**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 28, 2007**





___
      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


of
      incorporation or organization)  Identification No.)





E-2-14
      Block E, Plaza Damas


Jalan
      Hartamas 1, Sri Hartamas


Kuala
      Lumpur, Malaysia 50480


(Address
      of principal executive offices)  (Zip
      Code)





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





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.


1


Issuer
      is
      a non-accelerated Filer.





As
      of
      February 28, 2007, the 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 __ No 
      X




2





**TABLE
      OF CONTENTS**






PART
      I





Item
      1.
      Description of Business
      ................................................................................................................. 4


Item
      2.
      Description of Property
      .................................................................................................................10


Item
      3.
      Legal Proceedings
      ..........................................................................................................................10


Item
      4.
      Submission of Matters to a Vote of Security Holders
      ..............................................................10





PART
      II





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


Issuer Purchases
      of Equity Securities
      .......................................................................................................11


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


of
      Operations
      .................................................................................................................................................11


Item
      7.
      Financial Statements
      .......................................................................................................................16


Item
      8.
      Changes in and Disagreements With Accountants on
      Accounting


and
      Financial Disclosure
      ............................................................................................................................
      27


Item
      8A.
      Controls and Procedures
      .............................................................................................................27


Item
      8B.
      Other Information
      ..........................................................................................................................27





PART
      III





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


With
      Section 16(a) of the Exchange Act
      ...................................................................................................27


Item
      10.
      Executive Compensation
      ..............................................................................................................30


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


Stockholder
      Matters
      .....................................................................................................................................31


Item
      12.
      Certain Relationships, Related Transactions and Director Independence
      ............................32


Item
      13.
      Exhibits
      .............................................................................................................................................33


Item
      14.
      Principal Accountant Fees and Services
      ....................................................................................33







3


**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").





Currently,
      our only asset is our cash in the bank, consisting of approximately $42,000
      as
      of the date of the filing of this annual report and accounts receivable in
      the
      approximate amount of $2,500.





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 will be 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 currently soliciting property owners and
      advertisers for our publication. We intend to market and target a total
      circulation of approximately 30,000 copies per month during our next year of
      operation, increasing to 60,000 copies per month by the end of our third year.
      The magazine will be updated and published monthly. Sample distribution,
      organizational sales and direct mail to targeted lists of industry contacts
      are
      some of the methods we intend to utilize to build our subscription
      base.





The
      magazine will be a high gloss, approximately 52- page issue, with a contemporary
      look and appeal. Appealing and informative presentation of up-to-the-month
      marketable properties will be our constant goal. We are designing the magazine
      to be entertaining and newsworthy, as well as informative. We are hopeful our
      final design will appeal to a broad readership. No magazine like it is available
      today in Malaysia.


4





The
      Property Magazine will combine 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 will include Hot Tips, Personalities,
      Commercial/Residential and Quick Sale, described as follows:





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





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





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





·
            Quick
                Sale - This section will highlight properties that owners have deemed
                necessary for immediate sale and will be 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 then towards the end of year one, 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.





***Background
      of the Industry***





The
      property market outlook remains positive due to factors such as low interest
      rates, competitive financing packages, high margin home financing, stable
      employment market, relaxed regulations on foreign ownership, further
      liberalization of the Silver Hair Program in Malaysia and the Malaysian
      government's success in managing the overall economy. Furthermore, the country's
      demographic profile with a sizeable population in the house-buying category


(aged
      between 25 and 44 years), the trend of young working adults to own their own
      homes, the trend of buying second or third homes for upgrading purposes or
      investments, coupled with urban migration, continues to offer opportunities
      for
      housing development and a strong resale market.





The
      real
      estate industry accounts for approximately 5% of the gross domestic product
      in
      Malaysia and is one of the fastest growing sectors of the economy according
      to
      the Economist magazine. The real estate industry is commonly divided into the
      residential and commercial sectors. The residential sector includes the
      purchase, sale, rental, remodeling and new construction of homes and represents
      approximately $4.7 billion per year. The commercial sector includes the lease,
      resale, and new construction of property for businesses and represents
      approximately $3.2 billion per year.


5


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





***Target
      Markets for our Product***





Every
      participant in the home and real estate cycle faces a unique set of challenges,
      all of which will be 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.


6


Ancillary
      Service Providers. Consumers require a variety of products and services
      throughout the 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.





***Marketing
      Strategy and Implementation of our Business Plans***





Once
      we
      have completed production of our magazine and started marketing, our strategy
      will be to focus on serving this clearly defined niche market well. By having
      an
      identifiable market with available lists and related memberships, we believe
      we
      can exceed publishing industry standards for gaining subscribers. A thirst
      exists for the published periodical products that "The Property Magazine" will
      provide. The task will be to successfully reach and inform the target market.
      The strategy is to combine sampling, direct mail and group membership
      solicitation to build circulation through both subscriptions and newsstand
      distribution. Our officers and directors will use their professional contacts
      from their existing advertising agency experience to facilitate sales of
      advertising space in our magazine. Multi-channel distribution principles will
      be
      employed.





Initially,
      we will focus on creating awareness for key industry partners, ancillary
      companies and the public at large. The objective of our marketing strategy
      will
      be to drive the sales of the advertising of the magazine and as the magazine
      becomes more recognized, our sales and subscriptions should increase
      accordingly.





To
      commence our marketing campaign, we are creating flyers, which introduce the
      magazine and the concept, handing them out at key strategic retail locations
      and
      mailing them in direct mail campaigns. These flyers will also be placed in
      daily
      newspapers like the Sun, again to further build awareness of our
      magazine.





***Pricing
      and Projected Revenues***





Our
      magazine will have two revenue streams:





-
      Sales
      of single issues and subscriptions


-
      Sales
      of Advertising





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


7





We
      expect
      to gain a substantial portion of our revenues from advertising rates. 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.





·
            Direct
                Sampling. During the initial print 20,000 pieces will be sent to
                residential homes, real estate agencies, and corporate offices.





·
            Shows
                and Exhibits. Several magazines have been successful selling subscriptions
                at shows and exhibits related to the editorial concept of the magazine.
                After our initial two copies of our magazine, we intend 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, will contain 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***





Currently
      we do not have a contract however, we have verbally agreed to work with DC
      Print
      Sdn Bhd, 136 Jalan Radin Anum Satu, Bandar Baru Seri Petaling, 57000 Kuala
      Lumpur, an unrelated third party. The estimated printing costs for the magazine
      will be approximately $7,895 for a run of 30,000 copies. There is no minimum
      order quantity from this printing company, assuming we engage their services
      when we are ready to print the magazine.





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 will be using a distribution company to issue our
      magazines to various outlets, including retail shopping centers, grocery chains
      and other commercial shop lots. All copies not sold will be collected and
      returned to us by the distributor and no distributor charges will be
      incurred.





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


8


**Advertising
      Sales Strategy**





Efforts
      to sell advertising will be 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 will be made by the directors and will focus 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 and have applied for a publishing license, pending approval
      by
      the state regulatory body; no other permits or licenses are required. We will
      comply with all relevant licensing and regulations.





We
      have
      renewed our publishing license in February of 2007 which allows us to publish
      the magazine through to June 30, 2008.





***Competition***





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





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 will be:





(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.


9


(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.





***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. Upon receipt of the
      proceeds of the offering, Ms. Lim will be the only officer and/or director
      being
      compensated for his/her services. She will be compensated for her position
      as
      editor of the magazine at $1105.26USD/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.





10


**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 28, 2007, 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 28, 2007 and 2006. We have not paid any cash dividends since our
      inception and do not foresee declaring any dividend 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.





**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


11


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 our exploration
      activities and move into later stages of development. Since inception, we have
      incurred an accumulated deficit of $31,071. We have funded our losses to date
      through the sale of equity securities and advances from stockholders.




**Summary
      Financial Data**




**As
                of**
              **February
                28,**
              **2007**
            
            
            **As
                of**
              **February
                28,**
              **2006****Statements
                of Operations Data:**Revenues
            
            $
                2,710
            
            
            $
                0Operating
                Expenses
            
            32,745
            
            
            983Net
                loss
            
            (30,088
            )
            
            (983
            )Net
                loss per common share—basic and diluted
            
            (0.000
            )
            
            (0.000
            )Weighted
                average number of shares of common stock outstanding
            
            1,727,870
            
            
            1,000,000








**Balance
                Sheet Data:**
            ****Cash
                and cash equivalents
            
            $
                42,770
            
            
            $
                5,026Accounts
                Receivable
            
            2,464
            
            
            0Total
                assets
            
            46,130
            
            
            5,026Accumulated
                deficit
            
            (31,071
            )
            
            (983
            )





***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:


12





***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 $ $30,088 and $983,
      respectively, for the fiscal years ended February 28, 2007 and 2006. Our
      accumulated deficit from inception to the fiscal year ended February 28, 2007
      was $31,071. 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 expected to last only through December 31, 2007. We
      continue to develop our publication in an effort to implement our business
      operations and generate revenues; however, if we are unsuccessful in sustaining
      our operations with our current cash reserves, 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 accumulated 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. We believe our current cash in the bank will allow us
      to
      complete our planned activities for the remainder of calendar year 2007;
      however, there is no assurance we will not incur additional and unplanned
      expenses. When additional funding is required, we intend to raise funds either
      through private placements or public offerings of our equity securities. 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 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


13


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 in the development stage and expect to operate at a loss for our
      operations, as we develop 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 revenue for the
      company





We
      filed
      an initial registration statement on Form SB-2 with the U.S. Securities and
      Exchange Commission in April 2006, which was made effective on May 24, 2006.
      As
      of February 28, 2007 the offering was completed for total proceeds to us of
      $60,000 (1,200,000 shares at $0.05), which we are now using in the
      implementation of our business plans.





We
      generated revenues of $2,710 in 2007 and $0 in 2006. For the period from
      inception (December 13, 2005) to February 28, 2007, we accumulated revenues
      of
      $2,710. We incurred operating expenses of $983 and $32,745, respectively for
      year 2006 and 2007 and a total of $33,728 for the period from inception
      (December 13, 2005) to February 28, 2007. These expenses consisted of auditing
      fees in the amount of $6,026, legal fees of $3,465, wages and salaries of
      $5,425, administrative expenses of $2,851, depreciation expense of $45 and
      a
      total of $15,916 expended to date for website and magazine development, design
      and production.




Our
      comprehensive net loss for year 2006 and 2007, adjusted for foreign currency
      translation adjustment was $949 and $27,405, respectively. Since the date of
      inception, we have incurred a comprehensive net loss, adjusted for foreign
      currency adjustment $2,717, of $28,354, or $0.02 per share.





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





***Liquidity
      and Capital Resources***





At
      February 28, 2007, we had $42,770 in cash in the bank and property and equipment
      assets (less depreciation) valued at $896. Our accounts receivable was
      $2,464.





Our
      accounts payable at February 28, 2007 was $9,384, 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 $100 to a related party for start-up
      expenses.





Our
      stockholders' equity was a $36,646 at February 28, 2007.





While
      we
      believe our current capital will be sufficient to sustain our operations for
      the
      next twelve months without having to raise additional capital or seek bank
      or
      other loans, there can be no guarantee that we will have sufficient capital
      or
      will be able to obtain sufficient capital to meet our operational obligations,
      as and when needed.





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.


14


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.





***Plan
      of Operation***





1.
      Achieve a direct sampling target of 20,000 copies each month.





2.
      Lease
      and move into office space exclusively for PTM Publications and contract
      additional


sales,
      writing, photography and administrative staff.





3.
      Develop and roll out a scaleable website.





4.
      Expand
      distribution to three new states within Malaysia.





***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.


15





**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 28, 2007 and the related 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 28,
      2007. These financial statements are the responsibility of the Company’s
      management. Our responsibility is to express an opinion on these financial
      statements based on our audit. The financial statements of PTM Publications
      Incorporated as of February 28, 2006, and for the period from December 13,
      2005
      (inception) to January 31, 2006 were audited by other auditors whose report
      dated March 10, 2006, expressed an unqualified opinion on those statements.
      Their report included an explanatory paragraph regarding going
      concern.





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 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 financial statements referred to above present fairly, in all
      material respects, the financial position of PTM Publications Incorporated
      as of
      February 28, 2007, and the results of its operation and its cash flows for
      the
      year then ended and the period of December 13, 2005 (inception) to February,
      2007 in conformity with U.S. generally accepted accounting principles.





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





***April
      28, 2007***


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








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


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











16








**PTM
                PUBLICATIONS INCORPORATED****(A
                Development Stage Company)****Consolidated
                Balance Sheets****ASSETS****As
                of**
            
            **As
                of****February
                28,**
            
            **February
                28,****2007**
            
            **2006****Current
                Assets**Cash
            
            $
            42,770
            $
            5,026Accounts
                Receivable
            
            
            2,464
            
            -Undeposited
                Funds
            
            
            
            
            -**Total
                Current Assets**
            
            
            45,234
            
            5,026**Fixed
                Assets**
            
            
            941
            
            -**Less:
                Accumulated Depreciation**
            
            
            45
            
            -**Fixed
                Assets, Net**
            
            
            896
            
            -**TOTAL
                ASSETS**
            
            $
            **46,130**
            $
            **5,026****LIABILITIES
                & STOCKHOLDERS' EQUITY****Current
                Liabilities**Accounts
                Payable
            
            $
            9,384
            $
            875Loan
                Payable - (related party)
            
            
            100
            
            100**Total
                Current Liabilities**
            
            
            _
                9,484
            
            975**Total
                Liabilities**
            
            
            9,484
            
            975**Stockholders'
                Equity**Common
                stock, ($0.001 par value, 50,000,000 shares authorized;2,200,000
                and 1,000,000shares issued and outstandingas
                of February 28, 2007and 2006, respectively)
            
            
            2,200
            
            1,000Additional
                paid-in capital
            
            
            62,800
            
            4,000Deficit
                accumulated during development stage
            
            
            (31,071)
            
            (983)Accumulated
                other comprehensive lossForeign
                currency translation adjustments
            
            
            2,717
            
            34**Total
                Stockholders' Equity**
            
            
            36,646
            
            4,051**TOTAL
                LIABILITIES & STOCKHOLDERS' EQUITY**
            
            $
            **46,130**
            $
            **5,026**





**See
      Notes to Financial Statements**








17


**PTM
                PUBLICATIONS INCORPORATED****(A
                Development Stage Company)****Consolidated
                Statements of Operations****Inception
                to****Year
                Ended February 28,**
            
            **February
                28,****2007**
            
            **2006**
            
            **2007**RevenuesRevenues
            $
            2,710
            $
            -
            $
            2,710Total
                Revenues
            
            2,710
            
            -
            
            2,710Operating
                CostsAuditing
                Fees
            
            6,026
            
            -
            
            6,026Legal
                Fees
            
            3,465
            
            -
            
            3,465Administrative
                Expenses
            
            1,868
            
            983
            
            2,851Wages
                & Salaries
            
            5,425
            
            -
            
            5,425Website
                & Magazine
            
            15,916
            
            -
            
            15,916Depreciation
                Expense
            
            45
            
            -
            
            45Total
                Operating Costs
            
            (32,745)
            
            (983)
            
            (33,728)Other
                Income & (Expenses)Foreign
                Exhange Gain (loss)
            
            (59)
            
            -
            
            (59)Gain
                (loss) on currency exchange
            
            6
            
            -
            
            6Total
                Other Income & (Expenses)
            
            (53)
            
            -
            
            (53)Net
                Income (Loss)
            $
            **(30,088)**
            **$**
            **(983)**
            **$**
            **(31,071)**Basic
                and diluted earnings per share
            $
            (0)
            $
            (0)Weighted
                average number ofcommon
                shares outstanding
            
            1,727,870
            
            1,000,000
































**See
      Notes to Financial Statements**











18

















**PTM
                PUBLICATIONS INCORPORATED****(A
                Development Stage Company)****Consolidated
                Statements of Comprehensive Loss****Inception
                to****Year
                Ended February 28,**
            
            **February
                28,****2007**
            
            **2006**
            
            **2007****Net
                Loss**
            $
            (30,088)
            $
            (983)
            $
            (31,071)**Foreign
                currency translation adjustment**
            
            2,683
            
            34
            
            2,717**Comprehensive
                loss**
            $
            (27,405)
            $
            (949)
            $
            (28,354)















































**See
      Notes to Financial Statements**


19





**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)**
            **Stockholders’****Stage**
            
            **Equity****Balance,
                December 13, 2005**
            **-**
            **$               
                 -**
            **$                          
                -**
            **$               
                 -**
            **$                             
                -**
            **$                                
                 -**Stock
                issued for cashon
                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 duringthe
                Quarter ended August 31, 2006@
                $0.05 per share
            1,200,000
            1,200
            58,800
            
            
            60,000Net
                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**








**See
      Notes to Financial Statements**


20





**PTM
                PUBLICATIONS INCORPORATED****(A
                Development Stage Company)****Consolidated
                Statements of Cash Flows****Inception
                to****Year
                Ended February 28,**
            **February
                28,****2007**
            
            **2006**
            **2007****CASH
                FLOWS FROM OPERATING ACTIVITIES**Net
                income (loss)
            
            $                 
                (27,405)
            
            $                        
                (949)
            $             
                (28,354)Adjustments
                to reconcile net loss to net cashprovided
                by (used in) operating activities:Depreciation
            
            45
            
            -
            45Changes
                in operating assets and liabilities:Decrease
                (increase) accounts receivable
            
            (2,464)
            
            -
            (2,464)Accounts
                payable
            
            8,509
            
            875
            9,384Loan
                payable - (related party)
            
            -
            
            100
            100***Net
                cash provided by (used in) operating
                activities***
            
            **(21,315)**
            
            **26**
            **(21,289)****CASH
                FLOWS FROM INVESTING ACTIVITIES**Acquisition
                of equipment
            
            -
            
            -
            -Purchase
                of Fixed Assets
            
            (941)
            
            
            (941)***Net
                cash provided by (used in) investing
                activities***
            
            **(941)**
            
            **-**
            **(941)****CASH
                FLOWS FROM FINANCING ACTIVITIES**Issuance
                of common stock
            
            1,200
            
            1,000
            2,200Additional
                paid-in capital
            
            58,800
            
            4,000
            62,800***Net
                cash provided by (used in) financing
                activities***
            
            **60,000**
            
            **5,000**
            **65,000*****Net
                increase (decrease) in cash***
            
            **37,744**
            
            **5,026**
            **42,770*****Cash
                at beginning of period***
            
            **5,026**
            
            **-**
            **-*****Cash
                at end of period***
            
            **$
                42,770**
            
            **$
                5,026**
            **$
                42,770****SUPPLEMENTAL
                DISCLOSURES OF CASH FLOW INFORMATION**Cash
                paid during year for :Interest
            
            -
            
            -
            -Income
                Taxes
            
            -
            
            -
            -






**See
      Notes to Financial Statements**






21






**PTM
                PUBLICATIONS INCORPORATED****(A
                Development Stage Company)****Notes
                to the Consolidated Financial Statements**
              **February
                28, 2007**





**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.








22


PTM
                PUBLICATIONS INCORPORATED**(A
                Development Stage Company)****Notes
                to the Consolidated Financial Statements**
              **February
                28, 2007**





**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 dat


e
      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.








23


**PTM
                PUBLICATIONS INCORPORATED****(A
                Development Stage Company)****Notes
                to the Consolidated Financial Statements**
              **February
                28, 2007**





**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 28, 2007 and generated a net loss of $31,071. 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 $42,770
      is sufficient to cover the expenses they will incur during the next twelve
      months in a limited operations scenario or until they raise additional funding.





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.








24


**PTM
                PUBLICATIONS INCORPORATED****(A
                Development Stage Company)****Notes
                to the Consolidated Financial Statements**
              **February
                28, 2007**





**NOTE
      5. PROPERTY AND EQUIPMENT**





Fixed
      Assets at February 28, 2007 consists of the following:





Amount
            Estimated
                Useful LivesComputers
            $
                941
            5
                years$
                941Less:
            Accumulated Depreciation
            $
                (45)Fixed
                asset, net
            $896





Depreciation
      expense for year ended February 28, 2007 was $45.








**NOTE
      6. RELATED PARTY TRANSACTIONS**





As
      of
      February 28, 2007, there is a total of $100 that has been forwarded by an
      officer of the Company; no specific repayment terms have been
      established.







**NOTE
      7. INCOME TAXES**







**As
                of February 28, 2007**Deferred
                tax assets:Net
                operating loss carryforwards
            $
                (28,354)Other
            -0-Gross
                deferred tax assets
            4,253Valuation
                allowance
            (4,253)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 28, 2007, the Company has a net operating loss carryforwards of
      approximately $28,354. Net operating loss carryforward expires twenty years
      from
      the date the loss was incurred.








25


**PTM
                PUBLICATIONS INCORPORATED****(A
                Development Stage Company)****Notes
                to the Consolidated Financial Statements**
              **February
                28, 2007**








**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 28, 2007 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 28, 2007:





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







26
 27
 **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 28, 2007 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.




**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 28, 2007 and as of the
      date
      of the filing of this report:




**Name
      and Address** **** **Age** **** **Position(s)
      Held**





Jasmin
      Bin Omar
      Jayaseelan                                         
33                                          
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                                                   
31                                         
Treasurer, CFO, Principal Accounting  Officer and Director


No.47
      Taman Impian Jln.Changkat
      Jong,


36000
      Teluk Intan,


Perak,
      Malaysia





Jefferi
      Bin Omar
      Jayaseelan                                          
34                                         
Secretary and Director


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


Bukit
      Gita Bayu,


43300
      Seri Kembangan,


Selangor,
      Malaysia









28


***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.





***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.


29




**Code
      of Ethics**




We
      have
      adopted an informal Code of Ethics that applies to our officers, directors
      and
      employees, which we feel is sufficient at this time, given we are still in
      the
      start-up, development stage and have limited employees, officers and directors.






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




The
      Company has 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 2006 and 2006 awarded to, earned by or paid to our executive
      officers.




**SUMMARY
      COMPENSATION TABLE**




**Name
                and**
              
              **Principal**
              
              **Position**
              
              **(a)**
            
            **Year**
              **(b)**
            
            **Salary**
              **($)**
              **(c)**
            
            **Bonus**
              **($)**
              **(d)**
            
            **Stock**
              **Awards**
              **($)**
              **(e)**
            
            **Option**
              **Awards**
              **($)**
              **(f)**
            
            **Non-Equity**
              **Incentive**
              **Plan**
              **Compensation**
              **($)**
              **(g)**
            
            **Change
                in**
              **Pension**
              **Value
                and**
              **Nonqualified**
              **Deferred**
              **Compensation**
              **Earnings**
              **($)**
              **(h)**
            
            **All
                Other**
              **Compensation**
              **($)**
              **(i)**
            
            **Total**
              **($)**
              **(j)**Jasmin
                Bin Omar Jayaseelan, President, CEO and Principal Executive
                Officer
            
            2007
            
            $
            0
            
            0
            
            0
            
            0
            
            0
            
            0
            
            0
            
            $
            02006
            
            $
            0
            
            0
            
            
            
            
            
            0
            
            0
            
            0
            
            $
            0Cheryl
                Lim Phaik Suan. Treasurer, CFO and Principal Accounting
                Officer
            
            2007
            
            $
            0
            
            0
            
            0
            
            0
            
            0
            
            0
            
            0
            
            $
            02006
            
            $
            0
            
            0
            
            0
            
            0
            
            0
            
            0
            
            0
            
            $
            0Jefferi
                Bin Omar Jayaseelan, Secretary
            
            2007
            
            $
            0
            
            0
            
            0
            
            0
            
            0
            
            0
            
            0
            
            $
            02006
            
            $
            0
            
            0
            
            0
            
            0
            
            0
            
            0
            
            0
            
            $
            0





30





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


**Option
                Awards**
            
            **Stock
                Awards****Name**
              **(a)**
            
            **Number
                of**
              **Securities**
              **Underlying**
              **Unexercised**
              **Options**
              **(#)**
              **(Exercisable)**
              **(b)**
            
            **Number
                of**
              **Securities**
              **Underlying**
              **Unexercised**
              **Options**
              **(#)**
              **(Unexercisable)**
              **(c)**
            
            **Equity**
              **Incentive**
              **Plan**
              **Awards:**
              **Number
                of**
              **Securities**
              **Underlying**
              **Unexercised**
              **Unearned**
              **Options**
              **(#)**
              **(d)**
            
            **Option**
              **Exercise**
              **Price**
              **($)**
              **(e)**
            
            **Option**
              **Expiration**
              **Date**
              **(f)**
            
            **Number**
              **of
                Shares**
              **or
                Units**
              **of
                Stock**
              **That
                Have**
              **Not**
              **Vested**
              **(#)**
              **(g)**
            
            **Market**
              **Value
                of**
              **Shares
                or**
              **Units**
              **of
                Stock**
              **That
                Have**
              **Not**
              **Vested**
              **($)**
              **(h)**
            
            **Equity**
              **Incentive**
              **Plan**
              **Awards:**
              **Number**
              **of**
              **Unearned**
              **Shares,**
              **Units
                or**
              **Other**
              **Rights**
              **That**
              **Have
                Not**
              **Vested**
              **(#)**
              **(i)**
            
            **Equity**
              **Incentive**
              **Plan**
              **Awards:**
              **Market**
              **or
                Payout**
              **Value
                of**
              **Unearned**
              **Shares,**
              **Units
                or**
              **Other**
              **Rights**
              **That**
              **Have
                Not**
              **Vested**
              **($)**
              **(j)**Jasmin
                Bin Omar Jayaseelan, President, CEO and Principal Executive
                Officer
            
            0
            
            0
            
            0
            
            0
            
            N/A
            
            0
            
            
            0
            
            0
            
            00
            
            0
            
            0
            
            0
            
            N/A
            
            0
            
            
            0
            
            0
            
            0Cheryl
                Lim Phaik Suan. Treasurer, CFO and Principal Accounting
                Officer
            
            0
            
            0
            
            0
            
            0
            
            N/A
            
            0
            
            
            0
            
            0
            
            0








**Option
      Grants in 2007**




No
      options were granted during the fiscal year ended February 28, 2007. 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 28, 2007 and as of the date of the filing of this
      annual report by:




•
            
            each
                of our executive officers;




31


•
            
            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 28, 2007 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%




***Changes
      in Control***




None.






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




At
      February 28, 2007, there is a total of $100 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


32




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 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**






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 of our accounting firms for the fiscal years ended February 28, 2007 and
      2006 were approximately $4,000 and $2,000, respectively.




***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 28, 2007 was approximately $3,800.




***Tax
      Fees***




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




***All
      Other Fees***




None.


33









**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
      24,
      2007    /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
                24, 2007/s/
                Cheryl Lim Phaik Suan****
              **By:
                Cheryl Lim Phaik Suan**
            
            Treasurer,
                Principal Accounting Officer and Director
            
            May
                24, 2007/s/Jefferi
                Bin Omar Jayaseelan
              **By:
                Jefferi Bin Omar Jayaseelan**
            
            Secretary
                and Director
            
            May
                24, 2007