-----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, AsUhgdwmwmo+g0QST6Hge4vCixHhICP4RYlq9UUGRNLwCKyM2KbGtdyls9Onqcym gKBcEnHVcqc61zmJYm4UsQ== 0001093287-09-000057.txt : 20091022 0001093287-09-000057.hdr.sgml : 20091022 20091021201849 ACCESSION NUMBER: 0001093287-09-000057 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090831 FILED AS OF DATE: 20091022 DATE AS OF CHANGE: 20091021 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PTM Publications INC CENTRAL INDEX KEY: 0001355420 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 203936186 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-52044 FILM NUMBER: 091130934 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 10-Q/A 1 ptm10qa83109.htm AMENDED QUARTERLY REPORT ptm10qa83109.htm
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q/A
 
[X]   Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended August 31, 2009
 
[   ]  Transition report under Section 13 or 15(d) of the Exchange Act For the transition period from ---- to -----
 
Commission File Number  333-133575
 
PTM PUBLICATIONS INCORPORATED
(Exact name of registrant as specified in its charter)
NEVADA
20-3936186
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer
Identification No.)
E-2-14 Block E, Plaza Damas
Jalan Hartamas 1, Sri Hartamas
Kuala Lumpur, Malaysia
 
 
50480
(Address of principal executive offices)
(Zip Code)
   
Registrant's telephone number, including area code: (603) 525-3380
   
None
Former Name, Address and Fiscal Year, if Changed Since Last Report
 
Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]  No [  ]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ___ Accelerated filer ___ Non-accelerated filer   X

Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ X ] No [  ]
 
At August 31, 2009, there were 2,200,000 shares of our common stock issued and outstanding.
 
EXPLANATORY NOTE
 
This amendment is being filed to correct the following errors: (1) Consolidated Statements of Operations - - The basic earnings per share for the Six Months Ended August 31, 2008 was incorrectly disclosed as $0.04 per share; the correct disclosure is now $0.01 per share; (2) Same disclosure was corrected in the Results of Operations section of Item 2. - -Management's Discussion and Analysis of Financial Condition and Results of Operations for the Six Months Ended August 31, 2009 compared to the Six Months Ended August 31, 2008; (3) Added Loss from disposal of fixed asset in 2008 to both 3 and six-month period comparisons in Results of Operations; and (3) added the Consolidated Statements of Comprehensive Loss to the financial statements, which was previously omitted.
 

 
1



 
TABLE OF CONTENTS
 

   
Page
     
 
PART I - FINANCIAL INFORMATION
3
     
ITEM 1.
Consolidated Financial Statements
4
     
ITEM 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
15
     
ITEM 3.
Quantitative and Qualitative Disclosures About Market Risk
16
     
ITEM 4.
Controls and Procedures
16
     
 
PART II - OTHER INFORMATION
16
     
ITEM 1.
Legal Proceedings
16
     
ITEM 1A.
Risk Factors
16
     
ITEM 2.
Unregistered Sales of Equity Securities and Use of Proceeds
17
     
ITEM 3.
Defaults Upon Senior Securities
17
     
ITEM 4.
Submission of Matters to a Vote of Security Holders
17
     
ITEM 5.
Other Information
17
     
ITEM 6.   
Exhibits
17
     
  SIGNATURES  17
 
 
 
 


2


 
PART 1. FINANCIAL INFORMATION
 
Item 1. Financial Statements
 
The interim consolidated financial statements included herein have been prepared by us, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the period presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These interim consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in our annual report on Form 10-K for the fiscal year ended February 29, 2009, which can be found in its entirety on the SEC website at www.sec.gov under our SEC File Number 333-133575.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

3

 
 
PTM PUBLICATIONS INCORPORATED
(A Development Stage Company)
Consolidated Balance Sheets
   
           
ASSETS
       
     
(Unaudited)
 
(Audited)
     
As of
 
As of
     
August 31
 
February 28
     
2009
 
2009
     
$
 
  $
           
 
Current Assets
       
 
      Cash
 
                   3,221
 
                   3,068
 
Total Current Assets
 
                   3,221
 
                   3,068
           
 
Fixed Assets
 
                                                 2,073
 
                                              1,970
           
 
    Less:  Accumulated Depreciation
 
                      (967)
 
                      (720)
 
Fixed Assets, Net
 
                   1,107
 
                   1,250
           
 
       TOTAL ASSETS
 
                   4,328
 
                   4,318
           
           
LIABILITIES & STOCKHOLDERS' EQUITY
       
           
 
Current Liabilities
       
 
      Accounts Payable
 
60,941
 
49,615
 
      Loan Payable - (related party)
 
20,355
 
8,999
           
 
Total Current Liabilities
 
81,296
 
58,614
           
 
Total Liabilities
 
81,296
 
58,614
           
 
Stockholders' Equity
       
           
 
Common stock, ($0.001 par value, 50,000,000 shares authorized;
       
 
  2,200,000 and 2,200,000 shares issued and outstanding
       
 
  as of August 31, 2009 and February 29, 2009, respectively)
 
                   2,200
 
                   2,200
 
Additional paid-in capital
 
                 62,800
 
                 62,800
 
Deficit accumulated during development stage
 
             (147,052)
 
             (128,350)
 
Accumulated other comprehensive loss
       
 
   Foreign currency translation adjustments
 
                   5,084
 
                   9,055
           
           
 
Total Stockholders' Equity
 
               (76,968)
 
               (54,295)
           
 
       
       
 
       TOTAL LIABILITIES & STOCKHOLDERS' EQUITY
 
                   4,328
 
                   4,318
           
           
 
See Notes to Financial Statements
 

 
 
4

 


PTM PUBLICATIONS INCORPORATED
(A Development Stage Company)
Consolidated Statements of Operations (unaudited)
   
             
    Six Months Ended  Six Months Ended 
Three Months Ended
Three Months Ended
 Inception to
   
August 31
August 31 
August 31
August 31
August 31
    2009  2008 
2009
2008
2009
   
 $
 $
  $
  $
  $
             
             
 
Revenues
         
             
 
   Revenues
149 
                                -
                         149
                         19,295
 
Total Revenues
149 
                                -
                         149
                         19,295
             
 
Operating Costs
         
 
    Auditing Fees
6,926  6,798 
                               6,926
                          1,727
                        33,030
 
    Legal Fees
                                -
                                -
                           3,465
 
    Administrative Expenses
28 
                                8
                             -
                           8,562
 
    Wages & Salaries
12,224  13,554 
                           6,146
                           6,679
                         62,353
 
    Website & Magazine
                                -
                                -
                         16,167
 
    Printing Expenses
                                -
                         -
                         27,915
 
    Rent & Utilities Expense
2,456 
                                -
                                638
                           7,738
 
    Depreciation Expense
205  775 
                              103
                                195
                           2,717
 
Total Operating Costs
19,364 23,612 
                           13,184
                         9,239
                       161,947
             
 
Other Income & (Expenses)
   
                                
                                
                                
 
    Foreign Exchange Gain (Loss)
                                -
                                -
                              (59)
 
    Foreign Transaction Gain (Loss)
663  (305) 
                              309
 (324)
                              267
 
    Disposition/Retirement of Assets Gain (Loss)
(4,828) 
                                -
                                  (4,828)
                         (4,608)
 
Total Other Income & (Expenses)
663  (5,132) 
                              3094
                                 (5,152)
                         (4,400)
             
 
Net Income (Loss)
(18,701)  (28,595) 
                         (12,875)
                         (14,241)
                     (147,052)
             
 
Basic earnings per share
(0.01)  (0.01)  
                           (0.01)
                           (0.01)
                           
             
 
Weighted average number of
         
 
  common shares outstanding
2,200,000  2,200,000 
                    2,200,000
                    2,200,000
                   


See Notes to Financial Statements
 
5

 
 

 
PTM PUBLICATIONS INCORPORATED
(A Development Stage Company)
Consolidated Statements of Comprehensive Loss (Unaudited)
                     
                       
     
Six Months Ended
August 31
 
Six Months Ended
August 31
 
Three Months Ended
August 31 
 
Three Months Ended
August 31 
 
Inception to
August 31
     
2009
 
2008
 
2009
 
2008
 
2009
     
$
 
$
 
$
 
$
   
                       
                       
 
Net Loss
 
      (18,701)
 
  (28,595)
 
        (12,875)
 
       (14,241)
 
          (147,052)
                       
 
Foreign currency translation adjustment
       (3,971)
 
      2,093
 
             483
 
           1,726
 
               5,084
                       
                       
 
Comprehensive loss
 
      (22,672)
 
  (26,502)
 
        (12,392)
 
       (12,515)
 
          (141,968)
                       
                       
 
 
 
 
 
 
6

 
 
 
 
7


PTM PUBLICATIONS INCORPORATED AND SUBSIDIARY
 
(A Development Stage Company)
 
Consolidated Statement of Changes in Stockholders' Equity (Unaudited)
 
     
                           
                           
               
Deficit
 
Accumulated
     
   
Common
 
Common
 
Additional
 
Accumulated
 
Other
     
   
Stock
 
Stock
 
Paid-in
 
During
 
comprehensive
 
Total
 
       
Amount
 
Capital
 
Development
 
Income (loss)
     
       
 
 
 
 
Stage
 
 
     
       
  $
 
   $
 
  $
 
    $
  
  $
 
                           
                           
 
Balance, December 13, 2005
                         -
 
                -
 
                  -
 
                  -
 
                   -
 
                -
 
                           
 
Stock issued for cash on December 14, 2005
                       
 
 @ $0.005 per share
            1,000,000
 
              1,000
 
                4,000
         
              5,000
 
                           
 
Net loss,  February 28, 2006
           
                (983)
     
               (983)
 
                           
 
Foreign currency translation adjustments
               
                     34
 
                  34
 
                           
 
Balance, February 28, 2006
          1,000,000
 
 $         1,000
 
 $           4,000
 
 $             (983)
 
 $                 34
 
 $         4,051
 
                           
 
Stock issued for cash during the Quarter ended
                       
 
August 31, 2006 @ $0.05 per share
            1,200,000
 
              1,200
 
              58,800
         
            60,000
 
                           
 
Net loss,  February 28, 2007
           
            (30,088)
     
          (30,088)
 
                           
 
Foreign currency translation adjustments
               
                2,683
 
              2,683
 
                           
 
Balance, February 28, 2007
          2,200,000
 
 $         2,200
 
 $         62,800
 
 $        (31,071)
 
 $            2,717
 
 $       36,646
 
                           
                           
 
Net loss,  February 29, 2008
           
            (52,123)
     
          (52,123)
 
                           
 
Foreign currency translation adjustments
               
                   445
 
                445
 
                           
 
Balance, February 29, 2008
          2,200,000
 
            2,200
 
            62,800
 
           (83,194)
 
               3,162
 
         (15,032)
 
                           
                           
 
Net Loss, February 28, 2009
           
            (45,156)
     
          (45,156)
 
                           
 
Foreign currency translation adjustments
               
                5,893
 
              5,893
 
                           
 
Balance, February 28, 2009
          2,200,000
 
            2,200
 
            62,800
 
         (128,350)
 
               9,055
 
         (54,295)
 
                           
 
Net Loss, August 31, 2009
           
              (18,701)
     
            (18,701)
 
                           
 
Foreign currency translation adjustments
               
               (3,971)
 
            (3,971)
 
                           
 
Balance, August 31, 2009
          2,200,000
 
            2,200
 
            62,800
 
         (147,052)
 
             5,084
 
         (76,968)
 
                           
 
 
See Notes to Financial Statement

 
8

 

 
PTM PUBLICATIONS INCORPORATED
(A Development Stage Company)
Consolidated Statements of Cash Flows (Unaudited)
                       
                       
      Six Months Ended    Six Months Ended    Three Months Ended 
 
Three Months Ended
 
 Inception to
      August 31    August 31   
August 31
 
August 31
 
August 31
      2009    2008   
2009
 
2008
 
2009
             
  $
 
  $
 
  $
                       
                       
 
CASH FLOWS FROM OPERATING ACTIVITIES
                   
                       
 
    Net income (loss)
  (22,672)   (26,502)  
                 (12,392)
 
                 (12,515)
 
               (141,968)
 
    Adjustments to reconcile net loss to net cash
             
                          -
 
                          -
 
    provided by (used in) operating activities:
             
                          -
 
                          -
 
      Depreciation
  205   775  
                       103
 
                       195
 
                    2,717
 
      Increase Loss on Disposition of Assets
    4,828  
                          -
 
                       4,828
 
                    4,608
 
    Changes in operating assets and liabilities:
             
                          -
 
                          -
                 
                          -
 
                          -
 
      Accounts Receivable (Increase)
  -   -  
                          -
 
                          -
 
                          -
 
      Increase in prepaid expenses
  -   -  
                          -
 
                          -
 
                          -
 
      Accounts payable
  11,326   15,860  
                    1,467
 
                  6,861
 
                  60,941
 
     Net cash provided by (used in) operating activities
  (11,141)   (5,039)  
                     (10,822)
 
                      (631)
 
                 (73,702)
                       
 
CASH FLOWS FROM INVESTING ACTIVITIES
                   
                       
 
     Increase in security deposit
    -   1,658  
                          -
 
                     1,658
 
                          -
 
     Purchase of Fixed Assets
 
-
 
-
 
-
 
                       -
 
                 (11,468)
 
     Disposition of Fixed Assets
  -   2,329  
                          -
 
                         2,310
 
                    2,329
 
     Net cash provided by (used in) investing activities
  -   3,987  
                          -
 
                   3,968
 
                   (9,139)
                       
 
CASH FLOWS FROM FINANCING ACTIVITIES
                   
                       
 
     Bank Overdraw
  -   (27)  
                          -
 
                      -
 
                          -
       Loan payable - (related party)   11,357   4,037   10,766   (237)   20,355
 
     Issuance of common stock
  -   -  
                          -
 
                          -
 
                    2,200
 
     Additional paid-in capital
  -   -  
                          -
 
                          -
 
                  62,800
 
     Net cash provided by (used in) financing activities
  11,357   4,010  
                       10,766
 
                        (237)
 
                  85,355
                       
 
    Net increase (decrease) in cash
  216   2,958  
                 (56)
 
                        3,100
 
                    2,514
 
    Foreign Exchange Effect
  (63)   433  
                 14
 
297
 
                  707
 
    Cash at beginning of period
  3,068   95  
3,263
 
89
 
                          -
                       
 
    Cash at end of period
  3,221   3,486  
3,221
 
3,486
 
                    3,221
                       
                       
 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
                   
                       
 
Cash paid during year for :
                   
 
     Interest
  -   -  
                          -
 
                          -
 
                          -
 
     Income Taxes
  -   -  
                          -
 
                          -
 
                          -
                       
 
See Notes to Financial Statements


 
9

 


PTM PUBLICATIONS INCORPORATED
(A Development Stage Company)
Notes to the Consolidated Financial Statements
August 31, 2009


NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

PTM Publications Incorporated (the Company) was incorporated under the laws of the State of Nevada on December 13, 2005. The Company is in the development stage. Its activities to date have included capital formation, organization and development of its business plan. The Company has commenced operations.

The Company operates through its lone subsidiary:

PTM Publications Sdn Bhd, a Malaysian Corporation.

PTM Publications, Incorporated (the parent company) is now a holding company.


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Basis of Accounting

The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a February 28, year-end.

b. Basic Earnings per Share

In February 1997, the FASB issued SFAS No. 128, “Earnings Per Share”, which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. SFAS No. 128 supersedes the provisions of APB No. 15, and requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of SFAS No. 128 effective December 13, 2005 (inception).

Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.

c. Basis of Consolidation

The consolidated financial statements of PTM Publications, Incorporated include those accounts of PTM Publications Sdn Bhd, a Malaysian Corporation. PTM Publications, Incorporated owns title to all of the assets and liabilities of the consolidated financial statement. All significant inter-company transactions have been eliminated.

d. Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.


10




PTM PUBLICATIONS INCORPORATED
(A Development Stage Company)
Notes to the Consolidated Financial Statements
August 31, 2009


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

e. Depreciation

For financial and reporting purposes, the Company follows the policy of providing depreciation and amortization on the straight-line method over the estimated useful lives of the assets.

f. Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In accordance with FASB 16 all adjustments are normal and recurring.

g. Income Taxes

Income taxes are provided in accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be not realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

h. Comprehensive Income

The Company has adopted SFAS No. 130, “Reporting Comprehensive Income”, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Statements of Operations and Comprehensive Loss and Changes in Stockholders’ Equity. Comprehensive income is comprised of net income (loss) and all charges to stockholders’ equity except those resulting from investments by owners and distributions to owners.

i. Foreign Currency Translation and Transactions

The Company conducts business in Malaysia and the United States and uses the U.S. dollar as its reporting currency. The functional currency of the Malaysian subsidiary is the Ringgit Malaysia(RM). The financial statements of the Malaysian subsidiary have been translated under SFAS No. 52. Assets and liabilities are translated at the rate of exchange at the balance sheet date and revenues and expenses are translated at the average exchange rates during the year. The resulting exchange gains and losses are shown as a separated component of stockholders’ equity.
 
Transactions conducted in foreign currencies are translated as follows:

At the transaction date, each asset, liability, revenue and expense is translated by the use of the exchange rate in effect at that date. At the period end date, monetary assets and liabilities are translated by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in income in the current period.

 
11


PTM PUBLICATIONS INCORPORATED
(A Development Stage Company)
Notes to the Consolidated Financial Statements
August 31, 2009
 


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
j. Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, could have a material effect on the accompanying financial statements.

NOTE 3. GOING CONCERN

The accompanying financial statements are presented on a going concern basis. The Company had limited operations during the period from December 13, 2005 (inception) to August 31, 2009 and generated a net loss of $147,052. This condition raises substantial doubt about the Company’s ability to continue as a going concern. Because the Company is currently in the development stage and has minimal expenses, management believes that the company’s current cash of $3,221 will not be sufficient to cover the expenses they will incur during the next twelve months and that they will need  developing operations and may need to raise additional funding to continue operations. 

Management plans to raise additional funds through debt or equity offerings. There is no guarantee that the Company will be able to raise any capital through this or any other offerings.


NOTE 4. WARRANTS AND OPTIONS
 
There are no warrants or options outstanding to acquire any additional shares of common.


NOTE 5. PROPERTY AND EQUIPMENT

Fixed Assets at August 31, 2009 consists of the following:

 
Amount
Estimated Useful Lives
Computers
 
$2,073
5 years
 
 
$2,073
 
Less:
  Accumulated Depreciation
$ (967)
 
Fixed assets, net
$1,107
 

Depreciation expense for the six and three months ended August 31, 2009  was $205 and $103, respectively.
 
 
 
12

 

PTM PUBLICATIONS INCORPORATED
(A Development Stage Company)
Notes to the Consolidated Financial Statements
August 31, 2009


NOTE 6. RELATED PARTY TRANSACTIONS

As of August 31, 2009, there is a total of $20,355 that has been forwarded by an officer of the Company; no specific repayment terms have been established. 
 

NOTE 7. INCOME TAXES
 
 
As of August 31, 2009
Deferred tax assets:
 
Net operating loss carryforwards
$                                                                (147,052)
Other
   -0-
Gross deferred tax assets
49,998
Valuation allowance
49,998
Net deferred tax assets
$                                                                           -0-

Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance.


NOTE 8. NET OPERATING LOSSES

As of August 31, 2009, the Company has a net operating loss carryforwards of approximately $147,052.  Net operating loss carryforward expires twenty years from the date the loss was incurred.


NOTE 9. STOCK TRANSACTIONS

Transactions, other than employees’ stock issuance, are in accordance with paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair value of the consideration received. Transactions with employees’ stock issuance are in accordance with paragraphs (16-44) of SFAS 123. These issuances shall be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, or whichever is more readily determinable.

On December 14, 2005, the company issued a total of 1,000,000 shares of $0.001 par value common stock as founder's shares to Jasmin Bin Omar Jayaseelan, Jefferi Bin Omar Jayaseelan and Cheryl Lim Phaik Suan, all of whom are officers and directors of our company. Mr. Jasmin Jayaseelan and Mr. Jefferi Jayaseelan received 400,000 shares each, and Ms. Lim received 200,000 shares. The shares were issued in exchange for cash in the aggregate amount of $5,000.

In August 2006, the company completed an offering of shares of common stock in accordance with an SB-2 registration statement declared effective by the Securities and Exchange Commission on May 4, 2006. The company sold 1,200,000 shares of common stock, par value $0.001, at a price of $0.05 per share to approximately 32 investors. The aggregate offering price for the offering closed in August 2006 was $60,000, all of which was collected from the offering.

As of August 31, 2009 the Company had 2,200,000 shares of common stock issued and outstanding.
 
 
 
 
13


PTM PUBLICATIONS INCORPORATED
(A Development Stage Company)
Notes to the Consolidated Financial Statements
August 31, 2009


NOTE 10. STOCKHOLDERS’ EQUITY

The stockholders’ equity section of the Company contains the following classes of capital stock as of August 31, 2009:

Common stock, $ 0.001 par value: 50,000,000 shares authorized; 2,200,000 shares issued and outstanding.
 
 
NOTE 11. LONG TERM LEASE AGREEMENT

The Company signed a lease agreement for its corporate offices in Malaysia commencing June 12, 2007 with the option of renewal for an additional one year.

Due to insufficient revenues from operations, the company cancelled the lease agreement at the end of June 2008.  The last rental payment was for the month of June.  The administrative offices have been relocated back to E-2-14 Block E, Plaza Damas Jalan Hartamas 1, Sri Hartamas, Kuala Lumpur, N8, 50480, which have been donated at no charge by our President, Jasmin Bin Omar Jayseelan until such time as our cash flows allow us to expand into a larger office space.

 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 

 
14

 
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 
The following discussion should be read in conjunction with the information contained in the audited financial statements and notes thereto set forth in our Annual Report on Form 10-K for the year ended February 29, 2009, which can be found in its entirety on the SEC website at www.sec.gov , filed under our SEC File Number 333-133575.
 
Note Regarding Forward-Looking Statements

The statements contained in this Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These include statements about our expectations, beliefs, intentions or strategies for the future, which are indicated by words or phrases such as anticipate, expect, intend, plan, will, the Company believes, management believes and similar words or phrases. The forward-looking statements are based on our current expectations and are subject to certain risks, uncertainties and assumptions. Our actual results could differ materially from results anticipated in these forward-looking statements. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements.
 
Results of Operations
 
We conduct business in Malaysia and the United States and use the U.S. dollar as our reporting currency. The functional currency of the Malaysian subsidiary is the Ringgit Malaysia (RM). The financial statements of the Malaysian subsidiary have been translated under SFAS No. 52. Assets and liabilities are translated at the rate of exchange at the balance sheet date and revenues and expenses are translated at the average exchange rates during the year. The resulting exchange gains and losses are shown as a separated component of stockholders’ equity.
 
Our financial statements and information for the three and six months ended August 31, 2009 have been prepared by our Management on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. We generated no revenues during the three and six months ended August 31, 2009 and have incurred total net losses of $147,052 from inception to August 31, 2009. 

Three Months Ended August 31, 2009 compared to the Three Months Ended August 31, 2008
 
We incurred net losses of $12,875, or $.01 per share, for the three-month period ended August 31, 2009, as compared to net losses of $14,241, or $.01 per share, for the three-month period ended August 31, 2008. The decrease was mainly attributed to decreases in rent expense, resulting from the cancellation of our office lease in June 2008 ($Nil - 2009 compared to $638 - 2008. Our other expenses for the three-month period ended August 31, 2009 consisted of wages and salaries in the amount of $6,146 ($6,679- 2008) ); auditing fees in the amount of $6,926 ($1,727 - 2008); administrative expense of $8 ($Nil - 2008); loss from disposal of fixed asset - $Nil ($(4,828) - 2008) ; and depreciation expense in the amount of $103 ($195 - - 2008). 
 
Six Months Ended August  31, 2009 compared to the Six Months Ended August 31, 2008
 
We incurred net losses of $18,701, or $.01 per share, for the six-month period ended August 31, 2009, as compared to net losses of $28,595, or $.01 per share, for the six-month period ended August 31, 2008. The decrease was mainly attributed to decreases in rent expense, resulting from the cancellation of our office lease in June 2008 ($Nil - 2009 compared to $2,456 - 2008. Our other expenses for the six-month period ended August 31, 2009 consisted of wages and salaries in the amount of $12,224 ($13,554 - 2008) ); auditing fees in the amount of $6,926 ($6,798 - 2008); administrative expense of $8 ($28 - 2008); loss from disposal of fixed asset - $Nil ($(4,828) - 2008) ; and depreciation expense in the amount of $205 ($775 - - 2008). 
 
Liquidity and Capital Resources
 
At August 31, 2009, we had total assets of $4,328 consisting of cash in the bank in the amount of $3,221 and net fixed assets of $1,107.
 
Our accounts payable at August 31, 2009 were $60,941. In addition, we have an outstanding loan payment due to an officer, director and shareholder of the Company in the amount of $20,355. This loan balance is non-interest bearing, unsecured and has no fixed terms of repayment.
 
There are currently no options, warrants, rights or other securities conversion rights issued and/or outstanding.



15


 
Off-Balance Sheet Arrangements
 
We have not entered into any transactions with unconsolidated entities whereby we have financial guarantees or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations that provide financing, liquidity, market risk or credit risk support to us.
 
 
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK
 
We are a non-accelerated filer and a smaller reporting company, as defined in Rule 12b-2 of the of the Securities Exchange Act of 1934, and as such, are not required to provide the information under this item.

 
ITEM 4. CONTROLS AND PROCEDURES
 
Critical Accounting Policies
 
The financial statements included herein have been prepared by Management pursuant to the rules and regulations of the Securities and Exchange Commission. Management believes the disclosures made are adequate to make the information not misleading. The financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles. Preparing financial statements requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and assumptions are affected by Management's application of accounting policies. These important accounting policies include the successful efforts method of accounting for property and equipment, revenue recognition, accounting for income taxes and foreign currency translation.
 
Management maintains disclosure controls and procedures designed to ensure that we are able to timely collect the information we are required to disclose in our reports filed with the U.S. Securities and Exchange Commission. Within the 90 days prior to the date of this report, we performed an evaluation, under the supervision and with the participation of our Management, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon the evaluation, our Principal Executive Officer and Principal Financial Officer concluded that the current disclosure controls are effective in timely alerting us to any material information required to be included in our periodic SEC filings.
 
We also maintain a system of internal controls designed to provide reasonable assurance that (i) transactions are executed in accordance with Management's general and specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (ii) access to assets is permitted only in accordance with Management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. We believe that our internal controls are effective to provide reasonable assurance that our financial statements are fairly presented in conformity with generally accepted accounting principals. Since our most recent evaluation, there have been no changes in our internal controls or in other factors that could significantly affect our internal controls, nor were any corrective actions required with regard to significant deficiencies and material weaknesses.
 
 
 
PART II - OTHER INFORMATION
 
ITEM 1.  LEGAL PROCEEDINGS
 
We are not a party to any current or pending legal proceedings.
 
ITEM 1A. RISK FACTORS
 
In addition to the other information set forth in this report, you should carefully consider the risk factors set forth and discussed in our initial registration statement on Form 10-SB and our annual report on Form 10-K for the year ended February 29, 2009, which have not changed as of the date of the filing of this report and could materially affect our business, financial condition or future results. In addition, the risks described in the registration statement and our annual report are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
 
 
16

 
 
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
There were no sales of unregistered securities during the three months ended August 31, 2009.
 
ITEM 3.  DEFAULT UPON SENIOR SECURITIES
 
None.
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
None.
 
ITEM 5. OTHER INFORMATION - SUBSEQUENT EVENTS 
 
None.
 
ITEM 6. EXHIBITS
 
The following exhibits are included herein, except for the exhibits marked with an asterisk, which are incorporated herein by reference and can be found in our original Form 10-SB registration statement under our SEC File Number 333-33575 at the U.S. Securities and Exchange Commission's website (www.sec.gov).
 
Exhibit No.                     Description                                              
 
* 3(i)                              Articles of Incorporation
*3(ii)                              Bylaws
31.1                                Sec. 302 Certification of Principal Executive Officer
31.2                                Sec. 302 Certification of Principal Accounting Officer
32.1                                Sec. 906 Certification of Principal Executive Officer
32.1                                Sec. 906 Certification of Principal Accounting Officer
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
PTM PUBLICATIONS INCORPORATED, Registrant
 
October 19, 2009                                   /s/ Jasmin Bin Omar Jayaseelan
By: Jasmin Bin Omar Jayaseelan, Principal Executive Officer
 
October 19, 2009                                   /s/ Cheryl Lim Phaik Suan
Cheryl Lim Phaik Suan, Treasurer, Principal Accounting Officer and Director
 
 
 
 
 
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