Directors may from time to time define the respective duties of such transfer agents and registrars. No certificate for shares shall be valid until countersigned by a transfer agent, if at the date appearing thereon the corporation had a transfer agent for such shares, and until registered by a registrar, if at such date the corporation had a registrar for such shares. Section 6.06 Closing of Transfer Books and Fixing of Record Date. (a) The Board of Directors shall have power to close the share books of the corporation for a period of not to exceed 50 days preceding the date of any meeting of shareholders, or the date for payment of any dividend, or the date for the allotment of rights, or capital shares shall go into effect, or a date in connection with obtaining the consent of shareholders for any purpose. (b) In lieu of closing the share transfer books as aforesaid, the Board of Directors may fix in advance a date, not exceeding 50 days preceding the date of any meeting of shareholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital shares shall go into effect, or a date in connection with obtaining any such consent, as a record date for the determination of the shareholders entitled to a notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent. (c) If the share transfer books shall be closed or a record date set for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for, or such record date shall be, at least 10 days immediately preceding such meeting. Section 6.07 Lost or Destroyed Certificates. The corporation may issue a new certificate for shares of the corporation in place of any certificate theretofore issued by it, alleged to have been lost or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate or his or her legal representatives, to give the corporation a bond in such form and amount as the Board of Directors may direct, and with such surety or sureties as may be satisfactory to the board, to indemnify the corporation and its transfer agents and registrars, if any, against any claims that may be made against it or any such transfer agent or registrar on account of the issuance of such new certificate. A new certificate may be issued without requiring any bond when, in the judgment of the Board of Directors, it is proper to do so. Section 6.08 No Limitation on Voting Rights; Limitation on Dissenter's Rights. To the extent permissible under the applicable law of any jurisdiction to which the corporation may become subject by reason of the conduct of business, the ownership of assets, the residence of shareholders, the location of offices or facilities, or any other item, the corporation elects not to be governed by the provisions of any statute that (i) limits, restricts, modified, suspends, terminates, or otherwise affects the rights of any shareholder to cast one vote for each share of common stock registered in the name of such shareholder on the books of the corporation, without regard to whether such shares were acquired directly from the corporation or from any other person and without regard to whether such shareholder has the power to exercise or direct the exercise of voting power over any specific fraction of the shares of common stock of the corporation issued and outstanding or (ii) grants to any shareholder the right to have his or her stock redeemed or purchased by the corporation or any other shareholder on the acquisition by any person or group of persons of shares of the corporation. In particular, to the extent permitted under the laws of the state of incorporation, the corporation elects not to be governed by any such provision, including the provisions of the Nevada Control Share Acquisitions Act, Sections 78.378 to 78.3793, inclusive, of the Nevada Revised Statutes, or any statute of similar effect or tenor. ARTICLE VII EXECUTIVE COMMITTEE AND OTHER COMMITTEES Section 7.01 How Constituted. The Board of Directors may designate an executive committee and such other committees as the Board of Directors may deem appropriate, each of which committees shall consist of two or more directors. Members of the executive committee and of any such other committees shall be designated annually at the annual meeting of the Board of Directors; provided, however, that at any time the Board of Directors may abolish or reconstitute the executive committee or any other committee. Each member of the executive committee and of any other committee shall hold office until his or her successor shall have been designated or until his or her resignation or removal in the manner provided in these Bylaws. Section 7.02 Powers. During the intervals between meetings of the Board of Directors, the executive committee shall have and may exercise all powers of the Board of Directors in the management of the business and affairs of the corporation, except for the power to fill vacancies in the Board of Directors or to amend these Bylaws, and except for such powers as by law may not be delegated by the Board of Directors to an executive committee. Section 7.03 Proceedings. The executive committee, and such other committees as may be designated hereunder by the Board of Directors, may fix its own presiding and recording officer or officers, and may meet at such place or places, at such time or times and on such notice (or without notice) as it shall determine from time to time. It will keep a record of its proceedings and shall report such proceedings to the Board of Directors at the meeting of the Board of Directors next following. Section 7.04 Quorum and Manner of Acting. At all meeting of the executive committee, and of such other committees as may be designated hereunder by the Board of Directors, the presence of members constituting a majority of the total authorized membership of the committee shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the members present at any meeting at which a quorum is present shall be the act of such committee. The members of the executive committee, and of such other committees as may be designated hereunder by the Board of Directors, shall act only as a committee and the indiviual members thereof shall have no powers as such. Section 7.05 Resignations. Any member of the executive committee, and of such other committees as may be designated hereunder by the Board of Directors, may resign at any time by delivering a written resignation to either the president, the secretary, or assistant secretary, or to the presiding officer of the committee of which he or she is a member, if any shall have been appointed and shall be in office. Unless otherwise specified herein, such resignation shall take effect on delivery. Section 7.06 Removal. The Board of Directors may at any time remove any member of the executive committee or of any other committee designated by it hereunder either for or without cause. Section 7.07 Vacancies. If any vacancies shall occur in the executive committee or of any other committee designated by the Board of Directors hereunder, by reason of disqualification, death, resignation, removal, or otherwise, the remaining members shall, until the filling of such vacancy, constitute the then total authorized membership of the committee and, provided that two or more members are remaining, continue to act. Such vacancy may be filled at any meeting of the Board of Directors. Section 7.08 Compensation. The Board of Directors may allow a fixed sum and expenses of attendance to any member of the executive committee, or of any other committee designated by it hereunder, who is not an active salaried employee of the corporation for attendance at each meeting of said committee. ARTICLE VIII INDEMNIFICATION, INSURANCE, AND OFFICER AND DIRECTOR CONTRACTS Section 8.01 Indemnification: Third Party Actions. The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees) judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with any such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, he or she had reasonable cause to believe that his or her conduct was unlawful. Section 8.02 Indemnification: Corporate Actions. The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such a person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine on application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. Section 8.03 Determination. To the extent that a director, officer, employee, or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 8.01 and 8.02 hereof, or in defense of any claim, issue, or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith. Any other indemnification under Sections 8.01 and 8.02 hereof, shall be made by the corporation upon a determination that indemnification of the officer, director, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 8.01 and 8.02 hereof. Such determination shall be made either (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding; or (ii) by independent legal counsel on a written opinion; or (iii) by the shareholders by a majority vote of a quorum of shareholders at any meeting duly called for such purpose. Section 8.04 General Indemnification. The indemnification provided by this Section shall not be deemed exclusive of any other indemnification granted under any provision of any statute, in the corporation's Articles of Incorporation, these Bylaws, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent, and shall inure to the benefit of the heirs and legal representatives of such a person. Section 8.05 Advances. Expenses incurred in defending a civil or criminal action, suit, or proceeding as contemplated in this Section may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding upon a majority vote of a quorum of the Board of Directors and upon receipt of an undertaking by or on behalf of the director, officers, employee, or agent to repay such amount or amounts unless if it is ultimately determined that he or she is to indemnified by the corporation as authorized by this Section. Section 8.06 Scope of Indemnification. The indemnification authorized by this Section shall apply to all present and future directors, officers, employees, and agents of the corporation and shall continue as to such persons who ceases to be directors, officers, employees, or agents of the corporation, and shall inure to the benefit of the heirs, executors, and administrators of all such persons and shall be in addition to all other indemnification permitted by law. 8.07. Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against any such liability and under the laws of the state of incorporation, as the same may hereafter be amended or modified. ARTICLE IX FISCAL YEAR The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. ARTICLE X DIVIDENDS The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and on the terms and conditions provided by the Articles of Incorporation and these Bylaws. ARTICLE XI AMENDMENTS All Bylaws of the corporation, whether adopted by the Board of Directors or the shareholders, shall be subject to amendment, alteration, or repeal, and new Bylaws may be made, except that: (a) No Bylaws adopted or amended by the shareholders shall be altered or repealed by the Board of Directors. (b) No Bylaws shall be adopted by the Board of Directors which shall require more than a majority of the voting shares for a quorum at a meeting of shareholders, or more than a majority of the votes cast to constitute action by the shareholders, except where higher percentages are required by law; provided, however that (i) if any Bylaw regulating an impending election of directors is adopted or amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors, the Bylaws so adopted or amended or repealed, together with a concise statement of the changes made; and (ii) no amendment, alteration or repeal of this Article XI shall be made except by the shareholders. CERTIFICATE OF SECRETARY The undersigned does hereby certify that he is the secretary of PTM Publications Incorporated, a corporation duly organized and existing under and by virtue of the laws of the State of Nevada; that the above and foregoing Bylaws of said corporation were duly and regularly adopted as such by the Board of Directors of the corporation at a meeting of the Board of Directors, which was duly and regularly held on the 14th day of December, 2005, and that the above and foregoing Bylaws are now in full force and effect. DATED THIS 14th day of December, 2005. /s/ Jefferi Bin Omar Jayaseelan, Secretary EX-5 4 legalop-ex5.txt OPINION AND CONSENT OF COUNSEL EXHIBIT 5 - --------- LAW OFFICE OF MICHAEL M. KESSLER, P.C. April 21, 2006 Mr. Jasmin Bin Omar Jayaseelan PTM Publications, Inc. E-2-14 Block E, Plaza Damas Jalan Hartamas 1, Sri Hartamas Kuala Lumpur, Malaysia 50480 Re. Registration Statement on Form SB-2 Under the Securities Act of 1933 (the "Registration Statement"), of PTM Publications Incorporated, a Nevada corporation (the "Company") Dear Mr. Jayaseelan: We have acted as special counsel for the Company for the limited purpose of rendering this opinion in connection with the registration (pursuant to the Registration Statement) of the 1,200,000 shares (the "Shares") of the common stock, par value $0.001 per share, of the Company. In our capacity as special counsel to the Company, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents: 1. Certificate of Incorporation of the Company, as amended to date. 2. Bylaws of the Company, as amended to date. 3. The records of corporate proceedings relating to the issuance of the Shares and authorizing the offering. 4. Such other instruments and documents as we believe to be necessary for the purpose of rendering the following opinion. In such examinations, we have assumed the authenticity and completeness of all documents, certificates and records submitted to me as originals, the conformity to the original instruments of all documents, certificates and records submitted to me as copies, and the authenticity and completeness of the originals of such instruments. As to certain matters of fact relating to this opinion, we have relied on the accuracy and truthfulness of certificates of officers of the Company and on certificates of public officials, and have made such investigations of law as we have believed necessary and relevant. The Firm does not express any opinion as to the laws of any other jurisdiction other than the General Corporation Law of the State of Nevada (the "NVCL"), all applicable provisions of the State of Nevada Constitution and all reported judicial decisions interpreting those laws, as well as U.S. federal securities law. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any other state or any foreign jurisdiction. This opinion is limited to the laws, including the rules and regulations thereunder, as in effect on the date hereof. Based on the following we are of the following opinion: 1. PTM Publications Incorporated. (the ?Company") is a duly and legally organized and exiting Nevada state corporation, with its registered office located in Carson City, Nevada and its principal place of business located in Kuala Lumpur, Malaysia. The Articles of Incorporation and corporate registration fees were submitted to the Nevada Secretary of State's office and filed with the office on December 13, 2005. This information was verified by reviewing the Company's filing status at the Nevada Secretary of State WEB Site. Therefore, the Company's existence and form is valid and legal pursuant to the representation above. 1 2. The Company is a fully and duly incorporated Nevada corporate entity. The Company has one class of Common Stock at this time. Neither the Articles of Incorporation, Bylaws, and amendments thereto, nor any subsequent resolutions change the non-assessable characteristics of the Company's common shares of stock. The Common Stock previously issued by the Company is in legal form and in compliance with the laws of the State of Nevada, and when such stock was issued it was fully paid for and non-assessable. The common stock to be sold under this Form SB-2 Registration Statement is likewise legal under the laws of the State of Nevada. 3. To our knowledge, the Company is not a party to any legal proceedings nor are there any judgments against the Company, nor are there any actions or suits filed or threatened against it or its officers and directors, in their capacities as such, other than as set forth in the registration statement. We know of no disputes involving the Company and the Company has no claim, actions or inquires from any federal, state or other government agency, other than as set forth in the registration statement. We know of no claims against the Company or any reputed claims against it at this time, other than as set forth in the registration statement. 4. The Company's outstanding shares are all common shares. There is no liquidation preference rights held by any of the Shareholders upon voluntary or involuntary liquidation of the Company. 5. By directors' resolution, the Company has authorized the issuance of 1,200,000 shares of common stock for this offering. The Company's Articles of Incorporation presently provide the authority to the Company to issue up to 50,000,000 shares of Common Stock, $0.001 par value. Based upon the foregoing, we are of the opinion that the shares being offered for sale and issuable by the Company pursuant to this Registration Statement will be duly authorized and validly issued, fully paid and non-assessable when issued as contemplated by the registration statement. We do hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the references to this firm in the Registration Statement. In giving this consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. Yours truly, /s/ Michael M. Kessler Law Office of Michael M. Kessler, P.C. By: Michael M. Kessler, Esq 3436 AMERICAN RIVER DRIVE, SUITE 11 SACRAMENTO, CALIFORNIA 95864 E-MAIL ADRESS: mkessler@mkesslerlaw.net TELEPHONE (916) 239-4000 FACSIMILE (916) 239-4008 2 EX-23 5 auditorconsent.txt AUDITORS' CONSENT ARMANDO C. IBARRA Certified Public Accountants A Professional Corporation Armando C. Ibarra, C.P.A. Armando Ibarra, Jr., C.P.A., JD Members of the California Society of Certified Public Accountants Members of the American Institute of Certified Public Accountants Registered with the Public Company Accounting Oversight Board April 20, 2006 To Whom It May Concern: The firm of Armando C. Ibarra, Certified Public Accountants, APC consents to the inclusion of our report of March 10, 2006, on the audited financial statements of PTM Publications Incorporated (A Development Stage Company) as of February 28, 2006, in any filings that are necessary now or in the near future with the U.S. Securities and Exchange Commission. Very truly yours, /s/ ARMANDO C. IBARRA, C.P.A. By: Armando C. Ibarra, C.P.A. 371 E. Street, Chula Vista, CA 91910 Tel: (619) 422-1348 Fax: (619) 422-1465 EX-99 6 stocksub992.txt PROPOSED FORM OF SUBSCRIPTION AGREEMENT STOCK SUBSCRIPTION OFFER PTM PUBLICATIONS INCORPORATED TO: BOARD OF DIRECTORS: 1. Subscription: ____________________________ (the "Undersigned"), whose address is ________________________________________________________, hereby offers to subscribe for __________________________________________ (__________) shares of Common Stock (the "Shares") of PTM PUBLICATIONS INCORPORATED, a Nevada corporation ("the Company") whose address is 711 South Carson Street, Suite #4, Carson City NV, 89701. The par value of the Common Stock is $.001. The Undersigned agrees to pay $.05 per Share for such Shares, for an aggregate purchase price of __________________________________________________________________________ ($__________), payable at the time of subscription. 2. Representations and Warranties of the Undersigned: The Undersigned hereby represents and warrants that: A. The Undersigned is financially responsible, able to meet his/her/its obligations hereunder, and acknowledges this investment may be long term and is by its nature speculative; further, the Undersigned acknowledges he/she/it is financially capable of bearing the risk of this investment. B. The Undersigned has had substantial experience in business or investments in one or more of the following: (i) knowledge of and investment experience with securities, such as stocks and bonds; (ii) ownership of interests in new ventures and/or start-up companies; (iii) experience in business and financial dealings, and the Undersigned can protect his/her/its own interests in an investment of this nature and does not have a "Purchaser Representative," as that term is defined in Regulation D of the Securities Act of 1933, as amended, (the "Securities Act") and does not need such a Representative. C. The Undersigned is capable of bearing the high degree of economic risks and burdens of this investment, including, but not limited to, the possibility of complete loss of all his/her/its investment capital and the lack of a liquid public market, such that he/she/it may not be able to readily liquidate the investment whenever desired or at the then current asking price of the Stock. 1 D. At no time was the Undersigned presented with or solicited by anyleaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement, or any other form of general advertising otherwise than in connection and concurrently with this Offer. E. The Stock which the Undersigned hereby subscribes is being acquired solely for his/her/its own account, for investment, and is not being purchased with a view to or for the resale or distribution thereof and the Undersigned has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale or distribution. The foregoing representations and warranties shall be true and accurate as of the date hereof and as of the date of any acceptance of this Offer by the Company and shall survive the date of such acceptance by the Company. 3. Access to and Furnishing Information: The Company has provided the Undersigned with a copy of the Prospectus filed with the U.S. Securities and Exchange Commission. 4. Revocation: The undersigned agrees that he/she/it shall not cancel, terminate or revoke this Agreement or any provisions hereof or any agreement of the Undersigned made hereunder. 5. Notices: All notices or other communications given or made hereunder shall be in writing and shall be delivered or mailed by registered or certified mail, return receipt requested, postage prepaid, to the Undersigned or to the Company at their respective addresses set forth below. 6. Governing Law: This Agreement and other transactions contemplated hereunder shall be construed in accordance with and governed by the laws of the State of Nevada. 7. Entire Agreement: This Offer constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by all parties. IN WITNESS WHEREOF, the parties hereto have executed this Offer as of the date and year set forth below. DATED this ________ day of __________, ______. --------------------------------------------- Signature --------------------------------------------- Name (Please Print) --------------------------------------------- Address --------------------------------------------- City Province/State Postal/Zip Code --------------------------------------------- Telephone ACCEPTED BY: PTM PUBLICATIONS INCORPORATED __________________________________________ President and CEO -----END PRIVACY-ENHANCED MESSAGE-----