UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-K

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| | x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
| | - | ------------------------------------------------------------------------------------



| |  | For the fiscal year ended May 31, 2012
| |  | --------------------------------------



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



| |  | For the transition period from ___________ to ______________.
| |  | -------------------------------------------------------------



COMMISSION
FILE NUMBER: 333-142076



PROFIT PLANNERS MANAGEMENT, INC.

(Exact Name of Small Business Issuer in
its Charter)



|Nevada                   | 90-0450030           
|------------------------ | ---------------------
|(State of Incorporation) | (IRS Employer ID No.)



350 Madison Avenue, 8th Floor

New York, NY 10017

(Address of principal executive offices)



646-416-6802

(Registrant’s telephone number)



Securities Registered Pursuant to Section 12(b) of the Act:



|Title of Each Class                     | Name of Each Exchange on Which Registered
|--------------------------------------- | -----------------------------------------
|Common Stock, par value $.001 per share | None                                     



Securities Registered Pursuant to Section 12(g) of the Act:          None



Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.

 ̈ Yes                               x
No



Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act.

 ̈



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.

x Yes                                ̈
No



Indicate by check mark whether the registrant has submitted
electronically and posted on its website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T during the proceeding 12 months (or for such shorter period that the registrant was required to submit and
post such files).

 ̈ Yes                               x
No



Indicate by check mark if disclosure
of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of the
registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or
any amendment to this Form 10-K.           ̈



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  x



Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ̈                    No  x



The aggregate market value of the registrant’s
voting and non-voting common equity held by non-affiliates of the registrant, computed by reference to the average bid and ask
price of such common equity as of the last business day of the registrant’s most recently completed fiscal quarter, was $
988,482.



Indicate the number of shares outstanding
of each of the issuer’s classes of common stock, as of the latest practicable date.



|Class                                   |  | Outstanding at September 11, 2012
|--------------------------------------- |  | ---------------------------------
|Common Stock, $.001 par value per share |  | 25,203,708 shares                











Forward Looking Statements



All statements, other than statements of
historical fact included in this Annual Report on Form 10-K (herein, "Annual Report") regarding our strategy, future
operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are
forward-looking statements. When used in this Annual Report, the words "could", "believe", "anticipate",
"intend", "estimate", "expect", "project", and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain such identifying words. All forward-looking statements
speak only as of the date of this Annual Report. You should not place undue reliance on these forward-looking statements. Although
we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this
Annual Report are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved. We disclose
important factors that could cause our actual results to differ materially from our expectations under the "Risk Factors"
and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections and elsewhere in
this Annual Report. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on
our behalf.



Unless the context otherwise requires,
references in this Annual Report to "registrant", "issuer", "we", "us", "our",
"the Company" or "ours" refer to Profit Planners Management, Inc.



PART I



|Item 1. | BUSINESS
|------- | --------



Our Background



Profit Planners Management, Inc. was incorporated
pursuant to the laws of the State of Nevada on January 29, 2009.



Our Business



We are an early stage company with a very
limited operating history. Over the past twelve months our operations have expanded into several business areas. Our current operations
are divided into five different revenue lines:



| | · | CFO, Accounting and Tax services;
| | - | ---------------------------------

| | · | Energy and telecom cost reduction services;
| | - | -------------------------------------------

| | · | Insurance and healthcare insurance services;
| | - | --------------------------------------------

| | · | Business to Business Social Media
| | - | ---------------------------------

| | · | Management Services
| | - | -------------------



Our CFO, Accounting and Tax services is
currently the main revenue guarantor with more than 95% of our revenues. In the future, we expect this percentage to go down as
our other revenues gains traction in the market place.



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 outside human resources services and monthly accounting, payroll, and billing services to businesses that do not have those
departments.



1







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.



Energy and Telecom Cost Reduction Services



Our Energy and Telecom Cost Reduction division
provides audits to our clients to help them identify areas of savings in their energy and telecom bills. Such savings may be achieved
by identifying lower cost providers of the services being used by our clients or advising them on how to more efficiently receive
the services they need, while eliminating the services they don’t.



Insurance and Healthcare Insurance Services



Our Insurance and Healthcare Insurance
division www.twinpeaksplus.com 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 engage us for other consulting services.



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



Business-to-Business Social Media Platform



We have developed www.unifiedpartnersgroup.com
an interactive online business platform connecting businesses and entrepreneurs to its community members, consumers, and resources.
Unified Partners Group helps businesses generate growth and increased revenue via social networking, providing access to business
development tools, advertising and referral programs.



Currently we are operating Unified Partners
as part of the marketing program for our services and products. As new users sign up for the Unified Partners interactive platform,
we will use the information gathered from those users to target our marketing to companies that could benefit from our services.
Revenue is generated from advertising and paid monthly subscriptions from members who wants us to promote their products or services.



Management Services



Our Management Services division provides
budgeting and asset allocation and control advise to professional athletes. According to a study conducted by ESPN, statistically
78% of all National Football League players are bankrupt, or are in financial difficulties within two years of their retirement
from professional football. It seems clear that these high earning athletes are not receiving competent advise on how to budget
their earnings and expenses to provide for their financial needs over the course of their lives.



2







The services that our Management Services
division provide include reviewing a player’s current earnings and expenses and advising on what changes need to be made
to create long term financial stability. This advise may include drafting a budget for the player and showing how expenses can
be cut or earnings increased. It may also include advising the client on the use of debt and mortgages to reduce the outflow of
cash for long-term asset acquisitions. 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 players to retire comfortably.



Currently we are working with one active
NFL player. 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 steamline the business operations of our corporate clients. Our strategy for this objective includes the following key elements:



Marketing



Our marketing efforts are targeted too
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 also intend to explore potential acquisitions of small
accounting, or other consulting firms, to acquire their customer lists in order to expand our client base.



Currently we are operating Unified Partners
as part of the marketing program for our services and products. As new users sign up for the Unified Partners interactive platform,
we will use the information gathered from those users to target our marketing to companies that could benefit from our services.
We believe that the benefits of Unified Partners will be as a source of potential customers for our other services and products.



Our target will be on companies that have
sales of less than $100 million and are based in North America. Our industry focus is professional services and products. Although
we focus on these industries we will look at opportunities in other industries if it makes economic sense.



We currently own and operate following
web-sites.



| | · | www.profitplannersmgt.com
| | - | -------------------------

| | · | www.unifiedpartnersgroup.com
| | - | ----------------------------

| | · | www.enertelplus.com
| | - | -------------------

| | · | www.twinpeaksplus.com
| | - | ---------------------



We use these web-sites as part of our marketing
strategy.



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



3







Competition



The CFO, Accounting and Tax service industry
is highly competitive. There are many firms that provide services similar to ours in this market. Among the leaders are Tatum,
LLC and The CFO Connection.



In addition, many of the mid-tiered public
accounting firms typically provide many of the services that we offer. Among such firms are CBIZ, Inc. and J H Cohn, Inc.



Our Management Services division competes
in an industry that is highly competitive. Sports agents, financial services firms, accounting firms and insurance companies all
offer competing services and products to high earning individuals and athletes.



Many of our competitors have longer operating
histories, greater brand recognition, broader service lines and greater financial resources and advertising budgets than we do.
Therefore, we anticipate substantial competition from other firms in our industries.



Employees



As of August 30, 2012, we had 8 employees.
Our staff is available to be contracted out to clients who need our CFO, accounting, and other related services. For potential
clients with larger projects, we have access to independent professionals who are available to provide services to such clients
of the company on a sub-contracting basis. Eventually, we plan to employ sufficient personnel that such sub-contracting relationships
will not be necessary. We believe our future success depends in large part upon the continued service of our CEO, Wesley Ramjeet.



|Item 1A. | RISK FACTORS
|-------- | ------------



You should carefully consider each of the
risks described below, together with all of the other information contained or incorporated by reference in this Annual Report.
If any of the following risks develop into actual events, our business, financial condition or results of operations could be materially
adversely affected and the trading prices of our common stock could decline.



Risks Relating to the Company.



Risks Related to Our Business



We Have A Limited Operating History
That You Can Use To Evaluate Us, And The Likelihood Of Our Success Must Be Considered In Light Of The Problems, Expenses, Difficulties,
Complications And Delays Frequently Encountered By A Small Developing Company. There Is No Assurance Our Future Operations Will
Result In Profitable Revenues. If We Cannot Generate Sufficient Revenues To Operate Profitably, We Will Cease Operations.



We were incorporated in Nevada in January
2009. We have no significant financial resources and only a small amount of revenues to date. The likelihood of our success must
be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing
company starting a new business enterprise and the highly competitive environment in which we will operate. Since we have a limited
operating history, we cannot assure you that our business will be profitable or that we will ever generate sufficient revenues
to meet our expenses and support our anticipated activities.



Our ability to achieve and maintain profitability
and positive cash flow is dependent upon:



4







| | · | our ability to identify and pursue mediums through which we will be able to market our products and services;
| | - | -------------------------------------------------------------------------------------------------------------
| | · | our ability to attract and retain customers;                                                                 
| | · | our ability to generate revenues through sales of products and services; and                                 
| | · | our ability to manage growth by managing administrative overhead.                                            



Based upon current plans, we expect to
incur operating losses in future periods because we will be incurring expenses and generating limited revenues. We cannot guarantee
that we will be successful in generating revenues in the future. Our failure to generate increased revenues in a timely manner
would have a material adverse effect on our business, operating results and financial condition.



We Will Require Financing To Achieve
Our Current Business Strategy And Our Inability To Obtain Such Financing Could Prohibit Us From Executing Our Business Plan And
Cause Us To Slow Down Our Expansion or Cease Our Operations.



We will need to raise a minimum of $500,000
over the next twelve months through public or private debt or sale of equity to execute our business and marketing plan and to
get our operations to profitability. Such financing may not be available as needed. Even if such financing is available, it may
be on terms that are materially adverse to your interests with respect to dilution of book value, dividend preferences, liquidation
preferences, or other terms. If we are unable to obtain this financing on reasonable terms, we would be unable to hire the additional
employees needed to execute our business plan and we would be forced to delay or scale back our plans for expansion. This would
delay our ability to get our operations to profitability and could force us to cease operations. In addition, such inability to
obtain financing on reasonable terms could have a material adverse effect on our business, financial condition and results of operation.



Moreover, in addition to monies needed
to continue operations over the next twelve months, we anticipate requiring additional funds in order to execute any future plans
for growth. No assurance can be given that such funds will be available or, if available, will be on commercially reasonable terms
satisfactory to us. There can be no assurance that we will be able to obtain financing if or when it is needed on terms we deem
acceptable.



Managing Growth and Expansion.



We are currently anticipating a period of growth as a result
of our recent marketing and sales efforts. The resulting strain on our managerial, operational, financial and other resources could
be significant. Success in managing this expansion and growth will depend, in part, upon the ability of senior management to manage
effectively. Any failure to manage the anticipated growth and expansion could have a material adverse effect on our business.



There Is Substantial Uncertainty
That We Will Be Able to Continue Operations.



Our auditors have issued a going concern
opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. The
financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business.
As such we may have to cease operations within the next twelve months.



5







We Face Intense Competition And Our
Inability To Successfully Compete With Our Competitors Will Have A Material Adverse Effect On Our Results Of Operation.



The industries in which we operate are
highly competitive. Many of our competitors have longer operating histories, greater brand recognition, broader service lines and
greater financial resources and advertising budgets than we do. Many of our competitors offer similar services or alternatives
to our services. There can be no assurance that we will procure a market that will be available to support the products and services
we will offer or allow us to seek expansion. There can be no assurance that we will be able to compete effectively in this marketplace.



If We Do Not Attract Customers On
Cost-Effective Terms, We Will Not Make A Profit, Which Ultimately Will Result In A Cessation Of Operations.



Our success depends on our ability to attract
customers on cost-effective terms. If we are unsuccessful at attracting a sufficient number of clients, our ability to get repeat
customers and our financial condition will be harmed.



If We Do Not Make A Profit, We May
Have To Suspend Or Cease Operations.



Because we are small and do not have much
capital, we must limit our marketing to the existing business relationships of our CEO, Wesley Ramjeet and our other key personnel.
Because we will be limiting our marketing activities, we may not be able to attract enough customers to operate profitably. If
we cannot operate profitably, we may have to suspend or cease our operations.



We rely on the services of Wesley
Ramjeet, our CEO, to provide consulting services to our clients and to define our marketing strategy and the overall strategic
direction of our company, and the loss of his services would negatively affect our operations and harm our business.



Our future success depends in large part
on the continued service of our Chief Executive Officer, Wesley Ramjeet. The consulting services provided by Mr. Ramjeet to our
clients currently accounts for the majority of our revenues. Mr. Ramjeet also provides the marketing strategies, services and product
development planning and overall strategic direction for the Company. We have entered into an exclusive employment agreement with
Mr. Ramjeet for an initial term of three years, under which Mr. Ramjeet will continue to be our CEO and President. This agreement
also contains a provision prohibiting Mr. Ramjeet from competing with us. We do not currently have a key-man life insurance policy
on Mr. Ramjeet. The loss of Mr. Ramjeet’s services for any reason would have an adverse effect on our business.



Mr. Ramjeet Has Effective Control
of the Company's Affairs



As of September 11, 2012, Mr. Ramjeet beneficially
owned 15,200,000 shares of common stock of the Company, representing approximately 60.3% of the issued and outstanding shares of
common stock and approximately 60.3% of the voting power of the issued and outstanding shares of common stock of the Company. In
the election of directors, stockholders are not entitled to cumulate their votes for nominees. Accordingly, as a practical matter,
Mr. Ramjeet will be able to elect all of the Company's directors and otherwise direct the affairs of the Company.



Indemnification of Officers and Directors



The Company's Articles of Incorporation
provide for the indemnification of our officers and directors to the fullest extent permitted by the laws of the State of Nevada.
It is possible that the indemnification obligations imposed under these provisions could result in a charge against the Company's
earnings and thereby affect the availability of funds for other uses by the Company.



6







Risks Relating To Our Common Stock



There is not now, and there may not
ever be, an active market for our shares of common stock.



There can be no assurance that an active
market for our common stock will develop. If an active public market for our common stock does not develop, shareholders may not
be able to re-sell the shares of our common stock that they own and may lose all of their investment.



Sales of a substantial number of
shares of our common stock may cause the price of our common stock to decline.



Should an active public market develop
and our stockholders sell substantial amounts of our common stock in the public market, shares sold at a price below the current
market price at which the common stock is trading will cause that market price to decline. Moreover, the offer or sale of a large
number of shares at any price may cause the market price to fall. These sales also may make it more difficult for us to sell equity
or equity-related securities in the future at a time and price that we deem reasonable or appropriate.



Additional stock offerings may dilute
current stockholders.



Given our plans and our expectation that
we may need additional capital and personnel, we may need to issue additional shares of capital stock or securities convertible
or exercisable for shares of capital stock, including preferred stock, options or warrants. The issuance of additional capital
stock may dilute the ownership of our current stockholders.



Our Common Stock will be subject
to the "Penny Stock" rules of the SEC.



The Securities and Exchange Commission
has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to
certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:



| | · | that a broker or dealer approve a person's account for transactions in penny stocks; and                                                                          
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.



In order to approve a person's account
for transactions in penny stocks, the broker or dealer must:



| | · | obtain financial information and investment experience objectives of the person; and                                                                                                                                                                 
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.



The broker or dealer must also deliver,
prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market,
which, in highlight form:



| | · | sets forth the basis on which the broker or dealer made the suitability determination; and                
| | - | ----------------------------------------------------------------------------------------------------------
| | · | that the broker or dealer received a signed, written agreement from the investor prior to the transaction.



Generally, brokers may be less willing
to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors
to dispose of our common stock and cause a decline in the market value of our stock.



7







Disclosure also has to be made about the
risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both
the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available
to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price
information for the penny stock held in the account and information on the limited market in penny stocks.



We have not paid dividends in the
past and do not expect to pay dividends in the future. Any return on investment may be limited to the value of our common stock.



We have never paid cash dividends on our
common stock and do not anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock
will depend on earnings, financial condition and other business and economic factors affecting it at such time as the board of
directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on your investment
will only occur if its stock price appreciates.



FINRA Sales Practice Requirements
May Limit A Stockholder's Ability To Buy And Sell Our Stock.



FINRA has adopted rules that require that
in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is
suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers
must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and
other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced
securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend
that their customers buy our common stock, which may have the effect of reducing the level of trading activity and liquidity of
our common stock. Further, many brokers charge higher transactional fees for penny stock transactions. As a result, fewer broker-dealers
may be willing to make a market in our common stock, reducing a stockholder's ability to resell shares of our common stock.



|Item 2. | PROPERTIES
|------- | ----------



Our executive, administrative and operating
offices are located at 350 Madison Avenue, New York, N.Y. 10017. We currently rent our office space on a month-to-month basis and
our monthly rent is approximately $2,200 per month. We believe that our current office space will be sufficient for our needs for
the foreseeable future.



We recently opened an office in Plantation
Florida. Our monthly rent is approximately $990 per month and is a short-term lease.



We have no policies with respect to investments
in real estate or interests in real estate, real estate mortgages, or securities of or interests in persons primarily engaged in
real estate activities.



|Item 3. | LEGAL PROCEEDINGS
|------- | -----------------



There are no legal proceedings pending or threatened against
us in the United States or elsewhere.



8







PART II



|Item 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|------- | ------------------------------------------------------------------------------------------------------------



Our common stock is quoted on the “OTCBB”,
under the symbol “PPMT”.  The following table sets forth the high and low bid prices for our common stock
as reported each quarterly period for the prior two fiscal years, as reported by the National Quotation Bureau. The high and low
prices reflect inter-dealer prices, without retail mark-up, markdown or commission and may not necessarily represent actual transactions
(1).



|Fiscal year ended May 31, 2012          |  | High |      |  | Low |  
|--------------------------------------- |  | ---- | ---- |  | --- | -
|Quarter ended                           |  |      |      |  |     |  
|August 31, 2011                         |  | $    | 0.35 |  |     | $
|November 30, 2011                       |  | $    | 0.35 |  |     | $
|February 28, 2012                       |  | $    | 0.35 |  |     | $
|May 31, 2012                            |  | $    | 0.32 |  |     | $
|Interim period ended September 11, 2012 |  | $    | 0.30 |  |     | $



|Fiscal year ended May 31, 2011 |  | High |      |  | Low |  
|------------------------------ |  | ---- | ---- |  | --- | -
|Quarter ended                  |  |      |      |  |     |  
|August 31, 2010                |  | $    | 0.00 |  |     | $
|November 30, 2010              |  | $    | 0.00 |  |     | $
|February 28, 2011              |  | $    | 0.00 |  |     | $
|May 31, 2011                   |  | $    | 0.35 |  |     | $



On September 11, 2012, the National Quotation
Bureau, Inc. reported that the closing ask price on our common stock was $0.24 per share.



Holders of Our Common Stock



As of September 11, 2012, we had thirteen
(13) shareholders of our common stock.



In May 2011 the Company entered into a
Stock Purchase Agreement with Orchid Island Capital Partners LP (“Orchid”) whereby Orchid agreed to purchase from the
Company 555,556 restricted shares of common stock for $100,000.  As of September 11, 2012, the company has received $66,666
of the $100,000.



As of September 11, 2012, the shareholders
list from our transfer agent shows that there were 25,203,708 shares of common stock outstanding. Of those shares, 17,600,000 shares,
or 69.83% percent of our outstanding common stock, were owned by our officers and directors.



Stock Option Grants



As of September 11, 2012, we had not granted
any stock options.



Description of Our Capital Stock



General



Our authorized capital stock consists of
500,000,000 shares of common stock, par value $0.001 per share, and 50,000,000 shares of preferred stock, par value $0.001 per
share. There are no provisions in our charter or by-laws that would delay, defer or prevent a change in our control.



9







Common Stock



As of September 11, 2012, we had 25,203,708
shares of common stock issued and outstanding.



The holders of our common stock have equal
ratable rights to dividends from funds legally available if and when declared by our board of directors and are entitled to share
ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up
of our affairs. Our common stock does not provide the right to a preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights. Our common stock holders are entitled to one non-cumulative vote per share on
all matters on which shareholders may vote.



All shares of common stock now outstanding
are fully paid for and non-assessable.  We refer you to our Articles of Incorporation, Bylaws and the applicable statutes
of the State of Nevada for a more complete description of the rights and liabilities of holders of our securities.  All
material terms of our common stock have been addressed in this section.



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 that event, the holders of the remaining
shares will not be able to elect any of our directors.



Preferred Stock



As of September 11, 2012, we had not designated
any series or class of preferred stock and no shares of preferred stock were issued or outstanding.



Dividends



We have not paid any cash dividends to
shareholders.  The declaration of any future cash dividends is at the discretion of our board of directors and depends 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.



Warrants



There are no outstanding warrants to purchase
our securities.



Options



There are no options to purchase our securities
outstanding.



10







Section 15(g) of the Securities Exchange Act of 1934



Our shares are currently covered by Section
15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 promulgated thereunder, which impose additional
sales practice requirements on broker/dealers who sell our securities to persons other than established customers and accredited
investors. Rule 15g-2 declares unlawful any broker-dealer transactions in penny stocks unless the broker-dealer has first provided
to the customer a standardized disclosure document.  Rule 15g-3 provides that it is unlawful for a broker-dealer to engage
in a penny stock transaction unless the broker-dealer first discloses and subsequently confirms to the customer the current quotation
prices or similar market information concerning the penny stock in question. Rule 15g-4 prohibits broker-dealers from completing
penny stock transactions for a customer unless the broker-dealer first discloses to the customer the amount of compensation or
other remuneration received as a result of the penny stock transaction.  Rule 15g-5 requires that a broker dealer executing
a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction,
information about the sales persons compensation.



Our common stock may remain subject to
the foregoing rules for the foreseeable future. The application of the penny stock rules may affect our stockholder’s ability
to sell their shares because some broker/dealers may not be willing to make a market in our common stock because of the burdens
imposed upon them by the penny stock rules.



|Item 6. | SELECTED FINANCIAL DATA
|------- | -----------------------



Not applicable.



|Item 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------



Introduction



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



Operation



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



Over the past twelve months our operations
have expanded into several business areas. Our current operations are divided into the following revenues:



| | · | CFO, Accounting and Tax services;
| | - | ---------------------------------

| | · | Energy and telecom cost reduction services;
| | - | -------------------------------------------

| | · | Insurance and healthcare insurance services;
| | - | --------------------------------------------

| | · | Business to Business Social Media Platform
| | - | ------------------------------------------

| | · | Management Services
| | - | -------------------



Our CFO, Accounting and Tax services is
currently the main revenue guarantor with more than 95% of our revenues. In the future, we expect this percentage to go down as
our other revenues gains traction in the market place.



11







Critical Accounting Policies



Going concern



The accompanying financial statements have
been prepared under a going concern basis which contemplates the realization of assets and liquidation of liabilities in the normal
course of business. However, the Company has incurred operating losses from inception through the period ended May 31, 2012. In
addition, at May 31, 2012 the Company has an accumulated deficit of $163,593. These factors raise substantial doubt about the Company’s
ability to continue as a going concern.



During 2012 the Company intends to continue
to raise financing for the purpose of funding operating expenses.



However, there can be no assurance that
the raising of future equity will be successful and 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.



Use of estimates



The preparation of financial statements
in conformity with accounting principles generally accepted in the United States of America 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.



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 as of May 31, 2012, no allowance for doubtful
accounts was required because we believe that all receivables will subsequently be collected. 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.



Results of Operations



Year Ended May 31, 2012



For the year ended May 31, 2012, the Company
has significantly increased its revenue to $510,570 of which $5,660 was derived from related-party service income.  Expenses
for the year ended May 31, 2012 totaled $563,485 resulting in a net loss of $52,915. Our revenues increased primarily because we
added more customers and increased billing per customers.



12







Cost of revenue for the year ended May
31, 2012 is $367,577, of which $74,036 was comprised of related party consulting fees.

Operating expenses for the year ended May
31, 2012 of $195,908are comprised of officer’s compensation of $58,544, consulting and professional fees of $56,218, rent
expense of $34,650, and other expenses of $46,496.



Year Ended May 31, 2011



For the year ended May 31, 2011, we had
total revenue of $17,000, of which $15,000 was derived from related-party service income.  Expenses for the year ended
May 31, 2011 totaled $110,122 resulting in a net loss of $93,122. Cost of revenue for year ended May 31, 2011 totaled $78,000.



Operating expenses for the year ended May
31, 2011 of $102,322 are comprised of officer’s compensation of $70,200, professional fees of $17,314, filing fees of $9,231,
and office service expenses of $5,577.



Capital Resources and Liquidity



As of May 31, 2012, the Company had cash
of $80,537 as compared to cash of $37,300 as of May 31, 2011.  Net cash provided by operating activities totaled $13,454
for the year ended May 31, 2012. Net cash used in operating activities totaled $14,237 for the year ended May 31, 2011. Net cash
used in investing activities totaled $3,550 for the year ended May 31, 2012. We used $3,550 in cash for the purchase of PP&E
and we generated $33,333 from the sale of stock.

Net cash provided by financing activities
resulted from cash received for common stock purchased through private placement.



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. Therefore, our auditors have raised
substantial doubt about our ability to continue as a going concern.



|Item 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- | ----------------------------------------------------------



Not applicable.



|Item 8. | CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|------- | --------------------------------------------------------



The consolidated financial statements of the Company, together
with the Reports of Independent Registered Public Accounting Firm thereon of Coulter & Justus, P.C., appear herein. See Index
to Financial Statements, appearing on page F-1.



13







|Item 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | ------------------------------------------------------------------------------------



There were no changes in or disagreements
with accountants by the Company during the fiscal year ended May 31, 2012.



|Item 9A. | CONTROLS AND PROCEDURES
|-------- | -----------------------



Management’s Annual Report
on Internal Control over Financial Reporting.Management is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act.



Internal control over financial reporting
is defined under the Exchange Act as a process designed by, or under the supervision of, our CEO and PFO and effected by our board
of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that:



| | o | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------



| | o | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | o | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Because of its inherent limitation,
internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluations
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies and procedures may deteriorate.  Accordingly, even an effective system
of internal control over financial reporting will provide only reasonable assurance with respect to financial statement preparation.



Our management, with the participation
of our CEO and PFO, evaluated the effectiveness of the Company’s internal control over financial reporting as of May 31,
2011. Based on this evaluation and those criteria, our management, with the participation of our CEO and PFO, concluded that, as
of May 31, 2011, such controls and procedures were not effective an there is a material weakness in our internal control over financial
reporting. A material weakness is a deficiency or a combination of control deficiencies, in internal control over financial reporting
that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements
will not be prevented or detected on a timely basis.



During 2012, certain elements of the
internal control system that may prevent the possibility of a misstatement being prevented or detected on a timely basis were found
to be missing. These elements principally relate to the timely review in the financial reporting process. Management has identified
the material weakness and is taking the necessary steps to mitigate the possible impact on the Company’s financial statements.



The presence of the material weakness
does not mean that a material misstatement has occurred in our financial statements, but only that our present controls might not
be adequate to detect or prevent a material misstatement in a timely manner. Management believes that the material weakness set
forth above did not have an effect on our financial results.



This Annual Report does not include
an attestation report of our registered public accounting firm regarding our internal control over financial reporting. Management’s
report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit
us to provide only management’s report in this Annual Report.



14







Changes in Internal Control over
Financial Reporting. This is a change from the prior years, as there were adequate controls in place at that time to prevent
a material misstatement from occurring.



|Item 9B. | OTHER INFORMATION
|-------- | -----------------



None.

PART III



|Item 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|-------- | ------------------------------------------------------



Executive Officers and Directors



The following table sets forth information
regarding our executive officers, certain other officers and directors as of May 31, 2012:



|Name                 |  | Age |  | Position                            
|-------------------- |  | --- |  | ------------------------------------
|Wesley Ramjeet       |  | 46  |  | Chief Executive Officer and Director
|Bradley L. Steere II |  | 50  |  | Secretary and Director              



Background of Officers and Directors



The following biographies describe the business experience of
our executive officers and directors:



Wesley Ramjeet – Chief Executive Officer and Director



Mr. Ramjeet, 46, has been our Chief Executive
Officer and a member of our board of directors since the formation of the company in January 2009. Mr. Ramjeet has been the Managing
Partner of Profit Planners, Inc., a private New Jersey consulting company since 2003. Profit Planners, Inc. provides professional
consulting services to publicly traded and privately held companies. Mr. Ramjeet is also the Chairman of Micro-Cap Review, Inc.,
a financial publisher that covers the micro-cap market place. Prior to founding Profit Planners, Inc., Mr. Ramjeet was the interim
Chief Financial Officer of Youth Stream Media, Inc., a NASDAQ-traded public company. Mr. Ramjeet began his professional career
in the Entrepreneurial Services Group at Ernst and Young, LLP. During his nine years at Ernst and Young, Mr. Ramjeet served both
private and publicly-traded companies in various industries. Mr. Ramjeet received his Bachelors degree in Accounting from St. John's
University and is a CPA.



Bradley L. Steere II, Esq. - Secretary and Director



Mr. Steere, 50, has been our Secretary
and a member of our board of directors since the formation of the company in January 2009. Mr. Steere is a lawyer admitted to practice
in the states of New York and Rhode Island who specializes in the practice areas of securities, corporate and commercial law. Mr.
Steere was admitted to practice law in the states of New York and Rhode Island in 1990. From 1990 to 1994, Mr. Steere was an attorney
in the Enforcement Division of the Northeast Regional Office of the United States Securities and Exchange Commission. From 1994
to the present, Mr. Steere has been in private practice in New York, New York during which time he has been an Associate with the
law firm Kane Kessler PC, a partner in the firm of Steere & May, and, since 2000, a sole practitioner. Mr. Steere received
his B.A. degree from Boston University in 1984 and his J.D. degree from the Hofstra University School of Law in 1990.



15







Other than as described above, none of
our directors, executive officers, promoters or control persons has, within the last five years: (i) had a bankruptcy petition
filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy
or within two years prior to that time; (ii) been convicted in a criminal proceeding or is currently subject to a pending criminal
proceeding (excluding traffic violations or similar misdemeanors); (iii) been subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending
or otherwise limiting his involvement in any type of business, securities or banking activities; (iv) been found by a court of
competent jurisdiction (in a civil action), the Securities and Exchange Commission (the "SEC") or the Commodity Future
Trading Commission to have violated a federal or state securities or commodities law, and the judgment
has not been reversed, suspended or vacated. There are no family relationships among any of our directors and executive
officers.



Election of Directors and Officers



Holders of our common stock are entitled
to one (1) vote for each share held on all matters submitted to a vote of the stockholders, including the election of directors.
Cumulative voting with respect to the election of Directors is not permitted by our Articles of Incorporation. Our Board of Directors
is elected at the annual meeting of the stockholders or at a special meeting called for that purpose. Each director holds office
until the next annual meeting of the stockholders or until the director’s successor is elected and qualified. If a vacancy
occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors, the vacancy may be
filled by a vote of the Board of Directors, by the stockholders at the next annual stockholders’ meeting or by the stockholders
at a special meeting of stockholders called for that purpose.



Director Compensation



Our directors currently do not receive
any compensation for their roles as members of our Board of Directors and no director receives a salary as a director.



|Item 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------



Summary Compensation Table; Compensation of Executive Officers



The following summary compensation table
sets forth all compensation awarded to, earned by, or paid to the named executive officers by us during the period ended May 31,
2012 in all capacities for the accounts of our executives, including the Chief Executive Officer (CEO):



16







Summary Compensation Table



|Name and Principal Position |  | Year |      |  | Salary ($) |  |        | Bonus ($) |  |  | Stock Awards ($) |  |  | Option Awards ($) |        |  | Non-
Equity Incentive  Plan Comp ($) |  |   | Non-
Qualified Deferred Comp Earnings ($) |  |  | All  Other Comp ($) |  |  | Totals ($) |  
|--------------------------- |  | ---- | ---- |  | ---------- |  | ------ | --------- |  |  | ---------------- |  |  | ----------------- | ------ |  | ------------------------------------ |  | - | ----------------------------------------- |  |  | ------------------- |  |  | ---------- | -
|Wesley Ramjeet,             |  |      | 2010 |  |            |  | 18,000 |           |  |  | 0                |  |  |                   | 0      |  |                                      |  | 0 |                                           |  |  | 0                   |  |  |            | 0
|CEO (1) (2) (3)             |  |      | 2011 |  |            |  | 18,000 |           |  |  | 0                |  |  |                   | 60,000 |  |                                      |  | 0 |                                           |  |  | 0                   |  |  |            | 0
|                            |  |      | 2012 |  |            |  | 87,666 |           |  |  | 0                |  |  |                   |        |  |                                      |  | 0 |                                           |  |  | 0                   |  |  |            | 0
|Bradley Steere, Secretary   |  |      | 2010 |  |            |  | 0      |           |  |  | 0                |  |  |                   | 0      |  |                                      |  | 0 |                                           |  |  | 0                   |  |  |            | 0
|                            |  |      | 2011 |  |            |  | 0      |           |  |  | 0                |  |  |                   | 0      |  |                                      |  | 0 |                                           |  |  | 0                   |  |  |            | 0
|(4)                         |  |      | 2012 |  |            |  | 8,000  |           |  |  | 0                |  |  |                   | 0      |  |                                      |  | 0 |                                           |  |  | 0                   |  |  |            | 0



(1)On November 21, 2011, we entered into a three year Employment Agreement with Mr. Wesley Ramjeet
pursuant to which Mr. Ramjeet will receive an base salary of $150,000 in the first year, $200,000 in the second year and $250,000
in the third year. Mr. Ramjeet will also qualify to receive bonus payments each year based

on the revenue and operations of the Company. Mr.
Ramjeet serves as our Chief Executive Officer and is a member of our board of directors.



(2)  On March 1, 2009, we entered into
a consulting agreement with Mr. Wesley Ramjeet pursuant to which Mr. Ramjeet was paid a consulting fee of $1,500 per month. Mr.
Ramjeet’s Consulting Agreement was replaced in November 2011 with a three-year employment agreement, which is described in
footnote (1) above, and is no longer in effect.



(3) On January 24, 2011, under an agreement dated
January 24, 2011 we issued Mr. Wesley Ramjeet 2,000,000 shares of the company’s common stock at $.03 per share for a total
value of $60,000.



(4) On October 1, 2011, we entered into a consulting
agreement with Mr. Bradley Steere pursuant to which Mr. Steere is paid a consulting fee of $1,000 per month.



Option Grants Table



There were no individual grants of stock
options to purchase our common stock made to the executive officers named in the Summary Compensation Table through September 11,
2012.



Aggregated Option Exercises and Fiscal
Year-End Option Value Table



There were no stock options outstanding
or exercised during the year ended May 31, 2012 by the executive officers named in the Summary Compensation Table.



Long-Term Incentive Plan (“LTIP”)
Awards Table



There were no awards made to a named executive
officer in the last completed fiscal year under any LTIP.



Compensation of Directors



Directors are permitted to receive fixed
fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of
directors. No amounts have been paid to, or accrued to, directors in such capacity.



17







Employment Contracts



On November 21, 2011, we entered into an
employment agreement with Wesley Ramjeet, our CEO and President (the “Ramjeet Employment Agreement”), which has an
initial term of three (3) years. Under the terms of the Ramjeet Employment Agreement, Mr. Ramjeet will continue to serve as our
President and Chief Executive Officer. Mr. Ramjeet is also a member of our board of directors.  Mr. Ramjeet will receive
a base salary of $150,000 per year in the first year of the agreement, $200,000 per year in the second year of the agreement and
$250,000 per year in the third year of the agreement. Mr. Ramjeet will be entitled to certain bonus payments based on the revenue
of the company and capital raised by the company. The amounts of Mr. Ramjeet’s potential bonus payments are described in
greater detail in Schedule A to the Ramjeet Employment Agreement.



The Consulting Agreement previously in
effect between the Company and Mr. Ramjeet was replaced by the Ramjeet Employment Agreement and is no longer in effect.



On October 1, 2011, we entered into a consulting agreement with
Bradley Steere, our Secretary and a member of our board of directors, which has an initial term of one (1) year. Under the terms
of the consulting agreement, Mr. Steere will be paid $1,000 per month for services related to the preparation and filing of our
SEC periodic reports, and other legal matters.



Indemnification



Under our Articles of Incorporation and
Bylaws, 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. We may advance expenses incurred in
defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he 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. Regarding indemnification for liabilities arising under the Securities Act, which may be permitted
to directors or officers under Nevada law, we are informed that, in the opinion of the Commission, indemnification is against public
policy, as expressed in the Act and is, therefore, unenforceable.



|Item 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------



The following table sets forth, as of September
11, 2012, information regarding the beneficial ownership of our common stock: (i) by each of our directors and executive officers;
(ii) by all directors and executive officers as a group; or (iii) by all persons known to us to own 5% or more of our outstanding
shares of common stock. The mailing address for each of the persons indicated is our corporate headquarters.



Beneficial ownership is determined under
the rules of the SEC. In general, these rules attribute beneficial ownership of securities to persons who possess sole or shared
voting power and/or investment power with respect to those securities and include, among other things, securities that an individual
has the right to acquire within sixty (60) days. Unless otherwise indicated, the stockholders identified in the following table
have sole voting and investment power with respect to all shares shown as beneficially owned by them.

18







|                                     |  | Shares of Common Stock Beneficially Owned (1) |           
|------------------------------------ |  | --------------------------------------------- | ----------
|Name                                 |  | Number of Shares                              |           
|                                     |  |                                               |           
|Wesley Ramjeet                       |  |                                               | 15,200,000
|Bradley L. Steere II                 |  |                                               | 2,400,000 
|                                     |  |                                               |           
|All directors and executive officers |  |                                               | 17,600,000



(1)            As
used in this table, a beneficial owner of a security includes any person who, directly or indirectly, through contract, arrangement,
understanding, relationship or otherwise has or shares (a) the power to vote, or direct the voting of, such security or (b) investment
power which includes the power to dispose, or to direct the disposition of, such security. In addition, a person is deemed to be
the beneficial owner of a security if that person has the right to acquire beneficial ownership of such security within sixty (60)
days.

(2)           Mr.
Ramjeet personally owns 15,200,000 shares of our common stock.

(3)           Mr.
Steere personally owns 2,400,000 shares of our common stock.



The percentages in the above table are computed based upon a
total of 25,203,708 shares or common stock being outstanding on September 11, 2012.



|Item 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
DIRECTOR INDEPENDENCE.
|-------- | -------------------------------------------------------------------------



On March 1, 2009, we entered into an agreement
to provide CFO and accounting services to 3A Media, Inc., a private New Jersey corporation (“3A Media”). Under the
terms of this agreement, we provided general CFO and accounting services to 3A Media for a fee of $1,000 per month. The term of
this agreement expired on August 31, 2010 and continued on a monthly basis until August 1, 2011.



|Item 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES
|-------- | --------------------------------------



Fees paid to the Company’s current principal accountant,
Coulter & Justus, P.C., were as follows:



|               |  | Year ended |        |  | Year Ended |  
|-------------- |  | ---------- | ------ |  | ---------- | -
|               |  | May 31,    |        |  | May 31,    |  
|               |  | 2012       |        |  | 2011       |  
|               |  |            |        |  |            |  
|Audit fees (1) |  | $          | 20,910 |  |            | $



|(1) | Audit fees consist of amounts billed for professional services rendered for the audits of our financial statements, reviews of our interim financial statements included in quarterly reports, services performed in connection with filings with the Securities & Exchange Commission and related comfort letters and other services that are normally provided by Coulter & Justus, P.C., in connection with statutory and regulatory filings or engagements.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Company has not designated a formal
audit committee.  However, as defined in Sarbanes-Oxley Act of 2002, the entire Board of Directors (Board), in the absence
of a formally appointed committee, is, by definition, the Company’s audit committee.



19







In discharging its oversight responsibility
as to the audit process, commencing with the engagement of Coulter & Justus, P.C., the Board obtained from the independent
auditors a formal written statement describing all relationships between the auditors and the Company that might bear on the auditors’
independence as required by applicable accounting standards.  The Board discussed with the auditors any relationships
that may impact their objectivity and independence, including fees for non-audit services, and satisfied itself as to the auditors’
independence.



The Board discussed and reviewed with the
independent auditors all matters required to be discussed by auditing standards generally accepted in the United States of America,
including those described in the appropriate Statement(s) on Auditing Standards.



The Board reviewed the audited financial
statements of the Company as of and for the years ended May 31, 2012 and May 31, 2011 with management and the independent auditors.  Management
has the sole ultimate responsibility for the preparation of the Company’s financial statements and the independent auditors
have the responsibility for their examination of those statements.



Based on the above-mentioned review and
discussions with the independent auditors and management, the Board of Directors approved the Company’s audited financial
statements and recommended that they be included in its Annual Report on Form 10-K for the year ended May 31, 2012 for filing with
the U. S. Securities and Exchange Commission.



The Company’s principal accountant
did not engage any other persons or firms other than the principal accountant’s full-time, permanent employees.



PART IV



Item 15.  EXHIBITS, CONSOLIDATED FINANCIAL STATEMENT
SCHEDULES



(a)           Consolidated Financial
Statements



Profit Planners Management, Inc.

FORM 10-K

YEAR ENDED MAY 31, 2012



TABLE OF CONTENTS



|        |                                                                                |  | Page
|------- | ------------------------------------------------------------------------------ |  | ----
|        | PART I                                                                         |  |     
|Item 1. | Consolidated Financial Statements                                              |  |     
|        |                                                                                |  |     
|        | Consolidated Balance Sheets as of  May 31, 2012 and May 31, 2011               |  | F-3 
|        | Consolidated Statements of Operations for the Year ended May 31, 2012 and 2011 |  | F-4 
|        | Consolidated Statement of Stockholders’ Equity (Deficit) through May 31, 2012  |  | F-5 
|        | Consolidated Statements of Cash Flows for the Year ended May 31, 2012 and 2011 |  | F-6 
|        |                                                                                |  |     
|        | Notes to the Consolidated Financial Statements                                 |  | F-7 



F-1







Report of Independent Registered Public
Accounting Firm



To the Board of Directors and Stockholders

Profit Planners Management, Inc.



We have audited the accompanying consolidated balance sheets
of Profit Planners Management, Inc. and subsidiaries (the “Company”) as of May 31, 2012 and 2011, and the related consolidated
statements of operations, changes in stockholders’ equity and cash flows for the years ended May 31, 2012 and 2011. The Company’s
management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.



We conducted our audits in accordance with the standards of
the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is
not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over
financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.



In our opinion the consolidated financial statements referred
to above present fairly, in all material respects, the consolidated financial position of Profit Planners Management, Inc. and
subsidiaries as of May 31, 2012 and 2011, and the results of its operations and its cash flows for the years ended May 31, 2012
and 2011in conformity with accounting principles generally accepted in the United States of America.



The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going concern.  As discussed in Note 3 to the consolidated financial
statements, the Company has recurring losses from operations, which raises substantial doubt about its ability to continue as a
going concern. Management’s plans regarding these matters are described in Note 3. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.



Coulter & Justus P.C.

Knoxville, Tennessee

September 11, 2012



F-2







Profit Planners Management, Inc.

Consolidated Balance Sheets



|                                                                                                                                     |  | May 31, 2012 |          |   | May 31, 2011 |  
|------------------------------------------------------------------------------------------------------------------------------------ |  | ------------ | -------- | - | ------------ | -
|Assets                                                                                                                               |  |              |          |   |              |  
|Current Assets:                                                                                                                      |  |              |          |   |              |  
|Cash                                                                                                                                 |  | $            | 80,537   |   |              | $
|Accounts receivable                                                                                                                  |  |              | 77,425   |   |              |  
|Other current assets                                                                                                                 |  |              | 11,288   |   |              |  
|Total current assets                                                                                                                 |  |              | 169,250  |   |              |  
|                                                                                                                                     |  |              |          |   |              |  
|Property, and Equipment                                                                                                              |  |              |          |   |              |  
|Property and equipment                                                                                                               |  |              | 3,550    |   |              |  
|Less: Accumulated depreciation                                                                                                       |  |              | (237     | ) |              |  
|Net Property and Equipment                                                                                                           |  |              | 3,313    |   |              |  
|                                                                                                                                     |  |              |          |   |              |  
|Total Assets                                                                                                                         |  | $            | 172,563  |   |              | $
|                                                                                                                                     |  |              |          |   |              |  
|Liabilities and Stockholders' Equity                                                                                                 |  |              |          |   |              |  
|Current liabilities:                                                                                                                 |  |              |          |   |              |  
|Accounts and accrued expenses payable                                                                                                |  | $            | 67,519   |   |              | $
|Accounts and accrued expenses payable - related party                                                                                |  |              | 107,075  |   |              |  
|Total Liabilities                                                                                                                    |  |              | 174,594  |   |              |  
|                                                                                                                                     |  |              |          |   |              |  
|Stockholders' Equity                                                                                                                 |  |              |          |   |              |  
|Preferred stock - $.001 par value; 50,000,000 shares authorized; none issued and outstanding                                         |  |              | -        |   |              |  
|Common stock - $.001 par value; 500,000,000 shares authorized; 25,203,708 and 25,018,523 shares issued and outstanding, respectively |  |              | 25,203   |   |              |  
|Common stock - $.001 par value; 185,186 and 370,371 shares subscribed not issued, respectively                                       |  |              | 185      |   |              |  
|Additional paid-in capital                                                                                                           |  |              | 169,508  |   |              |  
|Less:  Amount due from subscriber under subscription agreement                                                                       |  |              | (33,334  | ) |              |  
|Accumulated deficit                                                                                                                  |  |              | (163,593 | ) |              |  
|Total Stockholders' Equity                                                                                                           |  |              | (2,031   | ) |              |  
|Total Liabilities and Stockholders' Equity                                                                                           |  | $            | 172,563  |   |              | $



See accompanying notes to the consolidated
financial statements.



F-3







Profit Planners Management, Inc.

Consolidated Statements of Operations



|                                                                                         |  | Year Ended May 31, 2012 |            |   | Year Ended May 31, 2011 |  
|---------------------------------------------------------------------------------------- |  | ----------------------- | ---------- | - | ----------------------- | -
|                                                                                         |  |                         |            |   |                         |  
|Revenue                                                                                  |  | $                       | 504,910    |   |                         | $
|Revenue - Related Parties                                                                |  |                         | 5,660      |   |                         |  
|Total revenue                                                                            |  |                         | 510,570    |   |                         |  
|                                                                                         |  |                         |            |   |                         |  
|Cost of revenue                                                                          |  |                         | 293,541    |   |                         |  
|Cost of revenue – Related Parties                                                        |  |                         | 74,036     |   |                         |  
|Total Cost of Revenue                                                                    |  |                         | 367,577    |   |                         |  
|                                                                                         |  |                         |            |   |                         |  
|Gross profit                                                                             |  |                         | 142,993    |   |                         |  
|                                                                                         |  |                         |            |   |                         |  
|Operating expenses:                                                                      |  |                         |            |   |                         |  
|Officer’s compensation                                                                   |  |                         | 58,544     |   |                         |  
|Consulting & professional expenses                                                       |  |                         | 56,218     |   |                         |  
|Other operating expenses                                                                 |  |                         | 81,146     |   |                         |  
|Total operating expenses                                                                 |  |                         | 195,908    |   |                         |  
|                                                                                         |  |                         |            |   |                         |  
|Net Loss                                                                                 |  | $                       | (52,915    | ) |                         | $
|                                                                                         |  |                         |            |   |                         |  
|Basis & Diluted Net loss per weighted-average shares of common stock                     |  | $                       | (0.00      | ) |                         | $
|                                                                                         |  |                         |            |   |                         |  
|Weighted-average number of shares of common stock to be issued and outstanding - Basic   |  |                         | 25,154,123 |   |                         |  
|                                                                                         |  |                         |            |   |                         |  
|Weighted-average number of shares of common stock to be issued and outstanding - Diluted |  |                         | 25,470,042 |   |                         |  



See accompanying notes to the consolidated
financial statements.



F-4







Profit Planners Management, Inc.



Consolidated Statements of Changes in
Stockholders’ Equity (Deficit)



|                                                             |  | Common Shares |            |  |        |   |        | Common     |  |   | Additional |   |  | Amount Due   |         |   |             |   |         |       | 
|------------------------------------------------------------ |  | ------------- | ---------- |  | ------ | - | ------ | ---------- |  | - | ---------- | - |  | ------------ | ------- | - | ----------- | - | ------- | ----- | 
|                                                             |  | Issued and    |            |  | Common |   |        | Stock      |  |   | Paid-in    |   |  | Subscription |         |   | Accumulated |   |         |       | 
|                                                             |  | Outstanding   |            |  | Stock  |   |        | Subscribed |  |   | Capital    |   |  | Agreement    |         |   | Deficit     |   |         | Total | 
|                                                             |  |               |            |  |        |   |        |            |  |   |            |   |  |              |         |   |             |   |         |       | 
|Balance June  1, 2010                                        |  |               | 10,416,669 |  |        | $ | 10,416 |            |  | $ | -          |   |  | $            | 12,084  |   |             |   | -       |       | 
|                                                             |  |               |            |  |        |   |        |            |  |   |            |   |  |              |         |   |             |   |         |       | 
|Issuance of common stock to related party for services       |  |               | 2,000,000  |  |        |   | 2,000  |            |  |   | -          |   |  |              | 58,000  |   |             |   | -       |       | 
|Stock Dividend Payment                                       |  |               | 12,416,669 |  |        |   | 12,417 |            |  |   | -          |   |  |              | (12,417 | ) |             |   | -       |       | 
|                                                             |  |               |            |  |        |   |        |            |  |   |            |   |  |              |         |   |             |   |         |       | 
|Stock issued under subscription agreement                    |  |               | 185,185    |  |        |   | 185    |            |  |   | -          |   |  |              | 33,148  |   |             |   | -       |       | 
|                                                             |  |               |            |  |        |   |        |            |  |   |            |   |  |              |         |   |             |   |         |       | 
|Stock Due under subscription agreement                       |  |               | -          |  |        |   | -      |            |  |   | 370        |   |  |              | 66,297  |   |             |   | -       |       | 
|                                                             |  |               |            |  |        |   |        |            |  |   |            |   |  |              |         |   |             |   |         |       | 
|Amount due from subscriber under subscription agreement      |  |               | -          |  |        |   | -      |            |  |   | -          |   |  |              | -       |   |             |   | (66,667 |       | 
|Net loss for the year ended May 31, 2011                     |  |               | -          |  |        |   | -      |            |  |   | -          |   |  |              | -       |   |             |   | -       |       | 
|Balance May 31, 2011                                         |  |               | 25,018,523 |  |        | $ | 25,018 |            |  | $ | 370        |   |  | $            | 157,112 |   |             | $ | (66,667 |       | 
|                                                             |  |               |            |  |        |   |        |            |  |   |            |   |  |              |         |   |             |   |         |       | 
|Stock compensation due under agreement, less canceled shares |  |               | -          |  |        |   | -      |            |  |   | -          |   |  |              | 12,396  |   |             |   | -       |       | 
|Amount due under subscription agreement                      |  |               | 185,185    |  |        |   | 185    |            |  |   | (185       | ) |  |              | -       |   |             |   | 33,333  |       | 
|Net loss for the year ended May 31, 2012                     |  |               | -          |  |        |   | -      |            |  |   | -          |   |  |              | -       |   |             |   | -       |       | 
|Balance May 31, 2012                                         |  |               | 25,203,708 |  |        | $ | 25,203 |            |  | $ | 185        |   |  | $            | 169,508 |   |             | $ | (33,334 | )     | 





See accompanying notes to the consolidated
financial statements.



F-5







Profit Planners Management, Inc.

Consolidated Statements of Cash Flows



|                                                                                   |  | Year Ended May 31, 2012 |         |   | Year Ended May 31, 2011 |  
|---------------------------------------------------------------------------------- |  | ----------------------- | ------- | - | ----------------------- | -
|                                                                                   |  |                         |         |   |                         |  
|Cash Flows From Operating Activities                                               |  |                         |         |   |                         |  
|Net loss                                                                           |  | $                       | (52,915 | ) |                         | $
|Adjustments to reconcile net loss to cash provided (used in) operating activities: |  |                         |         |   |                         |  
|Depreciation                                                                       |  |                         | 237     |   |                         |  
|Issuance of stock for services - related party                                     |  |                         | -       |   |                         |  
|Stock compensation                                                                 |  |                         | 12,396  |   |                         |  
|Changes in operating assets and liabilities:                                       |  |                         |         |   |                         |  
|Accounts receivable                                                                |  |                         | (77,425 | ) |                         |  
|Other current assets                                                               |  |                         | (10,000 | ) |                         |  
|Accounts and accrued expenses payable                                              |  |                         | 52,961  |   |                         |  
|Accounts and accrued expenses payable - related party                              |  |                         | 88,200  |   |                         |  
|Net Cash provided by (used in) Operating Activities                                |  | $                       | 13,454  |   |                         | $
|                                                                                   |  |                         |         |   |                         |  
|Cash Flows From Investing Activities                                               |  |                         |         |   |                         |  
|Purchases of property and equipment                                                |  |                         | (3,550  | ) |                         |  
|                                                                                   |  |                         |         |   |                         |  
|Cash Flows From Financing Activities                                               |  |                         |         |   |                         |  
|Proceeds from Issuance of common stock                                             |  |                         | 33,333  |   |                         |  
|                                                                                   |  |                         |         |   |                         |  
|Net Increase in Cash                                                               |  |                         | 43,237  |   |                         |  
|Cash, beginning of period                                                          |  |                         | 37,300  |   |                         |  
|Cash, end of period                                                                |  | $                       | 80,537  |   |                         | $



See accompanying notes to the consolidated
financial statements.



F-6







Profit Planners Management, Inc.

Notes to Consolidated Financial
Statements



NOTE 1 – ORGANIZATION



Profit Planners Management, Inc. (the “Company”)
was incorporated on January 29, 2009 under the laws of the State of Nevada.  The Company derives revenue from management,
financial and accounting advisory services mainly through consulting agreements.



NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Principles of Consolidation



The consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation.



Accounts receivable



Accounts receivable represents trade obligations from customers
that are subject to normal trade collection terms, without discounts. The Company periodically evaluates the collectability of
its accounts receivable and considers the need to record or adjust an allowance for doubtful accounts based upon historical collection
experience and specific customer information. Actual amounts could vary from the recorded estimates. The Company has determined
that as of May 31, 2012 and May 31, 2011, no allowance for doubtful accounts was required.  The Company does not
require collateral to support customer receivables. As of May 31, 2012, three customers accounted for 92% of accounts receivable.



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. In 2012,
the three largest customers accounted for 66% of revenue.



Use of estimates



The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America 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.



Income taxes



The amount provided for income taxes is based upon the amounts
of current and deferred taxes payable or refundable at the date of the financial statements as a result of all events recognized
in the financial statements as measured by the provisions of enacted tax laws.



The Company evaluates its uncertain tax positions and a loss
would be recognized when it is probable that a liability has been incurred as of the date of the financial statements and the amount
of the loss can be reasonably estimated. The amount that would be recognized is subject to estimate and management’s assessment
of relevant risks, facts and circumstances for each uncertain tax position. To the extent the Company’s assessment of such
tax positions changes, the change in estimate is recorded in the period in which the determination is made. The Company reports
any tax-related interest and penalties as a component of income tax expense.  The Company is subject to federal and state
income taxes in which the Company operates. Tax years subject to examination by federal and state jurisdictions include 2009 and
after.



F-7







Fair Value of Financial Instruments



The carrying amounts reported in the balance sheet for our current
assets and current liabilities  approximate fair value based on the short-term contractual or maturity of these instruments.



Net loss per common share



Basic net loss per share is computed by dividing net loss by
the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by
dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during
each period. There were 185,186 and 370,371 potentially dilutive shares outstanding as of May 31, 2012 and May 31, 2011, respectively.



Reclassifications



Certain amounts in prior periods presented have been reclassified
to conform to current period financial statement presentation. These reclassifications include a related party recivble of $25,500
offset against a related party payable as management determined that the intent is to settle the receivable against the payable,
the reclassifications have no effect on previously prepared net income.



NOTE 3 – GOING CONCERN



As reflected in the accompanying audited financial statements,
the Company has a net loss of $52,915 for the year ended May 31, 2012; and an accumulated deficit of $163,593 at May 31, 2012.  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.  In addition,
management intends to obtain capital in the near future through additional private placement offerings.



There can be no assurance that the raising of equity will be
successful and 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 4 – RELATED PARTY TRANSACTIONS



A portion of revenues and accounts receivable is derived from
providing consulting services (primarily CFO services) to two companies substantially owned by our CEO.  Consulting and
professional services provided to these related companies by our CEO are classified as related party expenses.



On January 24, 2011, under an agreement dated January 24, 2011
the company issued Wesley Ramjeet, the company CEO and director, 2,000,000 shares of the company’s common stock at $.03 per
share, based on the Company’s estimate of fair value of shares, for a total value of $60,000 in exchange for professional
services performed.  The Company recognized $60,000 of consulting and professional expense related to the agreement.



NOTE 5 – INCOME TAXES



The Company has Federal net operating loss carryovers available
to offset future taxable income as follows:



F-8







|Year Generated |  | Year of Expiration |  | Amount |        
|-------------- |  | ------------------ |  | ------ | -------
|2009           |  | 2029               |  | $      | 617    
|2010           |  | 2030               |  |        | 16,939 
|2011           |  | 2031               |  |        | 93,121 
|2012           |  | 2032               |  |        | 923    
|               |  |                    |  | $      | 111,600



Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income
tax purposes.



Components of the Company’s deferred tax asset are as
follows as of May 31:



|                                                   |  | 2012 |         |   | 2011 |  
|-------------------------------------------------- |  | ---- | ------- | - | ---- | -
|Deferred tax asset – net operating loss carryovers |  | $    | 17,305  |   |      | $
|Deferred tax asset—accrued expenses                |  |      | 7,233   |   |      |  
|Valuation allowance                                |  |      | (24,538 | ) |      |  
|Net deferred tax asset                             |  | $    | -       |   |      | $



The Company periodically evaluates whether it is more likely
than not that it will generate sufficient taxable income to realize the deferred income tax asset. The ultimate realization of
this asset is dependent upon the generation of future taxable income sufficient to offset the related deductions. At the present
time, management cannot presently determine when the Company will be able to generate sufficient taxable income to realize the
deferred tax asset; accordingly, a valuation allowance has been established to offset the asset.  The net change in valuation
allowance was an increase of $7,936 and $13,969 in 2012 and 2011, respectively.



The reconciliation of income tax benefit attributable to continuing
operations computed at the U.S. federal statutory tax rates to the income tax benefit recorded is as follows:



|                                         |  | Year Ended May 31, |       
|---------------------------------------- |  | ------------------ | ------
|                                         |  | 2012               |       
|Income tax at U.S. statutory rate of 15% |  | $                  | (7,936
|Increase in valuation allowance          |  |                    | 7,936 
|Income tax benefit                       |  | $                  | -     





NOTE 6 –  SUBSCRIPTION AGREEMENT



In May 2011, the Company entered into a Stock Purchase Agreement
with Orchid Island Capital Partners LP (“Orchid”)  whereby Orchid agreed to purchase 555,556 shares of the
company’s restricted common stock for $100,000.  The Company issued 370,371 shares of common stock under the subscription
agreement. As of September, 11, 2012, the company received $66,667 of the $100,000 by subscription agreement through the private
placement.



NOTE 7 –  LEASES



On September 12, 2011, the company entered into lease agreement
for office space in Manhattan,, NY. The agreement expires on December 31, 2012. The license fee is $1,964 per month.



NOTE 8 – STOCK COMPENSATION



Profit Planners South entered into an employment agreement with
an employee on August 1, 2011. In connection with the agreement the Company will issue 25,000 shares of Company common stock to
the employee as stock compensation. The common stock vests over two years from the date of the employment agreement. In connection
with the agreement, the Company recognized stock compensation expense of $3,646 for the twelve-month period ended May 31, 2012.
During 2012, the employee associated with this agreement was terminated and no additional compensation expense will be included.



On November 18, 2011, Profit Planners Management, Inc. entered
into an agreement with a consultant. The agreement has an initial term of three (3) years. Under the terms of the agreement, the
Company will pay the consultant a fee of $10,000 per month and will grant 150,000 total shares of restricted common stock. The
shares shall vest over the term of the agreement at the rate of 50,000 shares per year. In connection with the consulting agreement,
the Company recognized stock compensation expense of $8,750 in 2012. Additional stock compensation of $36,250 is expected to be
recognized over the remaining period of the agreement(two years). The fair value of the grants noted above were determined by
the most recent trade price of the common stock at the grant date.



F-9







(b)          Exhibits



|Ex. No. |  | Document Description                                                                                                                                                                                                                    
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1 #   |  | Articles of Incorporation of Profit Planners Management, Inc.  Incorporated by reference to Exhibit 3.1 to Amendment #1 to the registrant’s Registration Statement on Form S-1 filed on September 8, 2009.                              
|3.2 #   |  | Bylaws of Profit Planners Management, Inc.  Incorporated by reference to Exhibit 3.2 to Amendment #1 to the registrant’s Registration Statement on Form S-1 filed on September 8, 2009.                                                 
|10.1 #@ |  | Employment Agreement between Profit Planners Management, Inc. and Mr. Wesley Ramjeet dated November 21, 2011.  Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the registrant on November 22, 2012.
|14.1 #  |  | Code of Ethics. Incorporated by
reference to Exhibit 14.1 to the Annual Report on Form 10-K filed by the registrant on August 30, 2011.                                                                                                 
|31.1*   |  | Certificate of Chief Executive Officer
        Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                               
|31.2*   |  | Certificate of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                       
|32.1*   |  | Certificate of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                       
|32.2*   |  | Certificate of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                       



|# | Incorporated by reference.               
|- | -----------------------------------------
|@ | Management contract or compensatory plan.
|* | Filed herewith.                          



20







SIGNATURES



Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf on September
__, 2012 by the undersigned, thereunto authorized.



PROFIT PLANNERS MANAGEMENT, INC.



|By: | /s/ Wesley Ramjeet                                                           | 
|--- | ---------------------------------------------------------------------------- | 
|    | Wesley Ramjeet,Chief Executive Officer and Director                          | 
|    |                                                                              | 
|By: | /s/ Wesley Ramjeet                                                           | 
|    | Wesley Ramjeet, principal financial officer and principal accounting officer | 



Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities on
the date(s) indicated.



|SIGNATURE               |  | DATE                 |  | TITLE                  
|----------------------- |  | -------------------- |  | -----------------------
|                        |  |                      |  |                        
|/s/ Wesley Ramjeet      |  | September   12, 2012 |  | Chief Executive Officer
|Wesley Ramjeet          |  |                      |  | and Director           
|                        |  |                      |  |                        
|/s/ Bradley L Steere II |  | September 12 , 2012  |  | Secretary and Director 
|Bradley L Steere II     |  |                      |  |                        



21