UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: ~~November~~February 3029, ~~2015~~2016

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

For the transition period from: ______ to ______

PROFIT PLANNERS MANAGEMENT, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other Jurisdiction of

Incorporation or Organization)

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

(Address of Principal Executive Offices) (Zip Code)

(646) ~~289~~837-~~5358~~0351

(Registrant’s telephone number, including area code)

___________________________________________________________

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

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

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

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

Large Accelerated Filer ☐

Accelerated Filer ☐

Non-Accelerated Filer ☐

Smaller Reporting Company ☒

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

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of the issuer's common stock, as of the latest practical date: As of ~~January~~April 1110, 2016, the issuer had 5,430,279 outstanding shares of Common Stock.

Profit Planners Management, Inc.

TABLE OF CONTENTS

	PART I	Page
		Page
	PART I
Item 1.	Condensed Consolidated Financial Statements
	Condensed Consolidated Balance Sheets as of November 30, 2015 (Unaudited) and May 31, 2015 (Audited)	1
	Condensed Consolidated Balance Sheets as of February 29, 2016 (Unaudited) and May 31, 2015 (Audited)	1
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months and six months ended November 30, 2015 and 2014 (Unaudited)	2
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months and nine months ended February 29, 2016 and February 28, 2015 (Unaudited)	2
	Condensed Consolidated Statements of Cash Flows for the six months ended November 30, 2015 and 2014 (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the nine months ended February 29, 2016 and February 28, 2015 (Unaudited)	3
	Notes to the Condensed Consolidated Financials (Unaudited)	4
	Notes to Condensed Consolidated Financials (Unaudited)	4
Item 2.	Management’s Discussion and Analysis or Plan of Operation	6
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1112
Item 4T.	Controls and Procedures	11
Item 4T	Controls and Procedures	12
	PART II
Item 1.	Legal Proceedings	1213
Item 1A.	Risk Factors	1213
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1213
Item 3.	Defaults Upon Senior Securities	1213
Item 4.	Submission of Matters to a Vote of Security Holders	1213
Item 5.	Other Information	1213
Item 6.	Exhibits	1213
SIGNATURES		1314

PART I.

ITEM 1. FINANCIAL INFORMATION

Profit Planners Management, Inc.

Condensed Consolidated Balance Sheets

	(Unaudited)
	November 30, 2015			May 31, 2015
	February 29, 2016			May 31, 2015
Assets
Current assets:
Cash	$	~~143~~265,~~077~~672		$	57,906
Accounts receivable (net of allowance of $57,212 and $34,079, respectively)		134,569			99,497
Accounts receivable (net of allowance of $57,173 and $34,079, respectively)		102,186			99,497
Other current assets		6,195			6,991
Total current assets		~~283~~374,~~841~~053			164,394
Property and equipment:
Property and equipment		1517,~~661~~850			13,172
Less: accumulated depreciation		(1213,~~556~~414	)		(10,998	)
Net property and equipment		34,~~105~~436			2,174
Total Assets	$	~~286~~378,~~946~~489		$	166,568
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable and accrued expenses	$	~~170~~258,~~753~~461		$	161,290
Accounts payable and accrued expenses - related parties		~~51,392~~-			74,712
Accrued expenses - employee compensation		25,000			25,000
Accrued expenses - officer's compensation		~~552~~577,~~971~~426			466,907
Deferred revenue		-16,450			2,850
Total current liabilities		~~800~~877,~~116~~337			730,759
Accrued expenses - employee compensation, less current portion		8884,~~513~~011			101,000
Total Liabilities		~~888~~961,~~629~~348			831,759
Commitments and contingencies
Stockholders' Deficit
Preferred stock - $.001 par value; 50,000,000 shares authorized; none issued and outstanding		-			-
Common stock - $.001 par value; 50,000,000 shares authorized; 5,430,279 issued and outstanding		5,430			5,430
Additional paid-in capital		301,766			301,766
Accumulated deficit		(~~908~~890,~~879~~055	)		(972,387	)
Net Stockholders' Deficit		(~~601~~582,~~683~~859	)		(665,191	)
Total Liabilities And Stockholders' Deficit	$	~~286~~378,~~946~~489		$	166,568

See accompanying notes to the condensed consolidated financial statements

Profit Planners Management, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income ~~(Loss)~~

(Unaudited)

Three Months Ended

~~Six~~Nine Months Ended

November 30, 2015

November 30, 2014

November 30, 2015

November 30, 2014

February 29, 2016

February 28, 2015

February 29, 2016

February 28, 2015

Revenues - consulting and management services fees

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

~~167~~188,~~092~~574

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

~~303~~491,~~060~~634

Cost of revenues - personnel and overhead costs

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

~~119~~113,~~078~~353

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

~~225~~339,~~706~~059

Gross Profit

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

4875,~~014~~221

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

77152,~~354~~575

Selling, general and administrative expenses:

Corporate management

5960,~~020~~169

6158,~~719~~996

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

~~131~~190,~~074~~071

Consulting and professional expenses

7,~~389~~760

3686,~~410~~900

3543,~~408~~168

51138,~~502~~402

Other operating expenses

5544,~~368~~156

4930,~~465~~150

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

79109,~~269~~418

Total selling, general and administrative expenses

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

~~147~~176,~~594~~046

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

~~261~~437,~~845~~891

Net income (loss) and comprehensive income (loss)

7018,~~464~~824

(99100,~~580~~825

)

6382,~~508~~332

(~~184~~285,~~491~~316

)

Net income (loss) per weighted-average shares common stock - basic and diluted:

Net loss

0.0100

(0.0200

)

0.0102

(0.0305

)

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

5,430,279

5,~~411~~430,~~390~~279

5,430,279

5,~~408~~418,~~284~~557

See accompanying notes to the condensed consolidated financial statements

Profit Planners Management, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended			Six Months Ended
	Nine Months Ended			Nine Months Ended
	November 30, 2015			November 30, 2014
	February 29, 2016			February 28, 2015
Net cash provided by (used in) operating activities	$	87212,~~660~~443		$	(1022,~~076~~670	)
Net cash used in investing activities		(24,~~489~~678	)		-
Net cash provided by financing activities		-			5,000
Net change in cash		85207,~~171~~766			(517,~~076~~670	)
Cash, beginning of period		57,906			39,982
Cash, end of period	$	~~143~~265,~~077~~672		$	3422,~~906~~312

See accompanying notes to the condensed consolidated financial statements

Profit Planners Management, Inc.

Notes to Condensed Consolidated Financial Statements

~~November~~February 3029, ~~2015~~2016

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION

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

The condensed consolidated financial information for the three months and ~~six~~nine months ended ~~November~~February 3029, ~~2015~~2016 include the accounts of the Company and its wholly-owned subsidiaries and all intercompany balances and transactions have been eliminated in consolidation.

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

The unaudited interim financial information should be read in conjunction with the Company’s Form 10-K, which contains the audited consolidated financial statements and notes thereto, together with Management’s Discussion and Analysis, for the year ended May 31, 2015. The interim results for the ~~six~~nine months ended ~~November~~February 3029, ~~2015~~2016 are not necessarily indicative of the results for the full fiscal year.

NOTE 2 – RECENT ISSUED ACCOUNTING PRONOUNCEMENTS

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

~~NOTE~~In 3February –2016, ~~NEW~~FASB ~~LOSS~~issued ~~PER~~new ~~COMMON~~guidance ~~SHARE~~related to lease accounting. This guidance requires a dual approach for lessee accounting under which a lessee will account for leases as finance leases or operating leases. Both finance and operating leases will result in the lessee recognizing a right-of-use asset and a corresponding liability on its balance sheet, with differing methodology for income statement recognition. This guidance is effective for public business entities for fiscal years, and interim periods within those years, beginning after December 15, 2018, and early adoption is permitted. A modified retrospective approach is required for all leases existing or entered into after the beginning of the earliest comparative period in the consolidated financial statements. The Company is currently assessing the impact that adoption of this guidance will have on its consolidated financial statements.

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of November 30, 2015 and November 30, 2014, respectively.

NOTE 3 – NET LOSS PER COMMON SHARE

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of February 29, 2016 and February 28, 2015, respectively.

NOTE 4 - GOING CONCERN

As reflected in the accompanying audited financial statements, the Company has a net income (loss) and comprehensive income (loss) of $6382,~~508~~ 332 and ($~~184~~285,~~491~~316) for the ~~six~~nine months ended ~~November~~February 3029, ~~2015~~2016 and ~~November~~February 3028, ~~2014~~2015, respectively; and an accumulated deficit of $~~908~~890,~~879~~ 055 at ~~November~~February 3029, ~~2015~~2016. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

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

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

NOTE 5 – RELATED PARTY

The Company had accrued officer’s salary expense payable to the CEO, who has a controlling ownership interest in the Company. The net compensation owed to the CEO totaled $~~552~~577,~~971~~426 and $466,907 as of ~~November~~February 3029, ~~2015~~2016 and May 31, 2015, respectively.

The Company had accrued compensation expense payable to a former Director of the Company for providing legal counsel services for $1,000 per month. The compensation obligations owed to the Director totaled $28,000 and $22,000 as of November 30, 2015 and May 31, 2015, respectively.

NOTE 6 – INCOME TAXES

The Company has not recorded any income tax expense or benefit for the three months and ~~six~~nine months ended ~~November~~February 3029, ~~2015~~2016. Any taxable income generated will be offset by net operating losses (“NOL”) generated in previous years. At the present time, management cannot determine if the Company will be able to generate sufficient taxable income to realize the benefit of the NOL carryforwards; accordingly, a valuation allowance has been established to offset the asset.

NOTE 7 – CONTINGENT EMPLOYEE BONUS

On January 1, 2013, the Company entered into a compensation agreement with an employee that ~~provided~~provides for a bonus based upon certain performance requirements. ~~Although~~Since ~~since~~ inception of the compensation agreement, management ~~had~~has evaluated the results of the employee’s performance and determined that the ~~employee~~likelihood ~~did~~of ~~not~~payment ~~meet~~would ~~the~~be ~~minimum~~remote ~~performance requirements,~~ as athe ~~result~~employee ofdid ~~an expected~~not ~~settlement,~~meet the ~~Company~~minimum ~~expensed $130,000 during 2014~~performance requirements.

The employee and management agreed to settle for a $130,000 bonus for past services. As a result of the expected settlement, the Company expensed $16130,~~487~~000 during 2014 in conjunction with the bonus. $20,987 has been paid out related to the bonus as of ~~November~~February 3029, ~~2015~~ 2016. The outstanding balance as of ~~November~~February 3029, ~~2015~~2016 is $~~113~~109,~~513~~013.

NOTE 8 – EQUITY

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

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Statements

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

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

Operations

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

Our Business

Our operations are focused on the following major business areas:

	●	CFO, Accounting and Tax Services;
	●	Insurance and Healthcare Insurance Services;
	●	Advisory Consulting Services;
	●	Management Services

CFO, Accounting and Tax Services

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

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

~~Our~~Clients ~~CFO,~~are ~~Accounting~~billed either on an hourly basis for the accounting and ~~Tax~~financial ~~Services~~services ~~division~~we isprovide ~~currently~~or ~~our~~under ~~main~~a ~~revenue~~monthly ~~generator~~retainer, ~~with~~if ~~more~~the engagement ~~than~~is ~~90%~~to be for an extended period of time. The hourly rates that we charge our ~~revenues~~clients ~~coming~~for ~~from~~ these services. Independs on the ~~future,~~complexity weof ~~expect~~the ~~this~~work ~~percentage~~being todone goand ~~down~~the asexperience ~~our~~level ~~other~~of ~~business~~the ~~divisions~~persons ~~gain~~assigned ~~traction~~to in the ~~market place~~work.

Our CFO, Accounting and Tax Services division is currently our main revenue generator with more than 83% of our revenues coming from these services. In the future, we expect this percentage to go down as our other business divisions gain traction in the market place.

Insurance and Healthcare Insurance Services

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

We ~~will~~ receive commission from the insurance carrier based on the premium of the product being purchased.

As the operation has yet to generate any revenues, we are re-evaluating our approach.

Advisory Consulting Services

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

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

Management Services

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

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

Growth and Profitability Strategy

Our objective is to increase our revenue, profitability and cash flow by offering our clients a wide array of essential services in a “one-stop-shopping” framework. By doing so we can simplify the logistics of our client’s purchases of these essential services, eliminate redundant services and streamline the business operations of our corporate clients.

Marketing

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

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

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

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

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

Our marketing costs for the ~~six~~nine months ended ~~November~~February 3029, ~~2015~~2016 related to our continuing business operations were approximately $46,~~286~~197. ~~Ongoing~~ Ongoing marketing expenses consisted of e-mails, promotions and use of social media to communicate to potential customers.

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

Critical Accounting Policies

Accounts receivable

Accounts receivable represents open invoices from customers. The Company periodically evaluates the collectability of its accounts receivable and considers the need to record or adjust an allowance for doubtful accounts based upon historical collection experience and specific customer information. Actual amounts could vary from the recorded estimates. The Company has determined that asfor ~~of November~~the 30nine months ended February 29, ~~2015~~2016, an allowance for doubtful accounts of $57,~~212~~173 was required as a result of the Company believing certain receivables for consulting services will no longer be collected either fully or partially. The Company does not require collateral to support customer receivables.

Revenue recognition

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

Net income (loss) per common share

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were 5,430,279 shares outstanding as of ~~November~~February 3029, ~~2015~~2016 and ~~November~~February 3028, ~~2014~~2015.

Going Concern

As reflected in the accompanying audited financial statements, the Company has had a net income (loss) and comprehensive income (loss) from continuing operations of $6382,~~508~~ 332 and ($~~184~~285,~~491~~316) for the ~~six~~nine months ended ~~November~~February 3029, ~~2015~~2016 and ~~November~~February 3028, ~~2014~~2015, respectively; and an accumulated deficit of $~~908~~890,~~879~~ 055 at ~~November~~February 3029, ~~2015~~2016. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Recently Issued Accounting Pronouncements

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

In February 2016, FASB issued new guidance related to lease accounting. This guidance requires a dual approach for lessee accounting under which a lessee will account for leases as finance leases or operating leases. Both finance and operating leases will result in the lessee recognizing a right-of-use asset and a corresponding liability on its balance sheet, with differing methodology for income statement recognition. This guidance is effective for public business entities for fiscal years, and interim periods within those years, beginning after December 15, 2018, and early adoption is permitted. A modified retrospective approach is required for all leases existing or entered into after the beginning of the earliest comparative period in the consolidated financial statements. The Company is currently assessing the impact that adoption of this guidance will have on its consolidated financial statements.

Results of Operations

Three Months Ended ~~November~~February 3029, ~~2015~~2016 and ~~2014~~February 28, 2015

For the three months ended ~~November~~February 3029, ~~2015~~2016 and ~~2014~~February 28, 2015, we had revenue of $~~346~~393,~~943~~892 and $~~167~~188,~~092~~574, respectively. Cost of revenues for the three months ended ~~November~~February 3029, ~~2015~~2016 and ~~2014~~February 28, 2015 totaled $~~154~~262,~~702~~983 and $~~119~~113,~~078~~353, respectively. Selling, general and administrative expenses for the three months ended ~~November~~February 3029, ~~2015~~2016 and ~~2014~~February 28, 2015 totaled $~~121~~112,~~777~~085 and $~~147~~176,~~594~~046, respectively, resulting in a net income (loss) of $7018,~~464~~824 and ($99100,~~580~~825), respectively.

~~Consulting~~Revenue ~~service income~~ for the three months ended ~~November~~February 3029, ~~2015~~2016 consisted of Advisory, Accounting and Tax Services of $~~346~~393,~~943~~892. For the comparable three months ended ~~November~~February 3028, ~~2014~~2015, consulting service income consisted of CFO, Accounting and Tax Services of $~~167~~188,~~092~~574. The increase in service income ~~are~~is attributable to new clients and increased billings to our existing clients.

Cost of revenues for the three months ended ~~November~~February 3029, ~~2015~~2016 was comprised of personnel and overhead costs of $~~154~~262,~~702~~983. The personnel and overhead costs were comprised of salaries and compensation expenses of $7681,~~188,~~190 and other expenses of $78181,~~514~~793. Cost of revenues for the three months ended ~~November~~February 3028, ~~2014~~2015 comprised of personnel and overhead costs of $~~119~~113,~~078~~353. The personnel and overhead costs were comprised of salaries and compensation expenses of $8482,~~383~~399, and other expenses of $3430,~~695~~954. The increase is attributable to our increase in revenues.

Selling, general and administrative expenses for the three months ended ~~November~~February 3029, ~~2015~~2016 was $~~121~~112,~~777~~085 comprised of net compensation expense for corporate management of $5960,~~020~~169, consulting and professional expenses of $7,~~389~~760, rent expense of $19,~~898~~983, filing fee of $32,~~485~~865, ~~bad debts of $6,060,~~ office and IT related expenses of $84,~~861~~680, travel-related expenses of $65,~~709~~038 and other expenses of $1011,~~355~~590.

Selling, general and administrative expenses for the three months ended ~~November~~February 3028, ~~2014~~2015 was $~~147~~176,~~594~~046 comprised of net compensation expense for corporate management of $6158,~~719~~996, consulting and professional expenses of $3686,~~410~~900, rent expense of $1113,~~990~~922, filing fee of $23,~~133~~159, ~~bad debts of $8,448,~~ office and IT related expenses of $3,~~694~~232, travel-related expenses of $84,~~111~~263 and other expenses of $155,~~089~~574.

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

Six Months Ended November 30, 2015 and 2014

Continuing Operations

For the six months ended November 30, 2015 and 2014, we had revenue of $611,025 and $303,060, respectively. Cost of revenues for the six months ended November 30, 2015 and 2014 totaled $273,775 and $225,706, respectively. Selling, general and administrative expenses for six months ended November 30, 2015 and 2014 totaled $273,742 and $261,845, respectively, resulting in a net income (loss) of $63,508 and ($184,491), respectively.

Consulting service income for the six months ended November 30, 2015 consisted of Advisory, Accounting and Tax Services of $611,025. For the comparable six months ended November 30, 2014, consulting service income consisted of CFO, Accounting and Tax Services of $303,060. The increase in service income are attributable to new clients and increased billings to our existing clients.

Cost of revenues for the six months ended November 30, 2015 was comprised of personnel and overhead costs of $273,775. The personnel and overhead costs were comprised of salaries and compensation expenses of $154,214 and other overhead expenses of $119,561. Cost of revenues for the six months ended November 30, 2014 comprised of personnel and overhead expenses of $225,706. The personnel and overhead expenses were comprised of salaries and compensation expenses of $184,690 and other overhead expenses of $41,016. The increase in cost of revenues is directly related to our increased revenues.

~~Selling,~~For ~~general~~the ~~and~~three ~~administrative~~months ~~expenses~~ended ~~for~~February ~~the~~29, ~~six~~2016 ~~months~~as compared to same period ended ~~November~~February 3028, 2015 ~~was $273~~,~~742~~ ~~comprised~~there ofwas ~~net~~a ~~compensation~~decrease ~~expense~~in selling, ~~for~~general ~~corporate~~and ~~management~~administrative expenses of $~~118~~63,~~015~~961. Corporate management, consulting, and professional expenses ~~of $35~~,~~408,~~ ~~rent~~as ~~expense~~compared ofto ~~$39,812, office and IT~~the ~~related~~prior ~~expenses of $29~~year,~~237,~~ ~~travel-related~~decreased ~~expenses~~as ofmanagement ~~$12,360,~~and ~~bad~~consultants ~~debt~~decreased ~~expenses~~the oftime ~~$24,383~~spent ~~and~~on ~~other~~administration ~~expenses~~because of ~~$14,527~~improved efficiency.

~~Selling,~~Nine ~~general~~Months ~~and~~Ended ~~administrative~~February ~~expenses for the six months ended November 30~~29, ~~2014~~2016 ~~was $261,845 comprised of net compensation expense for corporate management of $131,074, consulting~~ and ~~professional~~February ~~expenses of $51~~28,~~502,~~ rent expense of $21,573, filing fee of $5,870, bad debts of $8,448, office and IT related expenses of $5,366, travel-related expenses of $9,495, settlement fee of $18,000 and other expenses of $10,517.2015

~~For~~Continuing the six months ended November 30, 2015 as compared to same period ended November 30, 2014, there was an increase in selling, general and administrative expenses of $11,897. The increased in selling, general and administrative expenses resulted primarily because of our revenue growth.Operations

For the nine months ended February 29, 2016 and February 28, 2015, we had revenue of $1,004,917 and $491,634, respectively. Cost of revenues for the nine months ended February 29, 2016 and February 28, 2015 totaled $536,758 and $339,059, respectively. Selling, general and administrative expenses for nine months ended February 29, 2016 and February 28, 2015 totaled $385,827 and $437,891, respectively, resulting in a net income (loss) of $82,332 and ($285,316), respectively.

Revenue for the nine months ended February 29, 2016 consisted of Advisory, Accounting and Tax Services of $1,004,916. For the comparable nine months ended February 28, 2015, consulting service income consisted of CFO, Accounting and Tax Services of $491,634. The increase in service income is attributable to new clients and increased billings to our existing clients.

Cost of revenues for the nine months ended February 29, 2016 was comprised of personnel and overhead costs of $536,758. The personnel and overhead costs were comprised of salaries and compensation expenses of $235,405 and other overhead expenses of $301,353. Cost of revenues for the nine months ended February 28, 2015 comprised of personnel and overhead expenses of $339,059. The personnel and overhead expenses were comprised of salaries and compensation expenses of $267,089 and other overhead expenses of $71,970. The increase in cost of revenues is directly related to our increased revenues.

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

Selling, general and administrative expenses for the six months ended February 28, 2015 was $437,891 comprised of net compensation expense for corporate management of $190,071, consulting and professional expenses of $138,402, rent expense of $35,496, filing fee of $8,960, bad debts of $5,198, office and IT related expenses of $9,745, travel-related expenses of $13,824, settlement fee of $18,000 and other expenses of $18,195.

For the nine months ended February 29, 2016 as compared to same period ended February 28, 2015, there was a decrease in selling, general and administrative expenses of $52,064. The decreased in selling, general and administrative expenses resulted primarily because management spent less time on administration by improved efficiency.

Liquidity and Capital Resources

As of ~~November~~February 3029, ~~2015~~2016, we had cash of $~~143~~265,~~077~~672 as compared to cash of $57,906 as of May 31, 2015. The increase in net cash of $85207,~~171~~766 was the result of net cash generated by our operating activities totaling $87212,~~660~~444 and used in investing activities totaling ($24,~~489~~678) for the ~~six~~nine months ended ~~November~~February 3029, ~~2015~~2016.

For the six months ended November 30, 2015, net cash generated by our operating activities was attributable to a net income of $63,508, non-cash adjustments for depreciation of $1,558 and a net change in operating assets and liabilities of $22,594.11

For the ~~six~~nine months ended ~~November~~February 3029, ~~2014~~2016, net cash ~~used~~generated inby our operating activities was attributable to a net ~~loss~~income of $~~184~~82,~~491~~331, non-cash adjustments for depreciation of $2,~~195~~416 and a net change in operating assets and liabilities of $~~172~~127,~~220~~697.

For the nine months ended February 28, 2015, net cash used in operating activities was attributable to a net loss of $285,316, non-cash adjustments for depreciation of $3,239 and a net change in operating assets and liabilities of $259,407.

In order for us to execute our business plan we will need to raise at least $500,000 in debt or equity. The funds are needed for building out the management team, sales and marketing and working capital. There can be no assurance that we will be able to raise the funds needed to execute our business plan.

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

We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

N/A

ITEM 4T. CONTROLS AND PROCEDURES.

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

Changes in Internal Control Over Financial Reporting. During the most recent quarter ended ~~November~~February 3029, ~~2015~~2016, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 1A. RISK FACTORS.

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

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

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

None

ITEM 5. OTHER INFORMATION.

None

ITEM 6. EXHIBITS

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

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SIGNATURES

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

Date: January 11, 2016	Profit Planners Management, Inc.
Date: April 12, 2016	Profit Planners Management, Inc.
	By:	/s/ Wesley Ramjeet
		Wesley Ramjeet Chief Executive Officer, Chief Financial, Chief Accounting Officer, Officer and Director

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