UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549








FORM
10-K








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





For
      the fiscal year ended May 31, 2010





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




110
West 40th Street, Suite 2503


New York, NY
10018


(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
      RegisteredCommon
      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                                            ̈  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 $312,500.





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 August 10,
    2010Common
      Stock, $.001 par value per share
              
              10,416,669
      shares








TABLE
OF CONTENTS





Page
      #PART
      IItem
      1.
                        Business
                        3Item
      1A.
                        Risk
      Factors
                        6Item
      2.
                        Properties
                        10Item
      3.
                        Legal
      Proceedings
                        10PART
      IIItem
      5.
                        Market
      for the Registrant’s Common Stock and Related Stockholder
      Matters
                        11Item
      6.
                        Selected
      Financial Data
                        13Item
      7.
                        Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                        14Item
      7A.
                        Quantitative
      and Qualitative Disclosures About Market Risk
                        16Item
      8.
                        Financial
      Statements and Supplementary Data
                        16Item
      9.
                        Changes
      In and Disagreements With Accountants on Accounting and Financial
      Disclosure
                        16Item
      9A.
                        Controls
      and Procedures
                        17PART
      IIIItem
      10.
                        Directors,
      Executive Officers and Corporate Governance
                        18Item
      11.
                        Executive
      Compensation
                        20Item
      12.
                        Security
      Ownership of Certain Beneficial Owners and Management
                        21Item
      13.
                        Certain
      Relationships and Related Transactions, and Director
      Independence
                        22Item
      14.
                        Principal
      Accountant Fees and Services
                        22PART
      IVItem
      15.
                        Exhibits
      and Financial Statements Schedules
                        23


2


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 a
development stage company with a very limited operating history. We provide
short-term engagements of an outside chief financial officer (“CFO”) to help
companies complete certain transactions or restructurings. Such transactions
include, but are not limited to, the sale of a business, business
reorganizations, the transfer of a family business, estate planning and the tax
implications of such transactions. There are many similar situations where a
small to mid-sized company, which normally would not have a CFO, would need one
for a period of time to complete a business transaction. Additionally, we
provide monthly accounting services to businesses that do not have an accounting
department. Generally the contracts for our engagement to provide monthly
accounting services and would be renewable with the mutual consent of the
parties to the agreement.





We target
our marketing to small to mid-sized companies whose revenues and general
business operations do not support, or require, the employment of a full time
chief financial officer. When a company of this size is presented with a more
complex business transaction, such as a business reorganization, it may not have
an employee with the expertise to complete that transaction. We offer such
companies a short-term, lower cost alternative to hiring a full-time CFO, whose
services may only be needed for the time it takes to complete a specific complex
transaction. We believe there are many similar situations where a small to
mid-sized company, which normally would not have a CFO, would need one for a
period of time to complete a business transaction, and we seek to fill this need
by providing such companies with a short-term, contracted CFO
consultant.


3





We
contract out our CFO consultants to clients on a monthly basis with our fees
being paid either on a “per hour” basis or on a monthly retainer basis. The fees
we charge each client will depend on the complexity of the services being
provided and the length of the term of engagement and are negotiated with each
client on an individual basis.  We do not currently have a set fee
structure for our services.





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 will provide general CFO and accounting services to 3A
Media for a fee of $1,000 per month. The term of this agreement expires on
August 31, 2010, at which time 3A Media has the option to renew the contract for
successive one-year terms.  We expect the contract to be renewed again upon
the expiration of that term. Currently the services that we are providing to 3A
Media are mainly for monthly accounting services.




On April
1, 2009, we entered into an agreement to provide CFO and accounting services to
Micro-Cap Review, Inc., a private Nevada corporation (“Micro-Cap”). Under the
terms of this agreement, we will provide general CFO and accounting services to
Micro-Cap for a fee of $1,000 per month. The term of this agreement expires on
September 30, 2010, at which time Micro-Cap has the option to renew the contract
for successive one-year terms.  We expect the contract to be renewed again
upon the expiration of that term. Currently the services that we are providing
Micro-Cap are mainly for monthly accounting services.




Our
contracts with 3A Media and Micro-Cap represent 100% of our current revenue from
operations. Both 3A Media and Micro-Cap are materially owned or controlled by
our CEO and director, Wesley Ramjeet.




We plan
to expand our client base over the next twelve (12) months to include
relationships with independent clients through the marketing of our services by
Mr. Ramjeet to such independent entities. 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. There can be no guarantee
however, that any additional clients will be identified, that they will enter
into contracts for our services or that any acquisitions will take
place.




Marketing




Our
marketing efforts are targeted to small to mid sized companies that are known
to, located or identified by our CEO . 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. Our focus is on expanding our client base to
include companies that are not affiliated with our CEO. 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.  We
believe that these strategies will provide the best results given our limited
marketing budget.





Our
target will be on companies that have sales of less than $100 million and are
based in North America. Our industry focus is media, technology, oil, gas, coal
and renewable energy. Although we focus on these industries we will look at
opportunities in other industries if it makes economic sense.





We do not
currently have a web-site, however, we have reserved the domain name www.profitplannersmgt.com
and we intend to develop a web-site as part of our marketing
strategy.


4





Competition




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




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




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 industry.




Employees




As of
August 10, 2010, we had no employees other than our two (2) officers and
directors, Mr. Wesley Ramjeet and Mr. Bradley Steere. We anticipate that we will
not hire any employees in the next twelve months unless we generate significant
additional revenues from operations or raise sufficient funds from financing
activities. Our CEO is a CPA and is available to be contracted out to clients
who need our 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. Our sources for such
independent professionals are the contacts of our CEO and the availability of
persons through the Linked-In service. Should such sub-contractors be needed, we
will enter into an agreement with such person and then contract out the
professional to our client for the term of the engagement. 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.





General





As stated
above, we are a development stage company and to date we have received minimal
revenues from our operations.  Our independent auditors have raised
substantial doubts as to our ability to continue as a going concern without
significant additional financing.  Our management estimates that we will
need to raise a minimum of $500,000 over the next twelve (12) months to execute
our business strategy, including the implementation of our marketing strategy,
which is currently under development. We estimate that it will take a minimum of
twelve (12) months to execute our marketing strategy.


5


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.




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 net loss from inception through May 31, 2010 is $17,556.





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





·
            our
      ability to identify and pursue mediums through which we will be able to
      market our services;





·
            our
      ability to attract and retain
customers;





·
            our
      ability to generate revenues through sales of 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 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.


6





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.




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.





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 CFO
service industry is 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. We intend to
rely solely on concepts developed by Wesley Ramjeet, our CEO and a director.
There can be no assurance that we will procure a market that will be available
to support the 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.




From
Inception, We Have Had Only Two Customers Who Have Accounted For 100% Of Our
Total Revenues.




We
currently have only two customers, Micro-Cap Review, Inc. and 3A Media, Inc.,
who account for 100% of our total revenues.  These customers are also
related parties because they are substantially owned by Mr. Wesley Ramjeet, our
CEO, director and controlling shareholder   While we believe our
relationships with Micro-Cap Review, Inc. and 3A Media, Inc. are stable, a
significant decrease or interruption in business from these significant
customers could have a material adverse effect on our business, financial
condition and results of operations. We plan to expand our customer base in the
upcoming year to mitigate this risk.




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. 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.


7





Because
Our CEO Will Not Be Devoting His Full Time To Our Operations, Our Operations May
Be Sporadic. This Could Prevent Us From Attracting Customers And Result In A
Reduction Of Revenues That May Cause Us To Suspend Or Cease
Operations.




Our CEO,
Wesley Ramjeet, will not be devoting his full time to our operations. Mr.
Ramjeet estimates that he will be committing approximately ten (10) hours per
week to our operations and expansion over the next twelve (12) months. As a
result, our operations may be sporadic, which could prevent us from attracting
some customers. Such loss of customers may result in a reduction of revenues and
make our operations unprofitable. This could ultimately lead to the cessation of
our operations.




We
Are Dependent On Our CEO, Wesley Ramjeet, To Guide Our Initial Operations and
Implement Our Plan Of Operations. If We Lose His Services We Will Have To Cease
Operations.




Our
success will depend on the ability and resources of Mr. Ramjeet. If we lose the
services of Mr. Ramjeet, we will cease operations. Presently, Mr. Ramjeet is
committed to providing approximately ten (10) hours per week to our operations
and expansion. However, Mr. Ramjeet does engage in other business activities. We
currently have a consulting agreement but no employment agreement with Mr.
Ramjeet.




Potential Conflicts of
Interest for Wesley Ramjeet, Our CEO and Director




Our CEO
and director, Wesley Ramjeet, owns and operates a privately held consulting firm
called Profit Planners, Inc. Profit Planners, Inc. markets itself to
publicly-held corporations and provides such services as the preparation of
financial statements for inclusion in SEC periodic reports, as well as advising
on the suitability from an accounting standpoint of potential acquisition
targets for public companies. In many cases the clients of Profit Planners, Inc.
have Chief Financial Officers in place. Mr. Ramjeet is also the owner of 33% of
CPA Tax Strategies, Inc., a privately held consulting firm that provides tax
return preparation and tax advice services to businesses. As a result of his
ownership of the above identified entities, Mr. Ramjeet may periodically have a
conflict of interest with respect to our prospective clients and presenting the
corporate opportunity to us rather than another entity that he wholly or
partially owns.




We do
however believe that there are enough differences in the services offered by us,
the type of clients that we will be marketing ourselves to, and the terms of our
engagement that the potential conflicts of interest identified above will be
minimized. While Profit Planners, Inc. generally markets itself only to
publicly-held companies, and CPA Tax Strategies, Inc. does not generally provide
advice on the tax ramifications of potential corporate transactions, it is
possible that the business areas of these companies will overlap with ours and
that they could be competitors for our business. This overlap could result in a
reduction in our business and reduce our revenue and negatively effect our
results of operations.




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.


8





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.


9





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 110 West 40th
Street, Suite 2503, New York, N.Y. 10018. This is also the office of other
companies owned and controlled by our CEO and director, Wesley Ramjeet. Mr.
Ramjeet makes this space available to the company free of charge. There is no
written agreement documenting this arrangement.




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.


10


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 full extent of the time that a public
market has existed for our common stock, 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, 2010
                      
                      High
                      
                      
                      LowQuarter
      endedAugust
      31, 2009
                      
                      $
                      0.00
                      
                      
                      $
                      0.00November
      30, 2009
                      
                      $
                      0.00
                      
                      
                      $
                      0.00February
      28, 2010
                      
                      $
                      0.00
                      
                      
                      $
                      0.00May
      31, 2010
                      
                      $
                      0.03
                      
                      
                      $
                      0.03





On August
10, 2010, the National Quotation Bureau, Inc. reported that the closing ask
price on our common stock was $0.03 per share.




Holders of Our Common
Stock




As of the
date of this filing, we had seventeen (17) shareholders of our common
stock.





As of
August 10, 2010, the shareholders list from our transfer agent shows that there
were 10,416,669 shares of common stock outstanding. Of those shares, 7,800,000
shares, or 74.88% percent of our outstanding common stock, were owned by our
officers and directors.





Stock Option
Grants




As of
August 10, 2010, 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.


11





Common
Stock




As of
August 10, 2010, we had 10,416,669 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
August 10, 2010, 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.


12





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.


13





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.




Plan of
Operation




We are a
Nevada Corporation founded in January 2009. We provide short-term engagements of
an outside chief financial officer (“CFO”) to assist companies with certain
transactions or restructurings. Such transactions include, but are not limited
to, the sale of a business, business reorganizations, the transfer of a family
business, estate planning and the tax implications of such transactions.
 There are many similar situations where a small company, which normally
would not have a CFO, would need one for a period of time to complete a business
transaction. We intend, through the existing relationships of our CEO, to target
companies that may need our services.





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, 2010. In addition, at May
31, 2010 the Company has an accumulated deficit of $17,556. These factors raise
substantial doubt about the Company’s ability to continue as a going
concern.




During
2011, the Company intends 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.


14


Accounts
receivable





Accounts
receivable represents CFO and accounting services obligations 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, 2010, 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,
2010





For the
year ended May 31, 2010, we had related-party service income of $24,000. 
Expenses for the year ended May 31, 2010 totaled $40,939 resulting in a net loss
of $16,939.




Operating
expenses for the year ended May 31, 2010 of $40,939 are comprised of related
party consulting fees for Wesley Ramjeet, CEO, of $18,000, DTC consulting fees
of $5,500, accounting fees of $9,760, filing fees of $7,099 and office service
expenses of $580, respectively.





Period
from January 29, 2009 (Inception) through May 31, 2009





For the
period from January 29, 2009 (Inception) through May 31, 2009, we had
related-party service income of $5,000.  Expenses for the year ended May
31, 2010 totaled $5,617 resulting in a net loss of $617.




Operating
expenses for the period from January 29, 2009 (Inception) through May 31, 2009
of $5,617 are comprised of related party consulting fees for Wesley Ramjeet,
CEO, of $4,500 and office service expenses of $1,117, respectively.





Period
from January 29, 2009 (Inception) through May 31, 2010





For the
period from January 29, 2009 (Inception) through May 31, 2010, we had
related-party service income of $29,000.  Expenses for the year ended May
31, 2010 totaled $46,556 resulting in a net loss of $17,556.




Operating
expenses for the period from January 29, 2009 (Inception) through May 31, 2010
of $46,556 are comprised of related party consulting fees for Wesley Ramjeet,
CEO, of $22,500, DTC consulting fees of $5,500, accounting fees of $9,760,
filing fees of $7,099 and office service expenses of $1,697,
respectively.


15





Capital Resources and
Liquidity





As of May
31, 2010, we had cash of $18,204 as compared to cash of $8,883 as of May 31,
2009. Net cash used in operating activities totaled $3,179 for the year ended
May 31, 2010. Net cash provided by financing activities totaled $12,500 for the
year ended May 31, 2010 which included $12,500 for cash received for common
stock purchased through private placement.





Net cash
used in operating activities totaled $1,117 for the period ended January 29,
2009 (Inception) to May 31, 2009. Net cash provided by financing activities
totaled $10,000 for the period ended January 29, 2009 (Inception) to May 31,
2009 which included $10,000 for capital contribution received from a related
party.





Net cash
used in operating activities totaled $4,296 for the period ended January 29,
2009 (Inception) to May 31, 2010. Net cash provided by financing activities
totaled $22,500 for the period ended January 29, 2009 (Inception) to May 31,
2010 which included $12,500 for cash received for common stock purchased through
private placement and $10,000 for capital contribution received from a related
party.





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





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




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





The
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.





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, 2010.


16


Item
9A.    CONTROLS AND PROCEDURES





Disclosure
Controls and Procedures.Our management, under the supervision and
with the participation of our Chief Executive Officer (“CEO”) and Principal
Financial Officer (“PFO”), Wesley Ramjeet, has evaluated the effectiveness of
our disclosure controls and procedures as defined in Rules 13a-15 promulgated
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as
of the end of the period covered by this Annual Report. Based on such
evaluation, our CEO and PFO have concluded that, as of the end of the period
covered by this Annual Report, our disclosure controls and procedures are
effective.  Disclosure controls and procedures are controls and procedures
designed to ensure that information required to be disclosed in our reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC’s rules and forms and
include controls and procedures designed to ensure that information we are
required to disclose in such reports is accumulated and communicated to
management, including our CEO and PFO, as appropriate to allow timely decisions
regarding required disclosure.





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, 2010. Based on this evaluation and those criteria, our management, with
the participation of our CEO and PFO, concluded that, as of May 31, 2010, our
internal control over financial reporting was effective.





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.


17





Changes in
Internal Control over Financial Reporting.There have not been any
changes in our internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f)) that occurred during the year ended May 31, 2010 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.




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, 2010:




Name
            
            Age
            
            PositionWesley
      Ramjeet
            
            44
            
            Chief
      Executive Officer and DirectorBradley
      L. Steere II
            
            48
            
            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, 44, 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.


18





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




Mr.
Steere, 48, 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 BA degree from Boston University in
1984 and his JD degree from the Hofstra University School of Law in
1990.




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 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.


19





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, 2010 in all capacities for the accounts of our executives, including the
Chief Executive Officer (CEO):





Summary Compensation
Table




Name and PrincipalPosition
                        
                        Year
                        
                        Salary
                          ($)
                        
                        
                        Bonus
                          ($)
                        
                        
                        Stock
                          Awards
                          ($)
                        
                        
                        Option
                          Awards
                          ($)
                        
                        
                        Non-Equity
                          Incentive
                          Plan
                          Comp
                          ($)
                        
                        
                        Non-QualifiedDeferred
                          CompEarnings
                          ($)
                        
                        
                        All
                          Other
                          Comp
                          ($)
                        
                        
                        Totals
                          ($)Wesley Ramjeet,
      CEO (1)
                        
                        2009
                        
                        
                        4,500
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        4,5002010
                        
                        
                        18,000
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        18,000Bradley
      Steere, Secretary
                        
                        2009
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        02010
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0





(1)  On
March 1, 2009, we entered into a consulting agreement with Mr. Wesley Ramjeet.
Mr. Ramjeet serves as our Chief Executive Officer and is a member of our board
of directors. Mr. Ramjeet agreement requires us to pay him a consulting fee of
$1,500 per month.





Option Grants
TableThere
were no individual grants of stock options to purchase our common stock made to
the executive officers named in the Summary Compensation Table through August
10, 2010.




Aggregated Option Exercises
and Fiscal Year-End Option Value Table.There were no stock options
outstanding or exercised during the year ended May 31, 2010 by the executive
officers named in the Summary Compensation Table.




Long-Term Incentive Plan
(“LTIP”) Awards TableThere 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.




Employment
Contracts




On March
1, 2009, we entered into a consulting agreement with Mr. Wesley Ramjeet. Mr.
Ramjeet serves as our Chief Executive Officer and is a member of our board of
directors. Mr. Ramjeet receives a consulting fee of $1,500 per month under the
Consulting Agreement. The Consulting Agreement does not require Mr. Ramjeet to
commit his full time to the company. The Consulting Agreement is not for a
specified term and will continue indefinitely with the mutual consent of the
parties thereto.




20




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 August 10, 2010, 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.




Shares of Common Stock
                          Beneficially Owned (1)Name
                        
                        Number ofShares
                        
                        
                        Percent ofClassWesley
      Ramjeet
                        
                        
                        6,600,000
                        (2)
                        
                        
                        63.36
                        %Bradley
      L. Steere II
                        
                        
                        1,200,000
                        (3)
                        
                        
                        11.52
                        %All
      directors and executive officers
                        
                        
                        7,800,000
                        
                        
                        
                        74.88
                        %





(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 6,600,000 shares of our common stock.


(3)           Mr.
Steere personally owns 1,200,000 shares of our common stock.




The
percentages in the above table are computed based upon a total of 10,416,669
shares or common stock being outstanding on August 10, 2010.




21




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 will provide general CFO and accounting services to 3A
Media for a fee of $1,000 per month. The term of this agreement expires on
August 31, 2010, at which time 3A Media has the option to renew the contract for
successive one-year terms.




On April
1, 2009, we entered into an agreement to provide CFO and accounting services to
Micro-Cap Review, Inc., a private Nevada corporation (“Micro-Cap”). Under the
terms of this agreement, we will provide general CFO and accounting services to
Micro-Cap for a fee of $1,000 per month. The term of this agreement expires on
September 30, 2010, at which time Micro-Cap has the option to renew the contract
for successive one-year terms.




On March
1, 2009, we entered into a consulting agreement with Wesley Ramjeet to act as
our CEO and director. Our contracts with 3A Media and Micro-Cap represent 100%
of our current revenue from operations. Both 3A Media and Micro-Cap are
materially owned or controlled by our CEO and director, Wesley
Ramjeet.




Our
executive, administrative and operating offices are located at 110 West 40th
Street, Suite 2503, New York, N.Y. 10018. This is also the office of other
companies owned and controlled by our CEO and director, Wesley Ramjeet. Mr.
Ramjeet makes this space available to the company free of charge. There is no
written agreement documenting this arrangement.





Item
14.   PRINCIPAL ACCOUNTING FEES AND SERVICES





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





Period endedJanuary 29, 2009Year ended
                      
                      
                      (Inception) toMay 31,
                      
                      
                      May 31,2010
                      
                      
                      20091.
                      Audit
      fees
                      
                      $
                      9,760
                      
                      
                      $
                      -




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.





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.




22




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 year
ended May 31, 2010 and the period January 29, 2009 (Inception) through May 31,
2009 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, 2010 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, FINANCIAL STATEMENT SCHEDULES





(a)              Financial
Statements





(b)              Exhibits




23




Profit
Planners Management, Inc.


(A
Development Stage Company)


FORM
10-K


YEAR
ENDED MAY 31, 2010





TABLE OF
CONTENTS





PagePART IItem
      1.
                  Financial
      StatementsBalance
      Sheets as of  May 31, 2010 and May 31, 2009
                  
                  F-3Statements
      of Operations for the Year ended May 31, 2010, the Period from January 29,
      2009 (Inception) through May 31, 2009 and the Period from January 29, 2009
      (Inception) through May 31, 2010
                  
                  F-4Statement
      of Stockholders’ Equity (Deficit) for the period from January 29, 2009
      (Inception) through May 31, 2010
                  
                  F-5Statements
      of Cash Flows for the Year ended May 31, 2010, the Period from January 29,
      2009 (Inception) through May 31, 2009 and the Period from January 29, 2009
      (Inception) through May 31, 2010
                  
                  F-6Notes
      to the 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 balance sheets of Profit Planners Management, Inc. (the
“Company”) (a development stage company), as of May 31, 2010 and 2009, and the
related statements of operations, changes in stockholders’ equity and cash flows
for the year ended May 31, 2010, period January 29, 2009 (Date of Inception) to
May 31, 2009 and period January 29, 2009 (Date of Inception) to May 31, 2010.
The Company’s management is responsible for these financial statements. Our
responsibility is to express an opinion on these 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 financial statements referred to above present fairly, in all
material respects, the financial position of Profit Planners Management, Inc. as
of May 31, 2010 and 2009, and the results of its operations and its cash flows
for the year ended May 31, 2010, period January 29, 2009 (Date of Inception) to
May 31, 2009 and period January 29, 2009 (Date of Inception) to May 31, 2010 in
conformity with accounting principles generally accepted in the United States of
America.




The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 3 to the
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


August
10, 2010





F-2




Profit
Planners Management, Inc.


(A
Development Stage Company)


Balance
Sheets





May 31, 2010
                                
                                
                                May 31, 2009AssetsCurrent
      Assets:Cash
                                
                                $
                                18,204
                                
                                
                                $
                                8,883Accounts
      receivable-related party
                                
                                
                                12,000
                                
                                
                                
                                5,000Total
      Assets
                                
                                $
                                30,204
                                
                                
                                $
                                13,883Liabilities
      and Stockholders' EquityCurrent
      liabilities:Accounts
      and accrued expenses payable
                                
                                $
                                2,760
                                
                                
                                $
                                -Accounts
      and accrued expenses payable - related party
                                
                                
                                22,500
                                
                                
                                
                                4,500Total
      Liabilities
                                
                                
                                25,260
                                
                                
                                
                                4,500Stockholders'
      EquityPreferred
      stock - $.001 par value; 50,000,000 shares authorized;none
      and none issued and outstanding, respectively
                                
                                
                                -
                                
                                
                                
                                -Common
      stock - $.001 par value; 500,000,000 shares authorized;10,416,669
      and 10,000,000 shares issued and outstanding, respectively
                                
                                
                                10,416
                                
                                
                                
                                10,000Additional
      paid-in capital
                                
                                
                                12,084
                                
                                
                                
                                -Accumulated
      deficit during the development stage
                                
                                
                                (17,556
                                )
                                
                                
                                (617
                                )Total
      Stockholders' Equity
                                
                                
                                4,944
                                
                                
                                
                                9,383Total
      Liabilities And Stockholders' Equity
                                
                                $
                                30,204
                                
                                
                                $
                                13,883





See
accompanying notes to the financial statements.





F-3




Profit
Planners Management, Inc.


(A
Development Stage Company)


Statements
of Operations





Year EndedMay 31, 2010
                        
                        
                        January 29, 2009(Inception) -May 31, 2009
                        
                        
                        January 29, 2009(Inception) -May 31, 2010Revenue
      - Related Parties
                        
                        $
                        24,000
                        
                        
                        $
                        5,000
                        
                        
                        $
                        29,000Operating
      expenses:Consulting
      & professional expenses - related party
                        
                        
                        18,000
                        
                        
                        
                        4,500
                        
                        
                        
                        22,500Consulting
      & professional expenses
                        
                        
                        15,260
                        
                        
                        
                        -
                        
                        
                        
                        15,260Other
      operating expenses
                        
                        
                        7,679
                        
                        
                        
                        1,117
                        
                        
                        
                        8,796Total
      operating expenses
                        
                        
                        40,939
                        
                        
                        
                        5,617
                        
                        
                        
                        46,556Net
      Loss
                        
                        $
                        (16,939
                        )
                        
                        $
                        (617
                        )
                        
                        $
                        (17,556
                        )Basic
      and diluted net loss per weighted-average shares common
    stock
                        
                        $
                        (0.00
                        )
                        
                        $
                        (0.00
                        )
                        
                        $
                        (0.00
                        )Weighted-average
      number of shares of common stock to be issued and
    outstanding
                        
                        
                        10,339,043
                        
                        
                        
                        4,918,033
                        
                        
                        
                        8,981,008





See
accompanying notes to the financial statements.





F-4




Profit
Planners Management, Inc.


(A
Development Stage Company)





Statements
of Changes in Stockholders’ Equity (Deficit)





Additional
                    
                    
                    AccumulatedCommon
                    
                    
                    Common
                    
                    
                    Paid-in
                    
                    
                    Deficit during theShares Outstanding
                    
                    
                    Stock
                    
                    
                    Capital
                    
                    
                    development stage
                    
                    
                    TotalBalance
      January 29, 2009 (Inception)
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Issuance
      of common stock
                    
                    
                    10,000,000
                    
                    
                    
                    10,000
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    10,000Net
      loss for the period ended May 31, 2009
                    
                    
                    
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (617
                    )
                    
                    
                    (617
                    )Balance
      May 31, 2009
                    
                    
                    10,000,000
                    
                    
                    
                    10,000
                    
                    
                    
                    -
                    
                    
                    
                    (617
                    )
                    
                    
                    9,383Issuance
      of common stock
                    
                    
                    416,669
                    
                    
                    
                    416
                    
                    
                    
                    12,084
                    
                    
                    
                    -
                    
                    
                    
                    12,500Net
      loss for the year ended May 31, 2010
                    
                    
                    
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (16,939
                    )
                    
                    
                    (16,939
                    )Balance
      May 31, 2010
                    
                    
                    10,416,669
                    
                    
                    $
                    10,416
                    
                    
                    $
                    12,084
                    
                    
                    $
                    (17,556
                    )
                    
                    $
                    4,944




See
accompanying notes to the financial statements.





F-5




Profit
Planners Management, Inc.


(A
Development Stage Company)


Statements
of Cash Flows





Year EndedMay 31, 2010
                                    
                                    
                                    January 29, 2009 (Inception) -May 31, 2009
                                    
                                    
                                    January 29, 2009 (Inception) -May 31, 2010Cash
      Flows From Operating ActivitiesNet
      loss
                                    
                                    $
                                    (16,939
                                    )
                                    
                                    $
                                    (617
                                    )
                                    
                                    $
                                    (17,556
                                    )Adjustments
      to reconcile net loss to cash used in operating
activities:Changes
      in operating assets and liabilities:Accounts
      receivable-related party
                                    
                                    
                                    (7,000
                                    )
                                    
                                    
                                    (5,000
                                    )
                                    
                                    
                                    (12,000
                                    )Accounts
      and accrued expenses payable
                                    
                                    
                                    2,760
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    2,760Accounts
      and accrued expenses payable - related party
                                    
                                    
                                    18,000
                                    
                                    
                                    
                                    4,500
                                    
                                    
                                    
                                    22,500Net
      Cash Used in Operating Activities
                                    
                                    
                                    (3,179
                                    )
                                    
                                    
                                    (1,117
                                    )
                                    
                                    
                                    (4,296
                                    )CASH
      FLOWS FROM INVESTING ACTIVITIES
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -NET
      CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Cash
      Flows From Financing ActivitiesIssuance
      of common stock
                                    
                                    
                                    12,500
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    12,500Issuance
      of common stock - related party
                                    
                                    
                                    -
                                    
                                    
                                    
                                    10,000
                                    
                                    
                                    
                                    10,000Net
      Cash Provided by Financing Activities
                                    
                                    
                                    12,500
                                    
                                    
                                    
                                    10,000
                                    
                                    
                                    
                                    22,500Net
      Increase in Cash
                                    
                                    
                                    9,321
                                    
                                    
                                    
                                    8,883
                                    
                                    
                                    
                                    18,204Cash,
      beginning of period
                                    
                                    
                                    8,883
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Cash,
      end of period
                                    
                                    $
                                    18,204
                                    
                                    
                                    $
                                    8,883
                                    
                                    
                                    $
                                    18,204





See
accompanying notes to the financial statements.





F-6





Profit
Planners Management, Inc.


(A
Development Stage Company)


Notes
to Financial Statements





NOTE
1 – ORGANIZATION





Profit
Planners Management, Inc. (the “Company”), a development stage 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 SINGIFICANT ACCOUNTING POLICIES





Accounts
receivable




Accounts
receivable represents trade obligations from customers that are subject to
normal trade collection terms, without discounts. The Company periodically
evaluates the collectability of its accounts receivable and considers the need
to record or adjust an allowance for doubtful accounts based upon historical
collection experience and specific customer information. Actual amounts could
vary from the recorded estimates. The Company has determined that as of May 31,
2010 and May 31, 2009, no allowance for doubtful accounts was
required.  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.





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.





F-7





NOTE
2 – SUMMARY OF SINGIFICANT ACCOUNTING POLICIES CONTINUED





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.





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 no potentially dilutive shares outstanding as of May 31, 2010
or May 31, 2009.





NOTE
3 – GOING CONCERN





As
reflected in the accompanying audited financial statements, the Company has a
net loss of $16,939 and net cash used in operations of $3,179 for the year ended
May 31, 2010; and had working capital of $4,944 and an accumulated deficit of
$17,556 at May 31, 2010.  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.





During
February 2009, the Company raised $10,000 through issuance of common stock to
related parties for the purpose of funding operating expenses. In August 2009
the Company raised an additional $12,500 from the sale of its common
stock.  However, 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.




F-8




NOTE
4 – RELATED PARTY TRANSACTIONS




All
Company’s revenues and related accounts receivable are 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.





NOTE
5 – INCOME TAXES





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




YearGenerated
                        
                        Year ofExpiration
                        
                        Amount2009
                        
                        2029
                        
                        $
                        6172010
                        
                        2030
                        
                        
                        16,939$
                        17,556





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:




2010
                    
                    
                    2009Deferred
      tax asset – net operating loss carryovers
                    
                    $
                    2,633
                    
                    
                    $
                    93Valuation
      allowance
                    
                    
                    (2,633
                    )
                    
                    
                    (93
                    )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 $2,540 and $93 in 2010 and
2009, 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 EndedMay 31, 2010
                    
                    
                    January 29, 2009to May 31, 2009Income
      tax at U.S. statutory rate of 15%
                    
                    $
                    (2,540
                    )
                    
                    $
                    (93
                    )Increase
      in valuation allowance
                    
                    
                    2,540
                    
                    
                    
                    93Income
      tax benefit
                    
                    $
                    -
                    
                    
                    $
                    -




F-9




(b)              Exhibits





Ex. No.
                  
                  Document Description3.1 #
                  
                  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
      #@
                  
                  Consulting
      Agreement between Profit Planners Management, Inc. and Mr. Wesley Ramjeet
      dated March 1, 2009.  Incorporated by reference to Exhibit 10.1 to
      Amendment #1 to the registrant’s Registration Statement on Form S-1 filed
      on September 8, 2009.10.2
      #
                  
                  Consulting
      Services Agreement between Profit Planners Management, Inc. and 3A Media,
      Inc. dated March 1, 2009.  Incorporated by reference to Exhibit 10.2
      to Amendment #1 to the registrant’s Registration Statement on Form S-1
      filed on September 8, 2009.10.3
      #
                  
                  Consulting
      Services Agreement between Profit Planners Management, Inc. and Micro-Cap
      Review, Inc. dated April 1, 2009.  Incorporated by reference to
      Exhibit 10.3 to Amendment #1 to the registrant’s Registration Statement on
      Form S-1 filed on September 8, 2009.14.1*
                    31.1*
                  
                  Code
      of Ethics
                    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.




24





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
August 10, 2010 by the undersigned, thereunto authorized.
 
 PROFIT
PLANNERS MANAGEMENT, INC.
  By:
                            /s/ Wesley RamjeetWesley
      Ramjeet, Chief Executive Officer and
      DirectorBy:
                            /s/ Wesley RamjeetWesley 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
                
                TITLE
                DATE/s/
      Wesley Ramjeet
                
                Chief
      Executive Officer
                August
      11, 2010Wesley
      Ramjeet
                
                and
      Director/s/
      Bradley L Steere II
                
                Secretary
      and Director
                August
      11, 2010Bradley
      L Steere II
  25