**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10K-SB**





X
      ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


**For
      the fiscal year ended February 29, 2008**





___
      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF
      1934


Commission
      File Number: **000-52044**





**PTM
      PUBLICATIONS INC.**


(Exact
      name of registrant as specified in its charter)





Nevada  20-3936186


(State or other
      jurisdiction                                                                                     
(I.R.S. Employer Identification No.)


of incorporation or organization)


E-2-14
      Block E, Plaza Damas


Jalan
      Hartamas 1, Sri Hartamas


Kuala
      Lumpur, Malaysia     50480


(Address
      of principal executive offices)  (Zip
      Code)





Registrant's
      telephone number, including area code: (603) 525-3380





Securities
      registered under Section 12(b) of the Exchange Act: None





Securities
      registered under Section 12(g) of the Exchange Act: Common Stock, par value
      $0.001 per share.





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act: __





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. YES  X NO
      __





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B, and no disclosure will 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-KSB or any amendment
      to
      this Form 10-KSB: ____





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). YES  X NO
      ____





Issuer
      is
      a development stage company and has had only limited revenues since inception.
      Revenues for the fiscal year ended February 29, 2008 were $16,442
      US.


Issuer
      is
      a non-accelerated Filer.





As
      of
      February 29, 2008, Issuer had a total of 2,200,000 shares of common stock,
      par
      value $0.001 per share, issued and outstanding; 1,200,000 shares were held
      by
      non-affiliates.





Issuer's
      securities are listed on the OTCBB under the trading symbol PTMZ; however,
      trading has not yet commenced. The aggregate market value of the voting and
      non-voting common stock held by non-affiliates has been computed by reference
      to
      the price at which the common equity was sold in our initial public offering
      ($.05/share): $60,000





Documents
      incorporated by reference: Please see Part III, Item 2. Description of Exhibits
      for certain exhibits required to be filed hereunder, which are incorporated
      herein by this reference, and included in their entirety, in our Form SB-2
      registration statement, filed with the SEC on April 27, 2006, under our SEC
      File
      No. 000-52044.





Transitional
      Small Business Disclosure Format (check one): Yes X No
      ___




1





**TABLE
      OF CONTENTS**






PART
      I





Item
      1.
      Description of Business
      ......................................................................................................................3


Item
      2.
      Description of Property
      .......................................................................................................................7


Item
      3.
      Legal Proceedings
      ................................................................................................................................7


Item
      4.
      Submission of Matters to a Vote of Security Holders
      ....................................................................7





PART
      II




Item
      5.
      Market for Common Equity, Related Stockholder Matters and Small Business
      Issuer


Purchases
      of Equity Securities
      ........................................................................................................................7


Item
      6.
      Management’s Discussion and Analysis of Financial Condition and Results of
      Operation ...8


Item
      7.
      Financial Statements
      ...........................................................................................................................11


Item
      8.
      Changes in and Disagreements With Accountants on Accounting
      and


Financial
      Disclosure
      .......................................................................................................................................22


Item
      8A.
      Controls and Procedures
      ................................................................................................................22


Item
      8B.
      Other Information
      .............................................................................................................................22





PART
      III





Item
      9.
      Directors, Executive Officers, Promoters and Control Persons;
      Compliance


With
      Section 16(a) of the Exchange Act
      .......................................................................................................23


Item
      10.
      Executive Compensation
      ..................................................................................................................25


Item
      11.
      Security Ownership of Certain Beneficial Owners and Management and
      Related


Stockholder
      Matters
      ........................................................................................................................................26


Item
      12.
      Certain Relationships, Related Transactions and Director Independence
      ...............................27


Item
      13.
      Exhibits
      ................................................................................................................................................27


Item
      14.
      Principal Accountant Fees and Services
      .......................................................................................27


Signatures..........................................................................................................................................................29







2


**PART
      I**


**Item
      1. Description of Business**





***General***





PTM
      Publications Incorporated was incorporated in the State of Nevada on December
      13, 2005. We were formed to engage in the magazine publishing business in
      Malaysia. In February, 2006, we acquired 100% ownership in a privately-held
      company incorporated under the laws of Malaysia under the name of PTM
      Publications Sdn Bhd. The corporation was formed by Jasmin Bin Omar Jayaseelan
      and Jefferi Bin Omar Jayaseelan, brothers and officers and directors of our
      company, to use for a private business, which was never started. Jasmin and
      Jefferi Bin Omar Jayaseelan assigned all of their right, title and interest
      in
      and to the corporation to us for $1.00 U.S. and it is the entity which operates
      our magazine in Malaysia (the "wholly-owned Subsidiary").





We
      are a
      Nevada corporation and, as such, are subject to the jurisdiction of the State
      of
      Nevada and the United States courts for purposes of any lawsuit, action or
      proceeding by investors herein. An investor would have the ability to effect
      service of process in any action on the company within the United States. In
      addition, we are registered as a foreign corporation doing business in Malaysia
      and are subject to the local laws of Malaysia governing investors ability to
      bring actions in foreign courts and enforce liabilities against a foreign
      private issuer, or any person, based on U.S. federal securities laws. Generally,
      a final and conclusive judgment obtained by investors in U.S. courts would
      be
      recognized and enforceable against us in the Malaysian courts having
      jurisdiction without reexamination of the merits of the case. Since all of
      our
      officers and directors, and certain experts named in this prospectus, reside
      outside the United States, substantially all or a portion of the assets of
      each
      are located outside the United States. As a result, it may not be possible
      for
      investors to effect service of process within the United States upon such
      persons or to enforce against them judgments obtained in United States courts
      predicated upon the civil liability provisions of the federal securities laws
      of
      the United States. We have been advised that, based on the political climate
      in
      Malaysia, there is doubt as to the enforceability of judgments obtained in
      U.S.
      Courts.





***Principal
      Products and Business Operations***





We
      are
      still in the development stages and are continuing to design and print our
      publication, called "The Property Magazine", which is directed at property
      owners, home buyers, real estate agents, brokers, home builders, renters,
      property managers and owners and ancillary service providers at all levels
      of
      business throughout Malaysia. We are continuing to solicit property owners,
      advertisers and customers for our publication. We are currently marketing and
      targeting a total circulation of approximately 4,000 copies per month and expect
      to increase our distribution to approximately 20,000 copies per month by the
      end
      of 2008. The magazine is updated and published monthly. Sample distributions,
      organizational sales and direct mail to targeted lists of industry contacts
      are
      some of the methods we are utilizing to build our subscription
      base.





The
      magazine is a high gloss, approximately 52-page issue, with a contemporary
      look.
      Appealing and informative presentation of up-to-the-month marketable properties
      is our constant goal. The magazine is designed to be entertaining and
      newsworthy, as well as informative and, currently, there are no other magazines
      like it available today in Malaysia.





The
      Property Magazine combines the utility of a one-stop market for buyers and
      sellers to advertise the properties they have for sale, as well as a medium
      for
      developers, renters and other ancillary services to reach their target markets.
      The editorial content of the magazine includes Hot Tips, Personalities,
      Commercial/ Residential and Quick Sale listings, each described as
      follows:





·
            *Hot
                Tips*-
                The hot tips section playfully lures readers with articles highlighting
                Feng Shui and advice on how to maximize buying or selling opportunities,
                but does not provide direct investment advice. It also provides handy
                home
                tips, insights on decorating and home improvement and gardening/
                landscaping design tips.





·
            *Personalities*-
                Well-known, successful property personalities, both local and abroad,
                are
                approached to provide valuable insight from their wealth of knowledge
                and
                years of experience. We create these personality profiles using
                information available through magazine and internet articles and/or
                through personal conversations with local
                personalities.





·
            *Commercial/Residential*-
                The heart of the magazine is composed of residential and commercial
                property advertisements accompanied by photographs and descriptions.





·
            *Quick
                Sale*-
                This section highlights properties that owners have deemed necessary
                for
                immediate sale and is the equivalent of a "bargain"
                section.





In
      addition, as funds allow, we intend to develop and operate a website
      (www.ptmpublications.com) and a mirror website ( www.ptm.com.my in Malaysia)
      that we feel will compliment our magazine by initially acting as a promotional
      tool and by providing a more comprehensive information database of property
      related interests. The website will cater to a broader range of consumers
      including those looking for ancillary products such as home repair services,
      gardening services, mortgage data and various other property resources.





A
      significant portion of the Malaysian economy has evolved around helping
      consumers as they navigate through the home and real estate cycle. An enormous
      network of support services and products exists to assist consumers in buying
      a
      property, building a property, renting a property, moving, owning a property
      and/or selling a property.








3




***Target
      Markets for our Product***





Every
      participant in the home and real estate cycle faces a unique set of challenges,
      all of which are addressed in our magazine:





Ø
            *Home
                Buyers.*In
                order to dispel the fear of purchasing the wrong home or paying too
                much
                for a home, consumers must be assured that they have considered all
                available options. Therefore, home buyers require an extensive amount
                of
                information and several decision tools to help bolster confidence
                during
                the home buying process. To make an informed decision, consumers
                need
                access to a comprehensive listing of homes for sale and require
                information about specific neighborhoods and listed prices of comparable
                homes for sale in a given geographic location. Once a home has been
                selected, consumers must consider a broad range of related services,
                including mortgage, title, escrow, insurance, moving and relocation
                services as well as remodeling alternatives. As a result, consumers
                are
                continually searching for additional information and resources to
                assist
                them in every aspect of the real estate transaction and need a
                comprehensive, convenient and integrated source of information that
                assists them in each step of the
                process




Ø
            *Real
                Estate Agents and Brokers*.
                Real estate agents and brokers depend on attracting and retaining
                customers in order to generate increasing numbers of transactions.
                Due to
                its size and complexity, it is not uncommon for the real estate
                transaction to take several months to complete. As a result, the
                job of
                real estate agents and brokers is complicated by a variety of factors.
                Therefore real estate agents and brokers are looking for additional
                opportunities to market their services, become more productive and
                compete
                more effectively for transactions. In addition, they seek greater
                efficiency in disseminating information to their prospective clients
                and
                are looking for tools that can help them streamline their current
                practices.





Ø
            *Home
                Builders*.
                Home building and real estate professionals who focus on new homes
                and new
                home developments also depend on attracting and retaining customers
                in
                order to sell new properties in a timely manner. However, home builders
                have not developed an infrastructure similar to an Multiple Listing
                Service to aggregate, update and share data regarding available inventory.
                Nor do they have the infrastructure to communicate this information
                to
                potential buyers. As a result, home building and real estate professionals
                continue to seek new ways to market their products and services and
                inform
                prospective home buyers of the availability of new
                properties.





Ø
            *Renters,
                Property Managers and Owners*.
                To make an informed decision, renters need access to comprehensive
                information about available rental units, specific neighborhoods
                and
                rental prices in a given geographic location. Because of the high
                turnover
                rate in rental units, property managers and owners must regularly
                attract
                new tenants to minimize their vacancy rates. We estimate that
                approximately $1.8 billion was spent in 1998 to market apartments
                and
                rental homes. The rental market has not developed a central repository
                for
                comprehensive listings accessible by potential renters nationwide
                and
                property managers and owners are continuously seeking to market their
                available units in a cost-effective manner.





Ø
            *Ancillary
                Service Providers*.
                Consumers require a variety of products and services throughout their
                home
                and real estate life cycle. The real estate transaction provides
                service
                providers and retailers the opportunity to target consumers at a
                time when
                they are shifting their buying patterns. Providers and retailers
                of these
                products or services need an effective mechanism to reach consumers
                who
                are most interested in their offerings. Ideally, these providers
                of
                products and services would have a centralized location where they
                could
                advertise their offerings to a target group of consumers who are
                engaged
                in the real estate process.





Ø
            *The
                Internet*.
                The emergence and acceptance of the Internet is fundamentally changing
                the
                way that consumers and businesses communicate, obtain information,
                purchase goods and services and transact business. Because of its
                size,
                fragmented nature and reliance on the exchange of information, the
                real
                estate industry is particularly well suited to benefit from the Internet.
                The real estate industry currently spends $3.5 billion a year on
                advertising and print media. Traditional sources of advertising and
                print
                media, including classifieds and other off-line sources, are not
                interactive and are limited by incomplete and inaccurate data that
                is
                local in scope and is typically disseminated on a weekly basis. These
                traditional sources also lack content that can be searched based
                on
                specified terms, a centralized database of information and the ability
                to
                conduct two-way communications. The Internet offers a compelling
                means for
                consumers, real estate professionals, home builders, renters, property
                managers and owners and ancillary service providers to come together
                to
                improve the dissemination of information and enhance
                communications.


4





***Pricing
      and Projected Revenues***





Our
      magazine has two revenue streams:





-
      Sales
      of single issues and subscriptions


-
      Sales
      of Advertising





"The
      Property Magazine" sells for $1.30 U.S. per single issue on the newsstand.
      A
      one-year subscription is $12.50 U.S.





We
      expect
      to gain a substantial portion of future revenues from advertising rates, as
      we
      build and increase our database of advertisers. As the awareness of our magazine
      builds, we project that the sources of subscriptions will be as
      follows:





·
            *Paid
                Space*.
                This entails buying advertising in other publications to promote
                subscriptions to our magazine.





·
            *Shows
                and Exhibits*.
                Several magazines have been successful selling subscriptions at shows
                and
                exhibits related to the editorial concept of the magazine. We continue
                to
                promote and sell our magazine at the many property and consumer lifestyle
                related exhibitions that take place in Malaysia
                regularly.





·
            *Reply
                Cards*.
                A
                significant source of subscribers is expected to be from offers in
                The
                Property Magazine itself. Every issue of The Property Magazine, newsstand
                and subscription, contains information for subscribing.





·
            *Exchange
                Advertising*.
                Another source of new orders is expected to be through subscription
                offers
                in other general business and trade magazines. This can be a relatively
                inexpensive method of obtaining subscribers. The Property Magazine
                need
                not pay rate card prices for advertisements in other magazines. Instead
                of
                paying cash, it may be possible for us to trade our own advertising
                space.
                (This is a common practice among publishers.)





·
            *White
                Mail.*Every established magazine receives unsolicited requests for
                subscriptions. While these will not represent a large portion of
                the
                magazine's circulation, they are still very valuable as they require
                no
                promotional expenditures.





***Printing
      and Distribution Methods***





Print
      Sdn
      Bhd, 136 Jalan Radin Anum Satu, Bandar Baru Seri Petaling, 57000 Kuala Lumpur,
      an unrelated third party, is the printerof our magazine. The printing costs
      for
      the magazine are approximately $7,895 for of 30,000 copies. There is no minimum
      order quantity from this printing company and we do not currently have any
      written agreements with them.





In
      addition, we do not have a contract but have verbally agreed to work with a
      distributor, Central Paper Agencies Sdn Bhd, No 425, Lebuh Pantal, 10300 Pulau
      Pinang, , Malaysia, an unrelated third party. We use the distribution company
      to
      deliver our magazines to various outlets, including retail shopping centers,
      grocery chains
      and other commercial shop lots. All copies not sold are collected and returned
      to us by the distributor and no distributor charges are incurred.





For
      promotional (non-revenue generating copies), distribution is done by the staff
      and/or officers of our company.





5




**Advertising
      Sales Strategy**





Efforts
      to sell advertising are directed at a wide range of real estate developers,
      marketers of business and consumer products and services. The Property
      Magazine's editorial environment and reader demographics are expected to make
      it
      a desirable forum for those companies currently advertising in other general
      business publications.





Initial
      sales calls have been made by our officers/directors and have focused initially
      on contacting the following groups via existing personal and professional
      relationships:





-
      Real
      Estate Developers


-
      Real
      Estate Agencies


-
      Ancillary Companies, like banks and investment companies, interior designers,
      construction,


furniture
      and equipment manufacturers, etc.





***Government
      and Industry Regulation***





Magazine
      publications are subject to licensing and regulation by state and local
      authorities. Difficulties in obtaining or failure to obtain required licenses
      and approvals will result in delays in, or cancellation of, the printing of
      the
      magazine. Publishing licenses are also subject to suspension or non-renewal
      if
      the granting authority determines that the conduct of the holder does not meet
      the standards for initial grant or renewal. We have applied for and received
      a
      business license publishing license; no other permits or licenses are required.
      We comply with all relevant licensing and regulations.





***Competition***





We
      believe that the principal competitive factors in attracting consumers to our
      magazine are:





Ø
            The
                total number of listings and the number of listings for the consumer's
                specific geographic area of interest available in our
                magazine;





Ø
            The
                quality and comprehensiveness of general real estate related, particularly
                home-buying, information available in our
                magazine;





Ø
            The
                availability and quality of other real estate related, lifestyle
                products
                and services available; and





Ø
            The
                appeal and ease for our readers, due to well thought out and planned
                design layout and content of our
                magazine.


Our
      main
      existing and potential competitors are:





(a)
      web
      sites offering real estate listings and other related services, such as
      iProperty.com.my, starfish.com.my, realestateonline.com.my, propertyinside.com,
      hartanah.net, propertyzoom.com, property.malaysiadirectory.com and
      realestate.net.my.





(b)
      web
      sites offering real estate related content and services such as mortgage
      calculators and information on home buying, selling and renting
      processes;





(c)
      web
      sites from real estate brokers or developers themselves, such as
      www.sunway.com.my





(d)
      General purpose consumer web sites, such as AltaVista and Yahoo! that also
      offer
      real estate-related content;





(e)
      traditional print media, such as daily newspapers like the Sun or the Star,
      which have either special real estate pullouts or classified sections with
      real
      estate property; and





(f)
      real
      estate magazines such as iProperty.com.





The
      barriers to entry for web-based services and businesses are low, making it
      possible for new competitors to proliferate rapidly. In addition, parties with
      whom we have listing and marketing agreements could choose to develop their
      own
      Internet strategies or competing real estate sites upon the termination of
      their
      agreements with us. Many of our existing and potential competitors have longer
      operating histories in the Internet market, greater name recognition, larger
      consumer bases and significantly greater financial, technical and marketing
      resources than we do.






6




***Employees
      and Employment Agreements***





At
      present, we have no employees other than our three officers and directors.
      Jasmin Bin Omar Jayaseelan currently devotes 7-10 hours a week to our business,
      Jefferi Bin Omar Jayaseelan currently devotes 12- 15 hours a week to our
      business and Cheryl Lim Phaik Suan devotes full time. Ms. Lim is the only
      officer and/or director being compensated for his services. She is compensated
      for her position as editor of the magazine at $1105.26 US/month. The other
      directors and officers are not presently compensated for their services and
      do
      not have employment agreements with us. We presently do not have pension,
      health, annuity, insurance, stock options, profit sharing or similar benefit
      plans; however, we may adopt such plans in the future. There are presently
      no
      personal benefits available to any officers, directors or
      employees.





**Item
      2. Description of Property**





We
      do not
      currently own any property or real estate of any kind. Our business offices
      are
      located at E-2-14 Block E, Plaza Damas, Jalan Hartamas 1, Sri Hartamas, Kuala
      Lumpur Wilayah Perseketuan, 50480, Malaysia. The office is fully equipped and
      functional and donated free of charge by our directors until such time as we
      have raised the money to move into a separate office, at which time we will
      sign
      a lease with an unrelated third party.





**Item
      3. Legal Proceedings**





We
      are
      currently unaware of any legal matters pending or threatened against
      us.


Item
      4.
      Submission of Matters to a Vote of Security Holders





None.





**PART
      II**





**Item
      5. Market for Common Equity, Related Stockholder Matters and Small Business
      Issuer Purchases of Equity Securities**





***Market
      Information***





Our
      shares of common stock are listed on the Over the Counter Bulletin Board (PTMZ);
      however, trading has not yet commenced. Therefore, no table of high/low bid
      prices is presented in this report.





***Number
      of Holders***





As
      of
      February 29, 2008, the 2,200,000 issued and outstanding shares of common stock
      were held by a total of 35 shareholders of record.





***Dividends***





No
      cash
      dividends were paid on our shares of common stock during the fiscal years ended
      February 29, 2008 and 2007. We have not paid any cash dividends since our
      inception and do not foresee declaring any dividends on our common stock in
      the
      foreseeable future.





***Recent
      Sales of Unregistered Securities***





None.





***Purchase
      of our Equity Securities by Officers and Directors***





None.





***Other
      Stockholder Matters***





None.






7




**Item
      6. Management's Discussion and Analysis of Financial Condition and Results
      of
      Operations**





You
      should read the following discussion and analysis in conjunction with (1) our
      financial statements, including the notes thereto, included in this Report,
      and
      (2) the “Risk Factors” section of our Registration Statement on Form SB-2 filed
      on April 27, 2006 and this Form 10-KSB. Some of the information contained in
      this Report may contain forward-looking statements within the meaning of Section
      27A of the Securities Exchange Act of 1933, as amended (the “Act”) and Section
      21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
      This information may involve known and unknown risks, uncertainties and other
      factors which may cause our actual results, performance or achievements to
      be
      materially different from future results, performance or achievements expressed
      or implied by any forward-looking statements. Forward-looking statements which
      involve assumptions and describe our future plans, strategies and expectations,
      are generally identifiable by the use of the words “may,” “will,” “should,”
“expect,” “anticipate,”
      “estimate,” “believe,” “intend” or “project” or the negative of these words or
      other variations on these words or comparable terminology. These forward-looking
      statements are based on assumptions that may be incorrect, and there can be
      no
      assurance that the projections included in these forward-looking statements
      will
      come to pass. Our actual results could differ materially from those expressed
      or
      implied by the forward looking
      statements as a result of various factors. We undertake no obligation to update
      publicly any forward-looking statements for any reason, even if new information
      becomes available or other events occur in the future.





***Overview***





We
      have
      incurred net losses since our inception and expect to incur substantial and
      increasing losses for the next several years as we expand and build our
      business. Since inception, we have incurred an accumulated deficit of $83,194.
      We have funded our losses to date through the sale of equity securities and
      advances from stockholders.




**Summary
      Financial Data**




**As
                of**
              **February
                28,**
              **2008**
            
            
            **As
                of**
              **February
                28,**
              **2007****Statements
                of Operations Data:**Revenues
            
            $
                16,442
            
            
            $
                2,710Operating
                Expenses
            
            68,607
            
            
            32,745Net
                loss
            
            (52,123)
            
            
            (30,088)Net
                loss per common share—basic and diluted
            
            (0.02)
            
            
            (0.02)Weighted
                average number of shares of common stock outstanding
            
            2,200,000
            
            
            1,727,870






**Balance
                Sheet Data:**
            ****Cash
                and cash equivalents
            
            $
                95
            
            
            $
                42,770Accounts
                Receivable
            
            -
            
            
            2,464Fixed
                Assets - Less Depreciation
            
            9,910
            
            
            896Security
                Deposits
            
            1,658
            
            
            -Total
                assets
            
            11,664
            
            
            46,130Accumulated
                deficit
            
            (83,194)
            
            
            (31,071
            )






8




***Risk
      Factors***





The
      material risks affecting our company and our common stock are set forth in
      detail in our initial Form SB-2 Registration Statement, which can be found
      in
      its entirety on the SEC website at www.sec.gov under our SEC File No. 000-52044.
      Those risk factors are incorporated herein by this reference and are not being
      restated; however, we have updated or added the following additional material
      risk factors:


***Our
      auditors have expressed substantial doubt about our ability to continue as
      a
      going concern, given our losses from operations since
      inception.***





Our
      auditors’ reports contain a statement that our net loss and limited working
      capital raise substantial doubt about our ability to continue as a going
      concern. Our independent registered public accountants have stated in their
      report, included in Item 7. Financial Statements that our significant operating
      losses and working capital deficit raise substantial doubt about our ability
      to
      continue as a going concern. We had net losses of $ $52,123 and $30,088,
      respectively, for the fiscal years ended February 29, 2008 and February 28,
      2007. We will be required to raise substantial capital to fund our capital
      expenditures, working capital, and other cash requirements since our current
      cash assets are exhausted and revenues are not yet sufficient to sustain our
      operations. We continue to develop our publication in an effort to grow our
      business and generate revenues; however, if we are unsuccessful in sustaining
      our operation, we will be forced to seek other financing to complete our
      business plans. The successful outcome of future financing activities cannot
      be
      determined at this time and there are no assurances that, if achieved, we will
      have sufficient funds to execute our intended business plan or generate positive
      operational results.





In
      addition to our current deficit, we expect to incur additional losses during
      the
      foreseeable future. Until we are able to promote and increase brand awareness
      of
      our magazine, we are unlikely to be profitable. Consequently, we will require
      substantial additional capital to continue our development and marketing
      activities. Since our current cash in the bank is exhausted, we are currently
      seeking alternative financing to sustain our operations; however, there is
      no
      assurance we will be successful in finding the cash required to continue to
      print and distribute our magazine or that we will not incur additional and
      unplanned expenses. -There is no assurance that we will be able to obtain
      additional financing through private placements and/or public offerings
      necessary to support our working capital requirements. To the extent that funds
      generated from any private placements and/or public offerings are insufficient,
      we will have to raise additional working capital through other sources, such
      as
      bank loans and/or financings. No assurance can be given that additional
      financing will be available, or if available, will be on acceptable terms.





***If
      we are unable to secure adequate sources of funds, we may be forced to delay
      or
      postpone the continued development and distribution of our magazine. As a
      result, we might be required to diminish or suspend our business plans. These
      delays in development would have an adverse effect on our ability to generate
      revenues and could require us to possibly cease operations. In addition, such
      inability to obtain financing on reasonable terms could have a negative effect
      on our business, operating results or financial condition to such extent that
      we
      are forced to restructure, file for bankruptcy protection, sell assets or cease
      operations, any of which could put your investment dollars at significant
      risk.***





We
      are
      incurring increased costs as a result of being a publicly-traded company. As
      a
      public company, we incur significant legal, accounting and other expenses that
      we did not incur as a private company. In addition, the Sarbanes-Oxley Act
      of
      2002, as well as new rules subsequently implemented by the Securities and
      Exchange Commission, have required changes in corporate governance practices
      of
      public companies. These new rules and regulations have increased our legal
      and
      financial compliance costs and have made some activities more time-consuming
      and
      costly. For example, as a result of becoming a public company, we have created
      additional board committees and have adopted policies regarding internal
      controls and disclosure controls and procedures. In addition, we have incurred
      additional costs associated with our public company reporting requirements.
      In
      addition, these new rules and regulations have made it more difficult and more
      expensive for us to obtain director and officer liability insurance, which
      we
      currently cannot afford to do. As a result of the new rules, it may become
      more
      difficult for us to attract and retain qualified persons to serve on our
      Board
      of Directors or as executive officers. We cannot predict or estimate the amount
      of additional costs we may incur as a result of being a public company or the
      timing of such costs.





***Results
      of Operations***





We
      are
      still developing our business and expect to operate at a loss for some time,
      as
      we continue to publish and distribute our magazine, and continue our initial
      marketing and advertising campaigns.





We
      printed and distributed our inaugural magazine issue in the first quarter of
      2007 and have started to generate advertising revenues; however, they have
      not
      yet been substantial enough to sustain operations without additional cash flow
      from other financing sources.




We
        generated revenues of $16,442 for the fiscal year ended February 29, 2008,
        as
        compared to revenues of $2,710 for the fiscal year ended February 28, 2007.
        The
        change in revenues was due to the increase in sales of advertising space
        and
        subscriptions to the magazine. We incurred operating expenses of $68,607
        and
        $32,745, respectively, for fiscal years ended February 29, 2008 and February
        28,
        2007. These expenses for the fiscal year ended February 29, 2008 consisted
        of
        auditing fees in the amount of $9,415 (2007 - $6,026), wages and salaries
        of
        $18,829 (2007 - $5,425), administrative expenses of $5,425 (2007 - $1,868),
        depreciation expense of $1,513 (2007 -
        $45), rent and utilities of $5,393 (2007 - Nil), website and magazine
        development expenses of $118 (2007 - $15,916) and printing expenses of $27,915
        (2007 - Nil). The increase in auditing fees was due to the increase in fees
        charged from our auditor for quarterly reviews and audits. Wages and salaries,
        administrative expenses, depreciation expense, and rent and utilitites increased
        due to the start of the production and distribution of our magazine. We hired
        additional staff, leased and renovated new office space and purchased office
        equipment. Website and magazine development expense was lower for the year
        ended
        February 29, 2008 compared to the same period the previous year, as the expense
        from year ended February 28, 2007 reflected a one-time, initial design fee
        for
        our website and magazine layout. The increase in printing expenses from year
        ended February 28, 2007 to year ended February 29, 2008 was due to the cost
        of
        printing of our magazine.





Our
      comprehensive net loss for the fiscal year ended February 29, 2008, adjusted
      for
      foreign currency translation adjustment, was $52,123, or $0.02 per share,
      compared to $30,088, or $0.02 per share, for the fiscal year ended February
      28,
      2007. Since the date of inception, we have incurred a comprehensive net loss,
      adjusted for foreign currency adjustment, of $83,194.





Our
      auditors have expressed the opinion that in our current state, there is
      substantial doubt about our ability to continue as a going concern.






9




***Liquidity
      and Capital Resources***





At
      February 28, 2008, we only had $95 in cash in the bank and property and
      equipment assets (less depreciation) valued at $9,910 The only other asset
      we
      have is a refundable security deposit in the amount of $1,658.





Our
      accounts payable at February 29, 2008 was $26,031, consisting of accounts
      payable due for auditing fees and administrative expenses incurred in our
      day-to-day operations. We also have a loan payable of $638 to a related party,
      who is an officer and director, for start-up expenses.





Our
      stockholders' equity deficit was ($15,032) at February 29, 2008, as compared
      to
      $36,646 at February 28, 2007.





In
      the
      next 12 months, we do not intend to spend any substantial funds on research
      and
      development and do not intend to purchase any major equipment.





We
      do not
      anticipate any material commitments for capital expenditures in the near term.
      We are not aware of any trend in our industry or capital resources which may
      have a negative impact on our income or revenues.





***Off-Balance
      Sheet Arrangements***





We
      have
      no off-balance sheet arrangements.





***Critical
      Accounting Policies***





Management's
      discussion and analysis of our financial condition and results of operations
      are
      based on the financial statements, which are prepared in accordance with
      accounting principles generally accepted in the United States of America. The
      preparation of such financial statements requires Management to make estimates
      and assumptions that affect the reported amounts of assets, liabilities,
      revenues and expenses and related disclosure of contingent assets and
      liabilities. On an ongoing basis, Management will evaluate its estimates and
      will base its estimates on historical experience, as well as on various other
      assumptions in light of the circumstances surrounding the estimate, and the
      results will form the basis in making judgments about the carrying values of
      our
      assets and liabilities that are not readily apparent from other sources. It
      should be noted, however, that actual results could materially differ from
      the
      amount derived from Management's estimates under different assumptions or
      conditions. Our functional currency is in Malaysian ringgit, as all of our
      operations are in Malaysia. We used the United States dollar as our reporting
      currency for consistency with registrants of the Securities and Exchange
      Commission. Assets and liabilities denominated in a foreign currency are
      translated at the exchange rate in effect at the period end and capital accounts
      are translated at historical rates. Income statement accounts are translated
      at
      the average rates of exchange prevailing during the period. Translation
      adjustments from the use of different exchange rates from period to period
      are
      included in the comprehensive income account in stockholder's equity, if
      applicable.





Loss
      per
      share is computed using the weighted average number of common stock outstanding
      during the period. Diluted loss per share is computed using the weighted average
      number of common and potentially dilutive common stock outstanding during the
      period reported. Our Management does not believe that any recently issued,
      but
      not yet effective accounting standards if currently adopted, would have a
      material effect on the our current financial statements.





Because
      we are a small, development stage company, with only three directors, we have
      not yet appointed an audit committee or any other committee of our Board of
      Directors.

















10






**Item
      7. Financial Statements**





**Chang
      G. Park, CPA, Ph. D.**


**371
      E STREET CHULA VISTA CALIFORNIA 91910-2615**


**TELEPHONE
      (858)722-5953 FAX (858) 408-2695 FAX (858) 764-5480**


**E-MAIL** **changgpark@gmail.com** ****





*To
      the Board of Directors and Stockholders*


*PTM
      Publications Incorporated*


(A
      Development Stage Company)





We
      have
      audited the accompanying balance sheet of PTM Publications Incorporated (the
      Development Stage “Company”) as of February 29, 2008 and February 28, 2007 and
      the related consolidated statements of operation, changes in shareholders’
equity and cash flows for the year then ended and for the period from December
      13, 2005 (inception) to February 29, 2008. These consolidated financial
      statements are the responsibility of the Company’s management. Our
      responsibility is to express an opinion on these consolidated financial
      statements based on our audits





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the
      consolidated financial statements are free of material misstatement. An audit
      includes examining, on a test basis, evidence supporting the amounts and
      disclosures in the financial statements. An audit also includes assessing the
      accounting principles used and significant estimates made by management, as
      well
      as evaluating the overall financial statement presentation. We believe that
      our
      audit provides a reasonable basis for our opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of PTM Publications
      Incorporated and subsidiary as of February 29, 2008 and February 28, 2007,
      and
      the results of its operation and its cash flows for the year then ended in
      conformity with U.S. generally accepted accounting principles.





The
      consolidated financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 3 to the consolidated
      financial statements, the Company’s losses from operations raise substantial
      doubt about its ability to continue as a going concern. The financial statements
      do not include any adjustments that might result from the outcome of this
      uncertainty.








**/s/** **Chang
      Park**


____________________


***CHANG
      G. PARK, CPA***





***May
      9, 2008***


***San
      Diego, CA. 91910***








**Member
      of the California Society of Certified Public Accountants**


**Registered
      with the Public Company Accounting Oversight Board**











11





**PTM
                PUBLICATIONS INCORPORATED****(A
                Development Stage Company)****Consolidated
                Balance Sheets****ASSETS****As
                of**
            
            **As
                of****February
                29,**
            
            **February
                28,****2008**
            
            **2007****$**
            
            **$****Current
                Assets**Cash
            
            $
            95
            $
            42,770Accounts
                Receivable
            
            
            -
            
            2,464**Total
                Current Assets**
            
            
            95
            
            45,234**Fixed
                Assets**
            
            
            11,468
            
            941**Less:
                Accumulated Depreciation**
            
            
            1,558
            
            45**Fixed
                Assets, Net**
            
            
            9,910
            
            896**Other
                Asset****Security
                Deposit**
            
            
            1,658
            
            **-****Other
                Asset**
            
            
            1,658
            
            **-****TOTAL
                ASSETS**
            
            $
            **11,664**
            $
            **46,130****LIABILITIES
                & STOCKHOLDERS' EQUITY****Current
                Liabilities**Bank
                overdraw
            
            
            27
            
            -Accounts
                Payable
            
            $
            26,031
            $
            9,384Loan
                Payable - (related party)
            
            
            638
            
            100**Total
                Current Liabilities**
            
            
            26,696
            
            9,484**Total
                Liabilities**
            
            
            26,696
            
            9,484**Stockholders'
                Equity**Common
                stock, ($0.001 par value, 50,000,000 shares authorized;2,200,000
                and 1,000,000 shares issued and outstandingas
                of February 29, 2008 and February 28, 2007, respectively)
            
            
            2,200
            
            2,200Additional
                paid-in capital
            
            
            62,800
            
            62,800Deficit
                accumulated during development stage
            
            
            (83,194)
            
            (31,071)Accumulated
                other comprehensive lossForeign
                currency translation adjustments
            
            
            3,162
            
            2,717**Total
                Stockholders' Equity**
            
            
            (15,032)
            
            36,646**TOTAL
                LIABILITIES & STOCKHOLDERS' EQUITY**
            
            $
            **11,664**
            $
            **46,130**





See
        Notes
        to the Consolidated Financial Statements
  12





**PTM
                PUBLICATIONS INCORPORATED****(A
                Development Stage Company)****Consolidated
                Statements of Operations****Inception
                to****Year
                Ended February 29**
            **Year
                Ended February 28**
            
            **February
                29,****2008**
            
            **2007**
            
            **2008****Revenues**Revenues
            
            $
                16,442
            
            $
                2,710
            
            $
                19,152**Total
                Revenues**
            
            16,442
            
            2,710
            
            19,152**Operating
                Costs**Auditing
                Fees
            
            9,415
            
            6,026
            
            15,441Legal
                Fees
            
            -
            
            3,465
            
            3,465Administrative
                Expenses
            
            5,425
            
            1,868
            
            8,276Wages
                & Salaries
            
            18,829
            
            5,425
            
            24,254Website
                & Magazine
            
            118
            
            15,916
            
            16,034Printing
                Expense
            
            27,915
            
            -
            
            27,915Rent
                & Utilities Expense
            
            5,393
            
            -
            
            5,393Depreciation
                Expense
            
            1,513
            
            45
            
            1,558**Total
                Operating Costs**
            
            68,607
            
            32,745
            
            102,335**Other
                Income & (Expenses)**
            
            -
            
            -
            
            -Foreign
                Exchange Gain (Loss)
            
            -
            
            (59)
            
            (59)Foreign
                Transaction Gain (Loss)
            
            42
            
            6
            
            48**Total
                Other Income & (Expenses)**
            
            42
            
            (53)
            
            (11)**Net
                Income (Loss)**
            
            **(52,123)**
            
            **(30,088)**
            
            **(83,194)****Basic
                and diluted earnings per share**
            
            (0.02)
            
            (0.02)**Weighted
                average number of****common
                shares outstanding**
            
            2,200,000
            
            1,727,870



















See
        Notes
        to the Consolidated Financial Statements


13








**PTM
                PUBLICATIONS INCORPORATED****(A
                Development Stage Company)****Consolidated
                Statements of Comprehensive Loss****Inception
                to****Year
                Ended**
            **Year
                Ended**
            
            **February
                29,****February
                29**
            
            **February
                28**
            
            **2008****2008**
            
            **2007****Net
                Loss**
            $
            (53,123)
            $
            (30,088)
            $
            (83,194)**Foreign
                currency translation adjustment**
            
            445
            
            2,683
            
            3,162**Comprehensive
                loss**
            $
            (51,678)
            $
            (27,405)
            $
            (80,032)

































































See
        Notes
        to the Consolidated Financial Statements
   14





**PTM
                PUBLICATIONS INCORPORATED****(A
                Development Stage Company)****Consolidated
                Statement of Changes in Stockholders' Equity**





**Deficit**
            **Accumulated****Common**
            **Common**
            **Additional**
            **Accumulated**
            **Other****Stock**
            **Stock**
            **Paid-in**
            **During**
            **comprehensive**
            **Total****Amount**
            **Capital**
            **Development**
            **Income
                (loss)****Stage****Balance,
                December 13, 2005**
            **-**
            **$
                -**
            **$
                -**
            **$
                -**
            **$
                -**
            **$
                -**Stock
                issued for cash on December 14, 2005 @ $0.005 per share
            1,000,000
            1,000
            4,000
            
            
            5,000Net
                loss, February 28, 2006
            
            
            
            (983)
            
            (983)Foreign
                currency translation adjustments
            
            
            
            
            34
            34**Balance,
                February 28, 2006**
            **1,000,000**
            **$
                1,000**
            **$
                4,000**
            **$
                (983)**
            **$
                34**
            **$
                4,051**Stock
                issued for cash during the Quarter ended August 31, 2006 @ $0.05
                per
                share
            1,200,000
            1,200
            58,800Net
                loss, February 28, 2007
            
            
            
            (30,088)
            
            (30,088)Foreign
                currency translation adjustments
            
            
            
            
            2,683
            2,683**Balance,
                February 28, 2007**
            **2,200,000**
            **$
                2,200**
            **$
                62,800**
            **$
                (31,071)**
            **$
                2,717**
            **$
                36,646**Net
                loss, February 29, 2008
            
            
            
            (52,123)
            
            (52,123)Foreign
                currency translation adjustments
            
            
            
            
            445
            445**Balance,
                February 29, 2008**
            **2,200,000**
            **$
                2,200**
            **$
                62,800**
            **$
                (83,194)**
            **$
                3,162**
            **$
                (15,032)**


















See
        Notes
        to the Consolidated Financial Statements


15





**PTM
                PUBLICATIONS INCORPORATED****(A
                Development Stage Company)****Consolidated
                Statements of Cash Flows****Inception
                to****Year
                Ended**
            **Year
                Ended**
            **February
                29,****February
                29**
            
            **February
                28**
            **2008****2008**
            
            **2007****CASH
                FLOWS FROM OPERATING ACTIVITIES**Net
                income (loss)
            
            $                                   
                (51,678)
            
            $                             
                 (27,405)
            $                                  
                (80,032)Adjustments
                to reconcile net loss to net cashprovided
                by (used in) operating activities:Depreciation
            
            1,513
            
            45
            1,558Changes
                in operating assets and liabilities:Accounts
                Receivable ( Increase)
            
            2,464
            
            (2,464)
            -Increase
                in prepaid expenses
            
            -
            
            -
            -Accounts
                payable
            
            16,647
            
            8,509
            26,031Loan
                payable - (related party)
            
            538
            
            -
            638***Net
                cash provided by (used in) operating
                activities***
            
            **(30,517)**
            
            **(21,315)**
            **(51,806)****CASH
                FLOWS FROM INVESTING ACTIVITIES**Increase
                in security deposit
            
            (1,658)
            
            -
            (1,658)Purchase
                of Fixed Assets
            
            (10,527)
            
            (941)
            (11,468)***Net
                cash provided by (used in) investing
                activities***
            
            **(12,185)**
            
            **(941)**
            **(13,126)****CASH
                FLOWS FROM FINANCING ACTIVITIES**Bank
                overdraw
            
            27
            
            -
            27Issuance
                of common stock
            
            -
            
            1,200
            2,200Additional
                paid-in capital
            
            -
            
            58,800
            62,800***Net
                cash provided by (used in) financing
                activities***
            
            **27**
            
            **60,000**
            **65,027*****Net
                increase (decrease) in cash***
            
            **(42,675)**
            
            **37,744**
            **95*****Cash
                at beginning of period***
            
            **42,770**
            
            **5,026**
            **-*****Cash
                at end of period***
            
            **$                                              
                95**
            
            **$                              
                42,770**
            **$                                          
                 95****SUPPLEMENTAL
                DISCLOSURES OF CASH FLOW INFORMATION**Cash
                paid during year for :Interest
            
            -
            
            -
            -Income
                Taxes
            
            -
            
            -
            -









See
        Notes
        to the Consolidated Financial Statements
   16





**PTM
                PUBLICATIONS INCORPORATED****(A
                Development Stage Company)****Notes
                to the Consolidated Financial Statements**
              **February
                29, 2008**





**NOTE
      1. ORGANIZATION AND DESCRIPTION OF BUSINESS**





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





The
      Company operates through its lone subsidiary:





PTM
      Publications Sdn Bhd, a Malaysian Corporation.





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





**NOTE
      2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





**a.** **Basis
      of Accounting**





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





**b.** **Basic
      Earnings per Share**





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





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





**c.** **Basis
      of Consolidation**





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





**d.** **Cash
      Equivalents**





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


17





PTM
                PUBLICATIONS INCORPORATED**(A
                Development Stage Company)****Notes
                to the Consolidated Financial Statements**
              **February
                29, 2008**





**NOTE
      2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**





**e.** **Depreciation**





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





**f.** **Use
      of Estimates and Assumptions**





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





**g.** **Income
      Taxes**





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





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





**h.** **Comprehensive
      Income**





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





**i.** **Foreign
      Currency Translation and Transactions**





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


18





**PTM
                PUBLICATIONS INCORPORATED****(A
                Development Stage Company)****Notes
                to the Consolidated Financial Statements**
              **February
                29, 2008**





**NOTE
      2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**





**i.** **Foreign
      Currency Translation and Transactions**





Transactions
      conducted in foreign currencies are translated as follows:





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





**j.
      Recent Accounting Pronouncements**





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (SFAS
      No. 157). The purpose of SFAS No. 157 is to define fair value, establish a
      framework for measuring fair value, and enhance disclosures about fair value
      measurements.


The
      measurement and disclosure requirements are effective for the company beginning
      in the first quarter of fiscal year 2008.




In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities” (SFAS No. 159). SFAS
      No. 159 permits companies to choose to measure certain financial
      instruments and certain other items at fair value. The standard requires that
      unrealized gains and losses on items for which the fair value option has been
      elected be reported in earnings. SFAS No. 159 is effective for the company
      beginning in the first quarter of fiscal year 2008, although earlier adoption
      is
      permitted.





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





**NOTE
      3. GOING CONCERN**





The
      accompanying financial statements are presented on a going concern basis. The
      Company had limited operations during the period from December 13, 2005
      (inception) to February 29, 2008 and generated a net loss of $83,194. This
      condition raises substantial doubt about the Company’s ability to continue as a
      going concern. Because the Company is currently in the development stage and
      has
      minimal expenses, management believes that the company’s current cash of $95
      will not be sufficient to cover the expenses they will incur during the next
      twelve months and that they will need  developing operations and may need
      to raise additional funding to continue operations.





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





**NOTE
      4. WARRANTS AND OPTIONS**




There
      are
      no warrants or options outstanding to acquire any additional shares of common
      stock.


19




**PTM
                PUBLICATIONS INCORPORATED****(A
                Development Stage Company)****Notes
                to the Consolidated Financial Statements**
              **February
                29, 2008**








**NOTE
      5. PROPERTY AND EQUIPMENT**





Fixed
      Assets at February
      29, 2008 consists
      of the following:





Amount
            Estimated
                Useful LivesComputers
              Office
                Equipment
              Leasehold
                Improvement
            $1,032
              $7,652
              $2,784
            5
                years$
                11,468Less:
            Accumulated Depreciation
            $
                (1,558)Fixed
                asset, net
            $9,910





Depreciation
      expense for year ended February
      29, 2008 was
      $1,513.








**NOTE
      6. RELATED PARTY TRANSACTIONS**





As
      of
      February 29, 2008 there is a total of $638 that has been forwarded by an officer
      of the Company; no specific repayment terms have been established.







**NOTE
      7. INCOME TAXES**







**As
                of  February 29, 2008**Deferred
                tax assets:Net
                operating loss carryforwards
            $                                   
                 12,479Other
            -0-Gross
                deferred tax assets
            12,479Valuation
                allowance
            (12,479)Net
                deferred tax assets
            $                                         
                 -0-





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








**NOTE
      8. NET OPERATING LOSSES**





As
      of
      February 29, 2008, the Company has a net operating loss carryforwards of
      approximately $83,194. Net operating loss carryforward expires twenty years
      from
      the date the loss was incurred.





20





**PTM
                PUBLICATIONS INCORPORATED****(A
                Development Stage Company)****Notes
                to the Consolidated Financial Statements**
              **February
                29, 2008**





**NOTE
      9. STOCK TRANSACTIONS**





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





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





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





As
      of
      February 29, 2008 the Company had 2,200,000 shares of common stock issued and
      outstanding.








**NOTE
      10. STOCKHOLDERS’ EQUITY**





The
      stockholders’ equity section of the Company contains the following classes of
      capital stock as of February 29, 2008:





Common
      stock, $ 0.001 par value: 50,000,000 shares authorized; 2,200,000 shares issued
      and outstanding.





**NOTE
      11. LONG TERM LEASE AGREEMENT**





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





The
      base
      rent is currently $442(RM 1,500) per month. The following is a schedule of
      payments under the above operating lease:








**Year
                ended February 28,**
            **Amount****USD**
            **RM****2009**
            5,631
            18,000**2010**
            1,642
            5,250$
                7,273
            23,750



















21


**Item
      8.**  **Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure**




None.




**Item 8A.**
            **Controls
                and Procedures**




***Evaluation
      of Disclosure Controls and Procedures***




Company
      management, including our chief executive officer and chief financial officer,
      have evaluated our disclosure controls and procedures (as defined in
      Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) as of the end of the period covered by this Form 10-KSB.
      Based on that evaluation, our chief executive officer and chief financial
      officer have concluded that our disclosure controls and procedures are effective
      to ensure that the information we are required to disclose in reports we file
      or
      submit under the Exchange Act is recorded, processed, summarized and reported
      within the time period specified in Securities and Exchange Commission rules
      and
      forms. There are inherent limitations to the effectiveness of any system of
      disclosure controls and procedures, including cost limitations, the possibility
      of human error, judgments and assumptions regarding the likelihood of future
      events, and the circumvention or overriding of the controls and procedures.
      Accordingly, even effective disclosure controls and procedures can only provide
      reasonable assurance of achieving their control objectives.




***Changes
      in Internal Controls over Financial Reporting***




There
      have been no changes in our internal control over financial reporting identified
      in connection with the evaluation required by paragraph (d) of Rule 13a-15
      or 15d-15 promulgated under the Exchange Act that occurred during the last
      fiscal quarter of the fiscal year ended February 29, 2008 that has materially
      affected, or is reasonably likely to materially affect, our internal control
      over financial reporting. Management is aware that there is a lack of
      segregation of duties at our company due to the limited number of employees
      dealing with general administrative and financial matters. At this time
      management believes that, given the individuals involved and the control
      procedures in place, the risks associated with such lack of segregation are
      insignificant, and that the potential benefits of adding additional employees
      to
      segregate duties more clearly do not justify the associated added expense.
      Management will continue to evaluate this segregation of duties. In addition,
      management is aware that many of our currently existing internal controls are
      undocumented. Our management will be working to document such internal controls
      over the coming year.







**Item 8B.**
            **Other
                Information.**




None.




22




**PART
        III**
  **Item 9.**
              **Directors,
                  Executive Officers, Promoters and Control Persons; Compliance With
                  Section 16(a) of the Exchange Act**
  ***Directors,
        Executive Officers and Key Employees***
  The
        following table sets forth certain information regarding our directors,
        executive officers and key employees as of February 29, 2008 and as of the
        date
        of the filing of this report:
  **Name
        and Address** **** **Age** **** **Position(s)
        Held**





Jasmin
      Bin Omar
      Jayaseelan                                                                 
34                                                            
President, CEO, Principal Executive Officer and Chairman of the Board of
      Directors


17B
      Tingkat 2,


Jln
      Sg
      Besi Indah 1/19E, Tmn
      Sg
      Besi Indah,


43300
      Seri Kembangan,


Selangor,
      Malaysia




Cheryl
      Lim Phaik
      Suan                                                                            
32                                                            
Treasurer, CFO, Principal Accounting Officer and Director


No.47
      Taman Impian


Jln.Changkat
      Jong,


36000
      Teluk Intan,


Perak,
      Malaysia





Jefferi
      Bin Omar
      Jayaseelan                                                                    
35                                                          
 Secretary and Director


No.23,
      10
      LG-1, Jalan Bayu 2,


Bukit
      Gita Bayu,


43300
      Seri Kembangan,


Selangor,
      Malaysia





***Background
      of Directors and Executive Officers***





**Jasmin
      Bin Omar Jayaseelan** has been
      the President, CEO, and a Director of our company and its wholly-owned
      Subsidiary since inception. From 2004 to present, Mr. Jayaseelan has been the
      Founder, Chairman and a Director of Ellipsis Concept (M) Sdn Bhd, an advertising
      and event management company located in Kuala


Lumpur,
      Malaysia. From 1997 to 2003, Mr. Jayaseelan was the Founder, Chairman and a
      Director of Web Ad Design Sdn Bhd, a multimedia and web design company located
      in Kelana Jaya, Selangor, Malaysia. From 1995 to 1996, Mr. Jayaseelan held
      the
      position of Art Director for Silicon Communications Sdn Bhd, a web design
      company located in Petaling Jaya, Selangor, Malaysia. Mr. Jayaseelan attended
      the Limkokwing Institute of Creative Technology in Kuala Lumpur, Malaysia and
      graduated with a Diploma in Graphic Design. Jasmin Bin Omar Jayaseelan is the
      brother of Jefferi Bin Omar Jayaseelan, a Director of our company. Mr.
      Jayaseelan devotes approximately 10 hours a week to our business.





**Cheryl
      Lim Phaik Suan** has
      been
      the Treasurer, CFO, and a Director of our company since inception. From July
      2004 to present, Ms Lim has been the Executive, English Writer with Airtime
      Management & Programming Sdn Bhd, a radio broadcasting company located in
      Kuala Lumpur, Malaysia. From January 2004 to June 2004, Ms Lim held the position
      of Contributing Editor with Vital Culture Sdn Bhd, a magazine publishing company
      located in Kuala Lumpur, Malaysia. From October 2001 to December 2003, she
      held
      the position of Events Editor with Kakiseni Sdn Bhd, an online arts and culture
      publishing company located in Kuala Lumpur, Malaysia. From March 2000 to June
      2004, Ms Lim also held the position of Contributor with various magazine and
      online publishing companies located in Kuala Lumpur, Malaysia; Singapore; and
      Cardiff, Wales, United Kingdom. From August 1996 to July 2000, she held the
      position of Network Scheduler with Measat Broadcast Network Systems Sdn Bhd,
      a
      satellite television broadcasting company located in Kuala Lumpur, Malaysia.
      From August 1995 to July 1996, she held the position of Junior Producer with
      AddAudio Sdn Bhd, an audio post-production company located in Petaling Jaya,
      Selangor, Malaysia. From November 1994 to July 1995, she was a Freelance
      Copywriter with Bozell Worldwide, an international advertising agency. Ms Lim
      worked from the Petaling Jaya, Selangor, Malaysia office. Ms Lim attended the
      Institute of Advertising Communications Training, Petaling Jaya, Selangor,
      Malaysia, where she graduated with
      a
      Certificate in Copywriting in December 1994. Ms. Lim is our editor, and
      currently devotes full time to our business.




**Jefferi
        Bin Omar Jayaseelan** has been
        the Secretary, and a Director of our company and its wholly-owned Subsidiary
        since inception. From 2002 to present, Mr. Jayaseelan has been the General
        Manager of Ellipsis Concept (M) Sdn Bhd, an advertising and event management
        company located in Kuala Lumpur, Malaysia. From
        1999
        to 2001, he was a Senior Audio Engineer and Team Leader with AddAudio Sdn
        Bhd,
        an audio post-production company located in Petaling Jaya, Selangor, Malaysia.
        From 1993 to 1998, he was an Audio Engineer with AddAudio Sdn Bhd. Mr.
        Jayaseelan attended the School of Audio Engineering (SAE), Kuala Lumpur,
        Malaysia and graduated with a Diploma in Audio Engineering in 1993. Mr.
        Jayaseelan devotes 12 to 15 hours a week to our business.
 23







***Term
      of Office of Directors***




Our
      directors are appointed for a one-year term to hold office until the next annual
      general meeting of our stockholders or until removed from office in accordance
      with our bylaws. Our officers are appointed by our Board of Directors and hold
      office until the officer dies or resigns or the Board elects a successor or
      removes the officer.




***Key
      Employees***




None.




**Family
      Relationships**




Jasmin
      Bin Omar Jayaseelan and Jefferi Bin Omar Jayaseelan, officers and directors
      of
      our company, are brothers.




**Involvement
      in Certain Legal Proceedings**




None.




**Audit
      Committee Financial Expert**




No
      determination has been made as to whether any member of the audit committee
      qualified as an audit committee financial expert as defined in Item 401 of
      Regulation S-B.




**Section 16(a)
      Beneficial Ownership Reporting Compliance**




Section 16(a)
      of the Securities Exchange Act of 1934, as amended, requires our directors
      and
      executive officers, and persons who beneficially own more than 10% of a
      registered class of our equity securities, to file reports of beneficial
      ownership and changes in the beneficial ownership of our securities with the
      SEC
      of Forms 3 (Initial Statement of Beneficial Ownership), 4 (Statement of Changes
      of Beneficial Ownership of Securities) and 5 (Annual Statement of Beneficial
      Ownership of Securities). Directors, executive officers and beneficial owners
      of
      more than 10% of our Common Stock are required by SEC regulations to furnish
      us
      with copies of all Section 16(a) forms that they file. Based on a review of
      the SEC’s website, we believe that, with respect to our most recent fiscal year,
      all directors, executive officers and greater than 10% beneficial owners
      complied with all Section 16(a) filing requirements applicable to them.




**Code
      of Ethics**




We
      have
      adopted an informal Code of Ethics that applies to our officers, directors
      ,
      which we feel is sufficient at this time, given we are still in the start-up,
      development stage and have no employees, other than our officers and directors.




















24








**Item 10.**
            **Executive
                Compensation**




We
      have
      three executive officers, who are currently our only employees. None of these
      officers and directors draw a salary and do not intend to draw any salaries
      until such time as the company is successful in its business plans and generates
      cash flow. At such time, a special meeting will be held to determine whether
      salaries will be paid. The following summary compensation table sets forth
      information concerning compensation for services rendered in all capacities
      during 2008 and 2007 awarded to, earned by or paid to our executive officers.




**SUMMARY
      COMPENSATION TABLE**







**Name
                and Prncipal Position**
            **Year**
            **Salary**
            **Bonus**
            **Stock**
            **Option**
            **Non-Equity**
            **Change
                in Pension**
            **All
                Other**
            **Total****(a)**
            **(b)**
            **($)**
            **($)**
            **Awards**
            **Awards**
            **Incentive**
            **Value
                Nonqualified**
            **Compensation**
            **($)****(c)**
            **(d)**
            **($)**
            **($)**
            **Plan**
            **Deferred**
            **($)**
            **(j)****(e)**
            **(f)**
            **Compensation**
            **Compensation**
            **(i)****($)**
            **Earnings****(g)**
            **($)****(h)**Jasmin
                Bin Omar Jayaseelan, President, CEO and Principal Executive
                Officer
            2008
            0
            0
            0
            0
            0
            0
            0
            02007
            0
            0
            0
            0
            0
            0
            0
            0Cheryl
                Lim Phaik Suan. Treasurer, CFO and Principal Accounting
                Officer
            2008
            18,829
            0
            0
            0
            0
            0
            0
            18,8292007
            5,425
            0
            0
            0
            0
            0
            0
            5,425Jefferi
                Bin Omar Jayaseelan, Secretary
            2008
            0
            0
            0
            0
            0
            0
            0
            02007
            0
            0
            0
            0
            0
            0
            0
            0




**OUTSTANDING
      EQUITY AWARDS AT FISCAL YEAR-END TABLE**


**OPTION
                AWARDS**
            **STOCK
                AWARDS****Name
                and Principal Position(s)**
            **Number
                of**
            **Number
                of**
            **Equity**
            **Option**
            **Option**
            **Number**
            **Market**
            **Equity**
            **Equity****(a)**
            **Securities**
            **Securities**
            **Incentive**
            **Exercise**
            **Expiration**
            **of
                Shares**
            **Value
                of**
            **Incentive**
            **Incentive****Underlying**
            **Underlying**
            **Plan**
            **Price**
            **Date**
            **or
                Units**
            **Shares
                or**
            **Plan**
            **Plan****Unexercised**
            **Unexercised**
            **Awards:**
            **($)**
            **(f)**
            **of
                Stock**
            **Units**
            **Awards:**
            **Awards:****Options**
            **Options**
            **Number
                of**
            **(e)**
            
            **That
                Have**
            **of
                Stock**
            **Number**
            **Market****(#)**
            **(#)**
            **Securities**
            
            
            **Not**
            **That
                Have**
            **of**
            **or
                Payout****(Exercisable)**
            **(Unexercisable)**
            **Underlying**
            
            
            **Vested**
            **Not**
            **Unearned**
            **Value
                of****(b)**
            **(c)**
            **Unexercised**
            
            
            **(#)**
            **Vested**
            **Shares,**
            **Unearned****Unearned**
            
            
            **(g)**
            **($)**
            **Units
                or**
            **Shares,****Options**
            
            
            
            **(h)**
            **Other**
            **Units
                or****(#)**
            
            
            
            
            **Rights**
            **Other****(d)**
            
            
            
            
            **That**
            **Rights****Have
                Not**
            **That****Vested**
            **Have
                Not****(#)**
            **Vested****(i)**
            **($)****(j)**Jasmin
                Bin Omar Jayaseelan, President, CEO and Principal Executive
                Officer
            0
            0
            0
            0
            0
            0
            0
            0
            0Cheryl
                Lim Phaik Suan. Treasurer, CFO and Principal Accounting
                Officer
            0
            0
            0
            0
            0
            0
            0
            0
            0Jefferi
                Bin Omar Jayaseelan, Secretary
            0
            0
            0
            0
            0
            0
            0
            0
            0






25





**Option
      Grants in 2008**





No
      options were granted during the fiscal year ended February 29, 2008. We have
      no
      outstanding warrants or stock options.




***Director
      Compensation***




None.




***Employment
      Agreements***




None.




***Report
      on Repricing of Options***




None.




**Item 11.**
            **Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters**





***Security
      Ownership of Certain Beneficial Owners and Management***




The
      following table provides certain information regarding the ownership of our
      common stock, as of February 29, 2008 and as of the date of the filing of this
      annual report by:




•
            
            each
                of our executive officers;





•
            
            each
                director;




•
            
            each
                person known to us to own more than 5% of our outstanding common
                stock;
                and




•
            
            all
                of our executive officers and directors and as a group.




As
      of
      February 29, 2008 and the date of the filing of this annual report, we had
      a
      total of 2,200,000 shares of common stock issued and outstanding. Our officers
      and directors, who hold approximately 45% of our shares, may be able to exert
      control over the Company and its management. Except as indicated in footnotes
      to
      this table, the persons named in this table have sole voting and investment
      power with respect to all shares of common stock indicated below. Except where
      noted, the address of all listed beneficial owners is in care of our office
      address.




**Name
                of Beneficial Owner**
            
            **Number
                of**
              **Shares**
              **Beneficially**
              **Owned**
            
            **Percent(%)**Jasmin
                Bin Omar Jayaseelan
            
            400,000
            
            18%Jefferi
                Bin Omar Jayaseelan
            
            400,000
            
            18%Cheryl
                Lim Phaik Suan
            
            200,000
            
            9%All
                directors and executive officers as a group (6 persons)
            
            1,000,000
            
            45%






26




***Changes
      in Control***




None.






**Item 12.**
            **Certain
                Relationships, Related Transactions and Director Independence**





At
      February 29, 2008, there is a total of $638 advanced by an officer for start-up
      costs; however, there is no specific repayment term.





We
      do not
      currently have any other related party transactions and have not yet formulated
      a policy for the resolution of any related transaction conflicts, should they
      arise.




***Director
      Independence***




The
      OTC
      Bulletin Board does not have a requirement that a majority of our Board of
      Directors be independent. However, with respect to the definition of
      independence utilized by NASDAQ, our officers and directors would be deemed
      to
      be independent.





Our
      Audit
      Committee is comprised of our officers and directors. NASDAQ requires at least
      three members on the Audit Committee, each of whom must be independent. NASDAQ
      also requires that, if its Chief Executive Officer’s compensation is determined
      by its Compensation Committee, the Compensation Committee must be comprised
      solely of independent directors. The Company currently does not meet either
      of
      these requirements.




The
      NASDAQ rules have both objective tests and a subjective test for determining
      who
      is an “independent director.” The objective tests state, for example, that a
      director is not considered independent if he or she is an employee of the
      Company or is a partner, executive officer or controlling stockholder of an
      entity to which the company made, or from which the Company received, payments
      in the current or any of the past three fiscal




years
      that exceed the greater of $200,000 or 5% of the recipient’s consolidated gross
      revenue for that year or a family member serves in the current fiscal year
      or
      has served at any time during the last three fiscal years as an executive
      officer of the Company. The subjective test states that an independent director
      must be a person who lacks a relationship that, in the opinion of the Board,
      would interfere with the exercise of independent judgment in carrying out the
      responsibilities of a director.




**Item 13.**
            **Exhibits******




The
      following exhibits are being filed as part of this Annual Report on Form 10-KSB;
      all other exhibits required to be filed herein are incorporated by reference
      and
      can be found in their entirety in our original Form SB-2 registration statement
      filing on the SEC website at www.sec.gov .




**Exhibit
      No** **.**  **Description**





23 Consent
      of Independent Certified Public Accountants


31.1   Sec.
      302
      Certification of Principal Executive Officer


31.2   Sec.
      302
      Certification of Principal Accounting Officer


32.1   Sec.
      906
      Certification of Principal Executive Officer


32.2   Sec.
      906
      Certification of Principal Accounting Officer




***Item 14.***
            ***Principal
                Accountant Fees and Services*********




***Audit
      Fees***




The
        audit
        fees paid to our accounting firm, Chang G. Park, CPA, for the fiscal year
        ended
        February 29, 2008 was approximately $4,000. The audit fees paid to our
        accounting firm, Armando C. Ibarra, CPA for the fiscal year ended February
        28,
        2007 were approximately $3,200.


***Audit-Related
      Fees***




The
      fees
      of our accounting firm, Chang G. Park, CPA, for providing audit-related services
      such as reviewing our quarterly reports on Form 10-QSB for the fiscal year
      ended
      February 29, 2008 was approximately $5,400.




***Tax
      Fees***




Chang
      G.
      Park, CPA, does not provide us with tax compliance, tax advice or tax planning
      services.




***All
      Other Fees***




None.






27








**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act
      of 1934, as amended, the registrant has duly caused this report to be signed
      on
      our behalf by the undersigned, thereunto duly authorized.







**PTM
      PUBLICATIONS INCORPORATED** ,
      Registrant





May
      19,
      2008    /s/
      Jasmin Bin Omar Jayaseelan


By:
      Jasmin Bin Omar Jayaseelan, Principal Executive Officer









Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the registrant and in the
      capacities and on the dates indicated.




**Signature**
            
            **Title**
            
            **Date**/s/
                Jasmin Bin Omar Jayaseelan
              **By:
                Jasmin Bin Omar Jayaseelan**
            
            President,
                Chief Executive Officer (Principal Executive Officer) and
                Director
            
            May
                19, 2008/s/
                Cheryl Lim Phaik Suan****
              
              **By:
                Cheryl Lim Phaik Suan**
            
            Treasurer,
                Principal Accounting Officer and Director
            
            May
                19, 2008/s/Jefferi
                Bin Omar Jayaseelan
              **By:
                Jefferi Bin Omar Jayaseelan**
            
            Secretary
                and Director
            
            May
                19, 2008














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