UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment 3 to
FORM 10 - SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
MYOFFIZ, INC.
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(Name of Small Business Issuers in its charter)
NEVADA 88-049-6188-7481
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(State of other jurisdiction (I.R.S. Employer
of Identification Number)
incorporation or organization
500N Rainbow Boulevard Las Vegas
Nevada 89107
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(Address of principal (zip code)
executive offices)
Issuer's telephone number: Singapore: 702-221-2033
Securities to be registered under section 12(b) of the Act: None
Securities to be registered under section 12(g) of the Act:
Common Stock, par value $0.001
Preferred Stock, par value $0.001
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TABLE OF CONTENTS
PART I - ITEM 1. DESCRIPTION OF BUSINESS 3
PART I - ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS 15
PART I - ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT 18
PART I - ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND
CONTROL PERSONS 20
ADVISORY BOARD 20
PART I - ITEM 6. EXECUTIVE COMPENSATION 22
PART I - ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 23
PART I - ITEM 8. DESCRIPTION OF SECURITIES 24
PART II - ITEM 1. MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS 25
PART II - ITEM 2. LEGAL PROCEEDINGS 28
PART II - ITEM 3. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 29
PART II - ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES 29
PART II - ITEM 5. INDEMNIFICATION OF OFFICERS AND DIRECTORS 29
PART F/S. FINANCIAL STATEMENTS 31
PART III - ITEM 1. EXHIBITS 43
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PART I - ITEM 1. DESCRIPTION OF BUSINESS
BUSINESS DEVELOPMENT
MyOffiz's predecessor, Ascomnet Pte., Ltd. was incorporated in
Singapore in 1995. This entity ceased operations in 1998 and
was purchased in early 2000 by the founders of MyOffiz, Inc.
That company was renamed first MyOffiz.com Pte. Ltd. in early
2000 and renamed later in 2000 as MyOffiz Asia Pte, Ltd.
MyOffiz, Inc. was incorporated in Nevada in October 2000. On
October 31, 2000, the shareholders and owners of Myoffiz.com
Pte Ltd sold the assets used to commence our business to us in
exchange for 2,200,000 shares of our common stock. In
addition, in connection with the acquisition, we issued an
additional 1,500,000 shares to repay loans or advances that
were made to or on behalf of Myoffiz.com Pte Ltd by three of
its shareholders.
Following the asset sale in October 31, 2000, MyOffiz Asia
Pte, Ltd's only business has been and currently is to
provide the following services to us or on our behalf:
* Administration of sales of office products; including
ordering products for resale, processing sales orders,
processing product delivery, and processing billings and
payments
* Administration of commissions or fees from third-party
product and service providers; including contracting with
them, processing of orders for their products and services,
and processing of related billings and payments
* Advertising and promotion
* Hosting and maintenance of our website
* Furnishing personnel to act as officers and directors,
including Mr. Jaren Chan Eng Ann and Mr. Michael Chang
MyOffiz Asia Pte Ltd, furnishes the services of Mr. Jaren
Chan Eng Ann to act as our president and director and Mr. Chang
to act as our treasurer and director. In this capacity, Mr.
Chan devotes approximately 10% of his time to our
business. The remainder of his time is devoted to his
management and employee training consulting business. Mr.
Michael Chang also devotes approximately 10% of his time
to our business, with the remaining time devoted to his
management company. We pay MyOffiz Asia Pte, Ltd a fee of
$2300 per month for providing these services under an
amended management services agreement dated January 1,
2003.
Mr. Michael Chang, our treasurer and director, is also a
director of MyOffiz Asia Pte, Ltd. Mr. Jaren Chan Eng Ann, our
president and director, is a shareholder of MyOffiz Asia Pte,
Ltd. Mr. Hirofumi Inagawa, our director, is a shareholder of
MyOffiz Asia Pte, Ltd. Mr. Chang, Mr. Chan and Mr. Hirofumi
have a fiduciary duty to us and to MyOffiz Asia Pte, Ltd. We
pay management fees to MyOffiz Asia Pte, Ltd. Accordingly, Mr.
Chang, as an officer and director of us and a director to MyOffiz
Asia Pte, Ltd, and to a lesser extent Mr. Chan and Mr. Hirofumi
as officer and directors of us but only shareholders of to MyOffiz
Asia Pte, Ltd, face conflicts of interest in receipt of payment of
management fees, time allocation, and prioritizing opportunities
between our business and MyOffiz Asia Pte, Ltd. We have not
formulated a policy for the resolution of such conflicts.
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We have entered into transactions and may do so in the future with our
officers, directors, and shareholders. These transactions were not
negotiated at arms length, and there may be conflicts with respect
to the interpretation and enforcement of any agreement between us
and our officer, director and shareholders. Any dispute with respect
to the interpretation or enforcement of agreements between us and our
officer, director and shareholders may not be resolved in our favor.
There can be no assurance that future transactions or arrangements
between with our officer, director and shareholders will be advantageous
to us, that conflicts of interest will not arise with respect thereto,
or that if conflicts do arise, that they will be resolved in a favorable
manner to us.
MyOffiz Asia Pte, Ltd and MyOffiz, Inc. have the following
common directors, officers, and persons who own or control
more than 5% of the stock of each:
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Myoffiz Asia Pte Ltd % Position MyOffiz, Inc. % Position
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Low Eng Teck 11.91% Shareholder 7.73% Shareholder
Kwek Swee Cheow 11.91% Director 6.29% Shareholder
Chang Ah Meng Michael 11.90% Director 6.29% Treasurer and
Director
Han Mui Tuan 8.98% Shareholder 8.27% Shareholder
Ho Ai Lian 11.90% Shareholder 6.29% Shareholder
Thue Leong Meng 5.95% Shareholder 3.14% Shareholder
Siew Pai Oak 5.95% Shareholder 3.14% Shareholder
Jaren Chan Eng Ann 2.92% Shareholder 3.41% President
Chee Yew Sing 2.92% Shareholder 1.62% Shareholder
Han Eng Kwang 9.74% Shareholder 5.39% Shareholder
Masaru Osawa 1.95% Shareholder 1.08% Shareholder
Hirofumi Inagawa 0.97% Shareholder 0.54% Director
Shuan Yuan Shuan Michael 1.46% Shareholder 0.81% Shareholder
Masahide Katsukata 10.06% Shareholder 5.57% Shareholder
Springfield Technology 1.46% Shareholder 0.81% Shareholder
Ventures
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There are no common officers between Myoffiz Asia Pte Ltd
and Myoffiz, Inc. Mr. Michael Chang, our treasurer and
director, is also a director of MyOffiz Asia Pte, Ltd.
Mr. Jaren Chan Eng Ann, our president and director, is a
shareholder of MyOffiz Asia Pte, Ltd. Mr. Hirofumi
Inagawa, our director, is a shareholder of MyOffiz Asia
Pte, Ltd.
MyOffiz Asia Pte, Ltd and MyOffiz, Inc. have 15 common
stockholders, seven of whom own more the 5% of the issued
and outstanding common stock of each.
Since our inception we have devoted our activities to the
following:
* Raising capital;
* Securing management services;
* Establishing our website;
* Securing rights to sell products and services; and
* Developing our operating infrastructure.
Initial operations began in January 2000 and sales commenced in
July 2000. We generated $46,403 in sales for year ended June 30,
2002 and $39,353 in sales for year ended June 30, 2003. We had
losses of [$73,353] for year ended June 30, 2002 and losses of
[$35,928] for the year ended June, 2003. We had sales of $3,338
and a loss of $5,676 for the six month period ended December 31,
2003. At December 31, 2003, we had an accumulated deficit of
[$237,314].
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Our ability to continue as a going concern is dependent on our
ability to raise funds to implement our planned development; however
we may not be able to raise sufficient funds to do so. Our independent
auditors have indicated that here is substantial doubt about our
ability to continue as a going concern over the next twelve months.
Our poor financial condition could inhibit our ability to achieve our
business plan
We provide office products and services to businesses and
individuals in the Asia-Pacific region. We wholesale and
distribute third party products through direct sales and
through sales conducted over the Internet.
MyOffiz's office product offerings include stationery,
computer and accessories, printers and peripherals, filing and
storage media, business books, general office equipment and
corporate gifts. Currently, we are the exclusive Internet
distributor for MSE, an American brand of toner cartridges, in
the Asia-Pacific region.
We have the following principal suppliers:
* Popular Book Co Pte Ltd
* Kumpulan Development Pte Ltd
* OA Supplies Pte Ltd
* MSE Enterprise Singapore Pte Ltd
Toner cartages supplied by MSE Enterprise Singapore Pte Ltd
accounted for almost 100% of fiscal year 2002 and 2001 product
sales.
All these suppliers carry all the products we sell. We
purchase from whichever supplier offers the best price on the
products we are purchasing at the time of our order.
Besides office products and services, we provide other services
through commission-based arrangements with providers of these
services. For example, we have the following agreements with the
following parties: a member of Horwath International to provide
services such as corporate company secretarial, accountancy and
auditing services. Joaquims, Singapore's largest floral company
to provide flowers; Cathay Photo Store, a Singapore photographic
supplies company to provide camera equipments and accessories and
Unison Commercial, a Singapore stationery supplier to provide
stationary products. We have no written agreements with them.
We generate revenues from the sale of the following products
and services:
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Product June 30, 2002 to March Year ended June 30, Year ended June 30,
31, 2003 2002 2001
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Office and similar US$ 19,423 US$ 32,966 US$ 73,535
products
Commissions or US$ 8,666 US$ 13,437 US$ 10,045
fees from third-
party product and
service providers
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Of our product sales since inception, 10% have been generated
from sales on the internet and 90% from direct sales.
We operate a website at www.myoffiz.com. Nothing on that
website is part of this registration statement.
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Marketing
We currently use fax promotion, telemarketing and the
internet to reach our customers.
Future marketing efforts will focus on product promotions with
vendors, exhibitions, newspaper advertisements, magazines and
adding additional sales personnel.
We have not entered into any agreements with
spokespersons, sales representative, distributors or
others to promote our products or website in any manner.
We must secure additional funding to do so.
Seasonality
Our operating results may fluctuate from quarter to quarter as
a result of stronger sales in the third quarter of our fiscal
year, January to March, associated with the beginning of
calendar year office supply budgeting programs.
Government Approval
Although our operations are located outside of the U.S., we
are not subject to any material government regulation upon our
business.
Principal Customers
Our principal customers are as follows:
Year 2002
Edna D. Lee (through National Book Store) $19,157 42.3%
Arbug Pte Ltd $ 9,254 20.4%
eBrowx Ltd $ 4,695 10.4%
Year 2003
Progression Consultancy $15,824 45.3%
Teleflex Morse $ 6,777 19.4%
National Book Store is a wholesaler, the rest are retail customers.
We have no written agreements with these customers.
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Competitive Environment
The office supply and related services industry is
increasingly competitive. Because barriers to market entry
are relatively low, new competitors can establish their
business at a relatively low cost. Thus, we expect
competition to become increasingly intensified in the future.
Therefore, competition is rapidly evolving and we may not be
able to keep pace with the intense competition in this market.
Many of our competitors have significantly greater brand
recognition, customer bases, operating histories and financial
and other resources. In addition, many companies have
expanded the size of their operations by acquiring other
complimentary companies or forming advantageous strategic
alliances.
Currently, the key players in the on-line office products
segment in Asia are all large companies, including
WizOffice.com, a company listed on the main-board of the
Singapore Stock Exchange, WebOffice.com, a company which is
funded by UK-based 3i, PLC, one of the world's largest
investment groups, and Saggio.com which is funded by Warburg
Pincus and Ryoden Development. Most of the above companies
provide only an Internet gateway for purchase of third-party
office supplies via e-commerce, unlike MyOffiz which carries
an exclusive product, at this time only one: the MSE range of
toners.
Product Sales; Returns; Warranties and Product Liability
Customers will access our website and select the items they
want to purchase. When the customer has completed a purchase
selection, we arrange for delivery and the customer pays for
the items with their corporate check upon delivery. For
certain customers, a 15 to 30 days credit term is provided.
Revenue is recognized when the earning process is complete and
the risks and rewards of ownership have transferred to the
customer, which is generally considered to have occurred upon
shipment of the finished product or performance of services.
Our cancellation policy is as follows: If the customer
cancels the order before the products are shipped, then no
costs are incurred. If the customer cancels the order after
the product has been shipped, then the customer is responsible
for the shipping fees back to us along with the original
shipping costs we incurred. Our refund policy is 30 days from
the date of shipping. The refund is dependant upon the fact
the product is returned in good condition. The customer is
also responsible for the shipping costs both ways if the
product is returned.
We offer no warranties ourselves. The only warranties offered
are manufacturers' warranties for which we are not
responsible. For example, MSE Toners are covered by a 100%
warranty by MSE. They are guaranteed to be free from defects
in both material and workmanship from the original date of
purchase for a period of one year or until the toner is
depleted, whichever occurs first.
We have not obtained warranty or product liability insurance.
In addition, we have not established a reserve fund for such
purposes. Since inception, there have been no claims against
us.
Agreement with GoPublicToday.com, Inc.
GoPublicToday.com's services consist of the preparation and
filing of all required documents with regard to a 504 offering
in Nevada and a registration statement on Form 10SB with the
SEC, Form 211 and interfacing with an NASD market maker
regarding NASD filings. The agreement terminates when our
securities are qualified for quotation on the over the counter
bulletin board.
We agreed to pay $45,000 as compensation to GoPublicToday.com
for the services provided above, of which $40,000 has been paid
to date.. The compensation consists of and was and is to be
disbursed as follows:
Disbursement 1: Myoffiz disburses and GoPublicToday.com
collects payment of a non-refundable
retainer of $10,000 USD upon the execution
of the Agreement;
Disbursement 2: Myoffiz disburses and GoPublicToday.com collects
payment of an additional $10,000 and 150,000
shares of the common stock upon filing for
permit by the State of Nevada pursuant to NRS
90.490; and $10,000 when the offering closes.
Disbursement 3: Myoffiz disburses and GoPublicToday.com collects
payment of an additional $5,000 USD upon filing
of the Form 10SB with the Securities and Exchange
Commission;
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Disbursement 4: Myoffiz disburses and GoPublicToday.com collects
payment of an additional $5,000 USD upon filing
of the Form with the NASD qualification of
Myoffiz for quotation and trading on the OTCBB; and
Disbursement 5: Myoffiz disburses and GoPublicToday.com collects
payment of an additional $5,000 USD upon
notification by the NASD of qualification for
quotation on the OTCBB.
RISK FACTORS
Our poor financial condition raises substantial doubt about our
ability to continue as a going concern. You will be unable to
determine whether we will ever become profitable.
Initial operations began in January 2000 and sales commenced in
July 2000. We generated $46,403 in sales for year ended June 30,
2002 and $39,353 in sales for year ended June 30, 2003. We had
losses of [$73,353] for year ended June 30, 2002 and losses of
[$35,928] for the year ended June, 2003. We had sales of $3,338
and a loss of $5,676 for the six month period ended December 31,
2003. At December 31, 2003, we had an accumulated deficit of
[$237,314].
In addition, as of December 31, 2003, we had only $3,468 in
current cash available. Our current cash resources of $3,468
at December 31, 2003 are sufficient to satisfy our cash
requirements over the next twelve months if we have no growth
and if MyOffiz Asia Pte, Ltd. continues to provide services
while deferring their management fee, which they have orally
agreed to do. We estimate our business needs an additional
$475,000 cash infusion to fund our desired expansion during
the same period. In order to become profitable, we may still
need to secure additional debt or equity funding. We hope to
be able to raise additional funds from an offering of our stock
in the future. However, this offering may not occur, or if it
occurs, may not raise the required funding. There are no
preliminary or definitive agreements or understandings with
any party for such financing.
Our ability to continue as a going concern is dependent on our
ability to raise funds to implement our planned development;
however we may not be able to raise sufficient funds to do so.
Our independent auditors have indicated that here is substantial
doubt about our ability to continue as a going concern over the
next twelve months. Our poor financial condition could inhibit
our ability to achieve our business plan, because we are currently
operating at a substantial loss with no significant revenues, an
investor cannot determine if we will ever become profitable.
We have a limited operating history; because our planned
growth is contingent upon receiving additional funding, you
are unable to evaluate whether our business will be
successful.
Our business development is contingent upon raising debt
or equity funding. We have no sources of funding
identified. You must consider the risks, difficulties,
delays and expenses frequently encountered by young and
unestablished companies in our business, which have little
operating history, including whether we will be able to
overcome the following challenges:
* Inability to raise necessary revenue to operate for the
next 12 months or thereafter
* Advertising and marketing costs that may exceed our
current estimates
* Unanticipated expenses
* Our ability to generate sufficient revenues to offset the
substantial costs of operating our business
Because significant expenses are in our growth plan, including
inventory, website development and operations, we anticipate
that we may incur losses until revenues are sufficient to
cover our operating costs. Future losses are likely before
our operations become profitable. As a result of our short
operating history, you will have little basis upon which to
accurately forecast our:
* Total assets, liabilities, and equity
* Annual revenues
* Gross and operating margins
* Labor costs
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Accordingly, the business growth plans described in this
registration statement may not either materialize or prove
successful and we may never be profitable. Also, you have
no basis upon which to judge our ability to develop our
business and you will be unable to forecast our future
growth.
Because sales of products such as ours through an Internet-
based office supply sales website have not been widely
accepted by the public, we may face significant barriers in
selling the products we hope to be able to sell, which could
reduce our revenues.
Our business involves the use of a website to sell products.
The use of the Internet is a relatively new form by which to
provide these type of products. Traditionally, these products
are provided through retail or wholesale stores with seasoned
sales associates or other personal points of contact.
Additionally, the public has perceived these stores as being
more reliable than depersonalized on-line websites.
Accordingly, we face significant barriers to overcome in
consumer preferences of traditionally used retail and
wholesale outlets for the office supply and products that we
offer.
If substantial numbers of our website users lose connection to
our website, we will lose potential customers and fail to
develop repeat business which will reduce our revenues.
Although we will test our website for errors and attempt to
identify any bugs or errors, our site may contain the
following problems leading to interruptions in our business:
* Undetected errors or bugs
* Inability of our server to handle peak loads
* Systems failures by our Internet service provider
* Inactivity by users for periods while remaining on-line
Repeated disruptions due to such errors or even one disruption
may dissuade users from ever using our services again.
Accordingly, if we fail to develop effective systems to detect
such errors or guard against such errors and there are
substantial interruptions, we will be unsuccessful at
developing business, and our potential revenues will be
reduced.
Our vulnerability to security breaches, glitches and other
computer failures could harm our future customer
relationships, our ability to establish our future customer
base.
We will offer the products we hope to be able to sell
exclusively through our Internet site. The secure transmission
of confidential information over public networks is a critical
element of our operations. A party who is able to circumvent
security measures could misappropriate proprietary information
or cause interruptions in our operations. If we are unable to
prevent unauthorized access to our users' information and
transactions, our customer relationships will be harmed.
Although we hope to be able to implement industry-standard
security measures, these measures may not prevent future
security breaches. Heavy stress placed on our systems could
cause systems failures or operation of our systems at
unacceptably low speeds.
Because we have a limited number of suppliers, one of which
accounted for almost all of our sales, the loss of this
supplier could reduce our revenues.
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We have the following principal suppliers:
* Popular Book Co Pte Ltd
* Kumpulan Development Pte Ltd
* OA Supplies Pte Ltd
* MSE Enterprise Singapore Pte Ltd
However, one supplier, MSE Enterprise Singapore Pte Ltd, which
supplies us toner cartridges, accounted for almost 100% of our
sales. The loss of this supplier could reduce our revenues.
Because we have limited major customers, the loss of any one
major customer would significantly reduce our revenues.
In fiscal year ended June 30, 2003, two major customers accounted
for 45.3% and 19.4% percent of our revenues. We have no written
agreements with these customers. Because of this concentration of
major customers, the loss of either or both of them would
significantly reduce our revenues.
Our officers, directors and principal stockholders can exert control over
matters requiring stockholder approval.
Our executive officers, directors and holders of 5% or more of
our outstanding common stock beneficially own approximately
87% of our outstanding common stock. They will be able to
significantly influence all matters requiring approval by our
stockholders, including the election of directors and the
approval of significant corporate transactions. This
concentration of ownership may also have the effect of
delaying, deterring or preventing a change in control and may
make some transactions more difficult or impossible without
the support of these stockholders.
Our management decisions are made by our founder and
president, Jaren Chan Eng Ann whose services are provided to us under
a service agreement with MyOffiz Asia Pte Ltd; if we lose his
services, our revenues may be reduced.
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Our business has been managed by MyOffiz Asia Pte Ltd. The
success of our business is dependent upon the expertise of Mr.
Jaren Chan Eng Ann, our president. Because Mr. Chan is essential to
our operations, you must rely on his management decisions. His
services are furnished to us under a service agreement with
MyOffiz Asia Pte Ltd. We have not entered into any agreement
with MyOffiz Asia Pte Ltd or Mr. Jaren Chan Eng Ann that would prevent
him from ceasing to provide services to us, nor have we
obtained any key man life insurance relating to him. The
management agreement may be terminated by either party upon 30
days notice. If the agreement is terminated of if we
otherwise lose his services under our service agreement with
MyOffiz Asia Pte Ltd, MyOffiz Asia Pte Ltd may not be able to
supply management with comparable experience. As a result, the
direct or indirect loss of Mr. Jaren Chan Eng Ann's services could
reduce our revenues.
The person responsible for managing our day-to-day operations,
Mr. Jaren Chan Eng Ann, will devote less than full time to our
business, which may reduce our revenues.
We currently have no employees. Our day-to-day operations are
presently managed by MyOffiz Asia Pte Ltd, which furnishes the
services of Mr. Chan to act as our president and director. In
this capacity, Mr. Chan devotes approximately 10% of his time
to our business. The remainder of his time is devoted to his
personal consulting business. Mr. Chan may not be able to
devote the time necessary to our business to assure successful
implementation of our business plan.
We are authorized to issue preferred stock which, if issued,
may adversely affect or reduce the market price of our common
stock.
Our directors are authorized by our articles of incorporation
to issue shares of preferred stock without the consent of our
shareholders. Our preferred stock, when issued, may rank
senior to common stock with respect to payment of dividends
and amounts received by shareholders upon liquidation,
dissolution or winding up. Our directors will set such
preferences. The issuance of such preferred shares and the
preferences given the preferred shares, do not need the
approval of our shareholders. The existence of rights, which
are senior to common stock, may reduce the price of our common
shares. We do not have any plans to issue any shares of
preferred stock at this time.
Because our common stock is considered a penny stock, our
common stock is considered a high-risk investment and is
subject to restrictions on marketability; you may be unable to
sell your shares.
If our common stock becomes tradable in the secondary market,
we may be subject to the penny stock rules adopted by the
Securities and Exchange Commission that require brokers to
provide extensive disclosure to its customers prior to
executing trades in penny stocks. These disclosure
requirements may cause a reduction in the trading activity of
our common stock, which in all likelihood would make it
difficult for our shareholders to sell their securities.
Certain Nevada corporation law provisions could prevent a
potential takeover of us which could adversely affect the
market price of our common stock or deprive you of a premium
over the market price.
-11-
We are incorporated in the State of Nevada. Certain provisions
of Nevada corporation law could adversely affect the market
price of our common stock. Because Nevada corporation law
requires board approval of a transaction involving a change in
our control, it would be more difficult for someone to acquire
control of us. Nevada corporate law also discourages proxy
contests making it more difficult for you and other
shareholders to elect directors other than the candidate or
candidates nominated by our board of directors. Our articles
of incorporation and by-laws contain no similar provisions.
Because there is not now and may never be a public market for
our common stock, investors will be unable to resell their shares.
Our common stock is currently not quoted on any market. No
market may ever develop for our common stock, or if developed,
may not be sustained. Accordingly, our shares should be
considered totally illiquid, which inhibits investors' ability
to resell their shares, meaning investors will be unable to
resell their shares.
We have some shares eligible for future sale without
restriction under the Securities Act of 1933 and additional
shares which are restricted securities that can be resold only
under the restrictions imposed under Rule 144, all of which
securities if sold could reduce the prevailing market price of
our shares if our shares become qualified for quotation on the
over the counter bulletin board.
There are 980,493 shares of our common stock held by non-
affiliates, of which 382,143 shares have been held for at
least two years and the remainder were issued in accordance
with Rule 504(b)(1)(i) in that they were registered by
qualification in the state of Nevada. These shares held by
non-affiliates may currently be resold without restrictions
under the Securities Act of 1933. None of these shares have
been sold pursuant to Rule 144 of the Securities Act of 1933.
The remaining 3,592,857 shares of our common stock are held by
affiliates that Rule 144 of the Securities Act of 1933 defines
as restricted securities. None of these shares have been sold
pursuant to Rule 144 of the Securities Act of 1933. Under the
provisions of Rule 144, following the expiration of the lock-
up period on 2,792,876 of these restricted securities, these
restricted securities could be available for sale in a public
market, if developed, in amounts limited under Rule 144 and
subject to other manner of resale restrictions imposed under
Rule 144 beginning 90 days after the effective date of this
registration statement. The availability for sale of
substantial amounts of common stock under Rule 144 could
reduce prevailing market prices for our securities if our
shares become qualified for quotation on the over the counter
bulletin board.
Our operating results may fluctuate from quarter to quarter,
which may make it difficult to predict our operating results.
Our operating results may fluctuate from quarter to quarter as
a result stronger sales in the fourth quarter of our fiscal
year associated with holiday and beginning of the year office
supply budgeting programs. Most of our operating expenses,
such as rent expense, advertising expense and employee
salaries, do not vary directly with the amount of our sales
and are difficult to adjust in the short term. As a result, if
our sales in a particular quarter are below expectations for
that quarter, we may not proportionately reduce operating
expenses for that quarter, and therefore any sales shortfall
would have a disproportionate effect on our net income for the
quarter.
-12-
As all of our sales and marketing activities are conduct
offshore, our revenues may be reduced as a result of factors
which would not affect us if our operations were in the US.
We operate offshore. As a result, we are subject to a number
of risks associated with international business activities.
These risks generally include:
* Currency exchange rate fluctuations;
* Seasonal fluctuations in purchasing patterns;
* Unexpected changes in regulatory requirements;
* Tariffs, export controls and other trade barriers;
* Longer accounts receivable payment cycles and
difficulties in collecting accounts receivable;
* Difficulties in managing and staffing international operations;
* Potentially adverse tax consequences, including
restrictions on the repatriation of earnings;
* Burdens of complying with a wide variety of foreign laws;
* Risks related to the recent global economic turbulence; and
* Political instability.
Any or all of these factors could reduce our revenues.
U.S. investors may experience difficulties in attempting to
enforce liabilities based upon U.S. federal securities laws
against us and our non-U.S. resident directors.
All of our are located outside the United States. Our
directors are foreign citizens. As a result, it may be
difficult or impossible for U.S. investors to serve process
within the United States upon us or to enforce judgments upon
us for civil liabilities in U.S. courts. In addition, you
should not assume that courts in the countries where our
assets are located: (i) would enforce judgments of U.S. courts
obtained in actions against us based upon the civil liability
provisions of applicable U.S. federal and state securities
laws; or (ii) would enforce, in original actions, liabilities
against us based upon these laws.
Conflicts of interest may develop between us and Mr. Jaren
Chan Eng Ann, Mr. Michael Chang, and Mr. Hirofumi Inagawa, our
officers and directors, which conflicts may not be resolved in
our favor and which may therefore affect the implementation of
our business plan.
Mr. Michael Chang, our treasurer and director, is also a
director of MyOffiz Asia Pte, Ltd. Mr. Jaren Chan Eng Ann, our
president and director, is a shareholder of MyOffiz Asia Pte,
Ltd. Mr. Hirofumi Inagawa, our director, is a shareholder of
MyOffiz Asia Pte, Ltd. Mr. Chang, Mr. Chan and Mr. Hirofumi
have a fiduciary duty to us and to MyOffiz Asia Pte, Ltd. We
pay management fees to MyOffiz Asia Pte, Ltd. Accordingly,
Mr. Chang, as an officer and director of us and a director to
MyOffiz Asia Pte, Ltd, and to a lesser extent Mr. Chan and Mr.
Hirofumi as officer and directors of us but only shareholders
of to MyOffiz Asia Pte, Ltd, face conflicts of interest in
receipt of payment of management fees, time allocation, and
prioritizing opportunities between our business and MyOffiz
Asia Pte, Ltd. We have not formulated a policy for the
resolution of such conflicts. We have entered into
transactions and may do so in the future with our officers,
directors, and shareholders. These transactions were not
negotiated at arms length, and there may be conflicts with
respect to the interpretation and enforcement of any agreement
between us and our officer, director and shareholders. Any
dispute with respect to the interpretation or enforcement of
agreements between us and our officer, director and
shareholders may not be resolved in our favor. There can be
no assurance that future transactions or arrangements between
with our officer, director and shareholders will be
advantageous to us, that conflicts of interest will not arise
with respect thereto, or that if conflicts do arise, that they
will be resolved in a favorable manner to us.
-13-
SPECIAL INFORMATION REGARDING FORWARD LOOKING STATEMENTS
Some of the statements in this registration statement are
"forward-looking statements." These forward-looking
statements involve certain known and unknown risks,
uncertainties and other factors which may cause our actual
results, performance or achievements to be materially
different from any future results, performance or achievements
expressed or implied by these forward-looking statements.
These factors include, among others, the factors set forth
above under "Risk Factors." The words "believe," "expect,"
"anticipate," "intend," "plan," and similar expressions
identify forward-looking statements. We caution you not to
place undue reliance on these forward-looking statements. We
undertake no obligation to update and revise any forward-
looking statements or to publicly announce the result of any
revisions to any of the forward-looking statements in this
document to reflect any future or developments. However, the
Private Securities Litigation Reform Act of 1995 is not
available to us as a non-reporting issuer.
-14-
PART I - ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
MyOffiz's predecessor, Ascomnet Pte., Ltd. was incorporated in
Singapore in 1995. This entity ceased operations in 1998 and
was purchased in early 2000 by the founders of MyOffiz, Inc.
That company was renamed first MyOffiz.com Pte. Ltd. in early
2000 and renamed later in 2000 as MyOffiz Asia Pte, Ltd.
MyOffiz, Inc. was incorporated in Nevada in October 2000. On
October 31, 2000, the shareholders and owners of Myoffiz.com
Pte Ltd sold the assets used to commence our business to us in
exchange for 2,200,000 shares of our common stock. In
addition, in connection with the acquisition, we issued an
additional 1,500,000 shares to repay loans or advances that
were made to or on behalf of Myoffiz.com Pte Ltd by three of
its shareholders.
We provide office products and services to businesses and
individuals in the Asia-Pacific region. We wholesale and
distribute third party products through direct sales and
through sales conducted over the Internet.
Following the asset sale in October 31, 2000, MyOffiz Asia
Pte, Ltd's only business has been and currently is to
provide the following services to us or on our behalf:
* Administration of sales of office products; including
ordering products for resale, processing sales orders,
processing product delivery, and processing billings and
payments
* Administration of commissions or fees from third-party
product and service providers; including contracting with
them, processing of orders for their products and services,
and processing of related billings and payments
* Advertising and promotion
* Hosting and maintenance of our website
* Furnishing personnel to act as officers and directors,
including Mr. Jaren Chan Eng Ann and Mr. Michael Chang
Since our inception we have devoted our activities to the
following:
* Raising capital;
* Securing management services;
* Establishing our website;
* Securing rights to sell products and services; and
* Developing our operating infrastructure.
We have taken no steps to establish a permanent management team.
-15-
Year end June 30, 2003 vs. Year end June 30, 2002
-----------------------------------------------------
Year end Year end Percentage
6/30/2003 6/30/2002 increase
[decrease]
------------------------------------------------------
Revenues 39,353 46,403 [15]
Expenses
Cost of sales 27,189 34,997 [22]
General and 45,968 80,726 [43]
Administrative
Depreciation 2,125 4,033 [47]
Net loss 35,929 (73,353) [51]
------------------------------------------------------
Our business, located in the Asia-Pacific region, has suffered and
continues to suffer from world economic disruptions caused by the
9/11 disaster, the war in Iraq and the SARS epidemic. In addition,
a number of companies have continued to consolidate, reduce or
eliminate operations in our region. This has led to decreases in
revenues of 15% from $46,403 for fiscal year ended June 30, 2002 to
$39,353 for fiscal year ended June 30, 2003. We are unable to predict
when the effects of these factors will lessen and revenues will begin
to increase.
As we had reduced sales, we also had reduced cost of sales of 22%
from $34,997 for fiscal year ended June 30, 2002 to $27,189 for fiscal
year ended June 30 2003.
Our general and administrative costs decreased of 43% from $80,726 for
fiscal year ended June 30, 2002 to $45,968 for fiscal year ended June 30,
2003 due to due to reduced costs incurred in securing qualification for
our securities to trade on the OTCBB and a reduction in expenses on
internet leased line service.
Our depreciation decreased 47% from $4,003 for fiscal year ended June
30, 2002 to $2,125 for fiscal year ended June 30 2003 due to the age of
our depreciable assets.
Principally as a result of the reduction general and administrative cost
and also in cost of sales, although we had reduced revenues, our net loss
decreased 51% from ($73,353) for fiscal year ended June 30, 2002 to
($35,929) for fiscal year ended June 30, 2003.
Six months ended December 31, 2003 vs. Six months ended December 31, 2002
Six Months Ended
December 31,
2003 2002
--------- ---------
Revenues $ 6,508 $ 4,555
Cost of Sales 3,818 9,772
General and administrative 19,821 30,242
Depreciation 2,016
-------- --------
Total Operating Expenses 23,639 42,030
Net loss (17,131) (37,475)
======== ========
-16-
Due to web hosting projects, we had an increase in revenues of 43%
from $4,555 for the six month period ending December 31, 2002 to $6,508
for the six month period ending December 31, 2003. We provided
designing and developing a corporate web site for a beauty consulting
company. We also provided a server for the customer to have their email
and website hosted in our premises. The fee charge for this project was
more substantial than products sales during the six month ending December
31, 2002. Therefore and increase in revenue. With further funding in the
future, we hope to be able secure such projects to increase our revenue.
As for now we have limited resources to market and get more projects.
We had decreased cost of sales of 61% from $9,772 for six month period
ended December 31, 2002 to $3,818 for six month period ended December 31,
2003 due decrease in office supply purchases by customers. This is due
the economic down turn in the region. We are expecting that the customer
spending to improve once the economic recovers.
Our general and administrative costs decreased 34% from $30,242 for six
month period ended December 31, 2002 to $19,812 for six month period ended
December 31, 2003 due to primarily to reduction in expenses in internet
services. This was done by downgrading to a cheaper monthly plan. We
anticipate this lower cost will continue if we do not secure further funding.
Our depreciation decreased from $2,016 for six month period ended December
31, 2002 to $0 for six month period ended December 31 2003 due to the age of
our depreciable assets.
Our net loss increased 54% from ($37,475) for six month period ended
December 31, 2002 to ($17,131) for six month period ended December 31,
2003 primarily related to our slightly increased revenues and our decreased
cost of sales and general and administrative costs.
Plan of Operations
For the next twelve months our plan of operations calls for continued focus
on developing our plan of operations by accomplishing the following
milestones at the following estimated costs:
* June 04 - Launch of information technology consulting services. These
services will provide customers with the knowledge and understanding
before embarking on any upgrading or implementing of new technology -
$15,000. The amount will be spent on a marketing survey to further
understand areas in information technology that customers would need.
From such research, we would formulate and development information
technology solutions for issues related to internet access, accounting
packages, payroll systems and the like. Although we have secured
contracts for a web hosting project and a web site design project,
we hope in the future to offer more sophisticated services such as
those described above.
* July 04 - Marketing efforts to secure contracts for information
technology service - $10,000. The amount would be spend on road show
and media advertisements in Singapore.
* Aug 04 - Study the possibility of offering technical outsourcing
business by taking over or being an outsource for areas such as
software development and technical consulting. This may be undertaken
with a Singapore based company specializing in technical outsourcing,
however we have no commitments or agreements with any such company at
this time. - $25,000 The amount would be spend on joint marketing in
the Asia region for road show and media advertisements. This joint
marketing will be done together with the to-be-identified outsourcing
specialize company.
* Sept 04 - Upgrade our current information technology infrastructure
to provide better support for potential information technology clients'
requirements - $25,000. The amount would be spend on upgrading and
purchasing new servers and related computer equipment.
* Oct 04 - Expand our offering of goods and services, such as secretarial
services, accounting services and locate new product suppliers to
provide customers with a better one stop shopping solution - $25,000.
The amount would be spend on road show and media advertisements in
Singapore. This also including traveling expenses to source new
suppliers within the region. $10,000 would be allocate for traveling
expenses and the rest would be used for road show and media advisements.
* Nov 04 - Set up pricing and logistics support plans. Pricing structure
for all new goods and services has to be worked out for all the different
regions where we are selling. Explore shipping methods, scheduling and
expenses to all the different regions. - $50,000. The amount would be
spent on setting up of logistics support such as storage space, delivery
vehicle and staffing. $20,000 would be for staffing and the rest would
be used for storage space and delivery vehicle rental.
* Dec 05 - Update website for new launch - The website will be updated to
support anticipated new goods and services. It would also include an
online tracking of all orders. $50,000. The amount would be spend on
revamping of the current web site to integrate with a new setup that
includes inventory, workflow, customer databases, order, payment and
delivery workflow. Currently, our website has limited products and
customers are not able to track their order or do payment online. The
website currently does not have any integration to our accounting package
either.
* Jan 05 - Set up Sales / Marketing group. Create a new team to further
expand the marketing our services and products. They would be
responsible for sales and marketing throughout the region - $150,000.
The amount would be spent on hiring new sales and marketing staff.
-17-
* Feb 05 - Develop marketing/sales program and materials - $25,000. The
amount would be spent on developing new and updated brochures and running
media advertisements. $10,000 would be spend on developing brochures and
marketing materials. The rest would be spend on media advertisements.
* Mar 05 - Explore business expansion to Asia market including China and
Japan by securing agreement with new resellers and distributors or
partners, none of which are currently in place. - $100,000. The amount
would be spent on joint ventures or setup of operation in the region.
We would be looking for companies to either have a joint venture with us
to setup offices and business in their countries or we would setup
offices in the region ourselves. For joint ventures we are planning to
spend $15,000 for each location and $30,000 for our own setup of each
location.
Liquidity and capital resources
Initial operations began in January 2000 and sales commenced in July 2000.
We generated $46,403 in sales for year ended June 30, 2002 and $39,353
in sales for year ended June 30, 2003. We had losses of [$73,353] for
year ended June 30, 2002 and losses of [$35,928] for the year ended June,
2003. We had sales of $3,338 and a loss of $5,676 for the six month period
ended December 31, 2003. At December 31, 2003, we had an accumulated
deficit of [$237,314].
In addition, as of December 31, 2003, we had only $3,468 in current cash
available. Our current cash resources of $3,468 at December 31, 2003 are
sufficient to satisfy our cash requirements over the next twelve months
if we have no growth and if MyOffiz Asia Pte, Ltd. continues to provide
services while deferring their management fee, which they have orally
agreed to do. Of course, this current cash position coupled with our
accumulated deficit of [$237,314] will not allow us to undertake any of
the activities described in our milestones above.
We estimate our business needs an additional $475,000 cash infusion to
fund our desired expansion during the same period. In order to become
profitable, we may still need to secure additional debt or equity
funding. We hope to be able to raise additional funds from an offering
of our stock in the future. However, this offering may not occur, or
if it occurs, may not raise the required funding. There are no
preliminary or definitive agreements or understandings with any party
for such financing.
Our ability to continue as a going concern is dependent on our ability
to raise funds to implement our planned development; however we may not
be able to raise sufficient funds to do so. Our independent auditors
have indicated that here is substantial doubt about our ability to
continue as a going concern over the next twelve months. Our poor
financial condition could inhibit our ability to achieve our business
plan, because we are currently operating at a substantial loss with
no significant revenues, an investor cannot determine if we will ever
become profitable.
Net cash provided by or (used in) operating activities in the first
six months of fiscal 2004 and 2003 was $(1,418) and $(16,557),
respectively. Net cash provided by financing activities in the first
six months fiscal 2004 was $0.
Our current liabilities as of December 31, 2003 are higher than our
current assets by $237,314.
We have no lines of credit available to us at this time.
Inflation has not had a significant impact on our results of
operations. We have no hedging agreements in place to protect
against currency rate fluctuations.
PART I - ITEM 3. DESCRIPTION OF PROPERTY
MyOffiz has a primary contact office in Nevada. The Nevada
address is MyOffiz, 500 N. Rainbow Boulevard, Suite 300, Las
Vegas, Nevada 89107. We are leasing office space on a month-
to-month basis at the above address. Terms of the lease
include a $135.00 per month payment plus an annual payment of
$80.00.
The current management office is located in Singapore. The
Singapore address is 913 Bukit Timah Road, #02-01, Singapore
589623. We are currently leasing office space on a month-to
month basis for a $235 per month payment.
The facilities consist of an irregular office configuration of
approximately 600 square feet comprising main open space
office area including conference area, separate second office,
small kitchenette. We believe that these facilities are
adequate to meet our current needs. However, as we continue to
implement our business plan, we may need to relocate our
headquarters office space. Our offices are in good condition
and are sufficient to conduct our operations. We anticipate
such facilities are available to meet our development and
expansion needs in existing and projected target markets for
the foreseeable future.
We do not hope to be able to renovate, improve, or develop
properties. We are not subject to competitive conditions for
property and currently have no property to insure. We have no
policy with respect to investments in real estate or interests
in real estate and no policy with respect to investments in
real estate mortgages. Further, we have no policy with
respect to investments in securities of or interests in
persons primarily engaged in real estate activities.
-18-
PART I - ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following tables set forth the ownership, as of the date
of this registration statement, of our common stock by each
person known by us to be the beneficial owner of more than 5%
of our outstanding common stock, our directors, and our
executive officers and directors as a group. To the best of
our knowledge, the persons named have sole voting and
investment power with respect to such shares, except as
otherwise noted. There are not any pending or anticipated
arrangements that may cause a change in control of our
company.
The information presented below regarding beneficial ownership
of MyOffiz's voting securities has been presented in
accordance with the rules of the SEC and is not necessarily
indicative of ownership for any other purpose. Under these
rules, a person is deemed to be a beneficial owner of a
security if that person has or shares the power to vote or
direct the voting of the security or the power to dispose or
direct the disposition of the security. Accordingly, more than
one person may be deemed to be a beneficial owner of the same
securities. Except as otherwise indicated below and under
applicable community property laws, MyOffiz believes that the
beneficial owners of MyOffiz's common stock listed below have
sole voting and investment power with respect to the shares
shown.
------------------------------------------------------------------------------
Name Address Percentage Number of
Shares of Common
Stock
------------------------------------------------------------------------------
Chang Ah Meng Michael Blk 610 Senja Road 31.55% 1,442,857
[1] [2] #12-24
Singapore 670610
Hirofumi Inagawa 4-25-1 Aoyamadai 0.47% 21,429
Abiko-City
Chiba-Pref 270-1175,
Japan
Catalyz Investment Asia 37 Hume Ave #09-05 26.08% 1,192,857
Pte Ltd [1] Singapore 598736
Jaren Chan Eng Ann [1] [2] Blk 610 Senja Road 29.05% 1,328,590
#12-24
Singapore 670610
GoPublicToday.Com, Inc 1701 Valmora Street 5.14% 235,250
Las Vegas NV 89102
Low Eng Teck 4 Brookvale Walk 6.72% 307,143
#03-12Singapore
599953
Kwek Swee Cheow [3] 132 Lorong L Telok 5.47% 250,000
Kurau #01-08
Singapore 425569
Han Mui Tuan 2 Rifle Range Road 7.18% 328,557
#03-08
Singapore 588373
Ho Ai Lian Blk 830 Sims Ave #04- 5.47% 250,000
898
Singapore 400830
All officers and 34.98% 1,600,019
directors as a group
[3 persons] [1][2]
------------------------------------------------------------------------------
[1]Jaren Chan Eng Ann, our president, is the CEO of Catalyz Investment
Asia Pte Ltd. Michael Chang is a director of Catalyz
Investment Asia Pte Ltd.
[2] Because Jaren Chan Eng Ann and Michael Chang by virtue of their
positions with Catalyz Investment Asia Pte Ltd. have shared
voting and dispositive power over the shares owned by Catalyz
Investment Asia Pte Ltd., each is also deemed a beneficial
owner of the shares owned by Catalyz Investment Asia Pte Ltd.
[3] Jaren Chan Eng Ann and Kwek Swee Cheow are brother in law. Kwek
Swee Cheow married Jaren Chan Eng Ann's sister. Jaren Chan Eng Ann
disclaims beneficial ownership of shares owned by Kwek Swee Cheow.
This table is based upon information derived from our stock
records. Unless otherwise indicated in the footnotes to this
table and subject to community property laws where applicable,
it believes that each of the shareholders named in this table
has sole or shared voting and investment power with respect to
the shares indicated as beneficially owned. Applicable
percentages are based upon 4,573,530 shares of common stock
outstanding as of December 31, 2003.
-19-
PART I - ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
The board of directors elects our executive officers annually.
A majority vote of the directors who are in office is required
to fill vacancies. Each director shall be elected for the
term of one year, and until his successor is elected and
qualified, or until his earlier resignation or removal. Our
directors and executive officer are as follows:
NAME AGE POSITION
---------- ------- ---------------
Jaren Chan Eng Ann 40 President and Director
Michael Chang 32 Treasurer and Director
Hirofumi Inagawa 50 Director
Jaren Chan Eng Ann, (40), President and Director - Jaren joined us in
October 2000. He is also the CEO of Catalyz Investment Asia
Pte Ltd. Concurrently, he is a management and employee
training consultant in his own private practice. He held the
position of Vice-President with ABN-Amro Bank (1997 - 2000),
United Overseas Bank (1995 - 1997), CitiBank Singapore (1993 -
1994) and United Overseas Bank (1988 -1993). He was also a
senior Manager with Diners Club (1995 - 1987). From December
1997 to September 2000, he was a senior manager with ABN-Amro
with United Overseas Bank, Singapore. Before this, he served
as a senior manager with CitiBank Singapore (1993 to 1994) and
Citicorp Diners Club (1985 - 1987).
Michael Chang, (32), Treasurer and Director - Michael joined
us in October 2000. Michael is currently the chief technology
officer of MyOffiz Pte Ltd. Michael also holds a director
position in the following companies: S.K. Resources Pte Ltd
and Catalyz Investment Asia Pte Ltd. S.K. Management Pte Ltd
is a credit management company that provides services to
companies to manage their accounts receivables. Catalyz
Investment Asia Pte Ltd is a private company with stock
ownership interest in MyOffiz, Inc. From 1998 to 1999, Michael
studied and received a high distinction in Bachelor of Data
Communication from Queensland University of Technology,
Brisbane, Australia. From 1995 to 1998, Michael held various
positions at Ascom groups of companies, including senior
business development manager and senior network consultant.
Ascom group of companies provides information technology
system integration services.
Hirofumi Inagawa, (50) Director - Mr Inagawa joined us in
October 2000. From July 1997 to March 1999, he was a Director
at JAIC Management Research Inc. From April 1975 to June 1997,
Mr Inagawa held various positions at Bank of Tokyo, Ltd.,
including overseas posting at its subsidiary, California First
Bank and its Singapore Office. Mr. Inagawa received a Bachelor
Degree of Business Administration at Yokohama National
University in 1975.
-20-
ADVISORY BOARD
Masaru Osawa (60) - Mr Masaru Osawa became an Advisor in
October 2000. From July 1992 to date, Mr.Osawa has been
running his own office, doing M&A Advisory, Venture Business
Support and Financial Advisory for Venture Enterprises. From
April 1969 to June 1992, Mr.Osawa held various positions at
Nikko Securities Co. Ltd. Including Deputy Manager in Kawasaki
Office, Manager in Research Center, Manager of M&A Section.
Mr. Osawa received a Bachelor Degree of Commerce at Keio
University in 1964.
Our directors serve for a one-year term. Our bylaws currently
provide for a board of directors comprised of a minimum of one
director.
Management Service Agreement
On November 1, 2000, Myoffiz, Inc. entered into a
Management Service Agreement with Myoffiz Asia Pte Ltd., a
company incorporated under the laws of Singapore MyOffiz
Asia Pte, Ltd's only business has been and currently is to
provide the following services to us or on our behalf:
* Administration of sales of office products; including
ordering products for resale, processing sales orders,
processing product delivery, and processing billings and
payments
* Administration of commissions or fees from third-party
product and service providers; including contracting with
them, processing of orders for their products and services,
and processing of related billings and payments
* Advertising and promotion
* Hosting and maintenance of our website
* Furnishing personnel to act as officers and directors,
including Mr. Jaren Chan Eng Ann and Mr. Michael Chang.
The agreement, commenced January 1, 2001. The agreement may be
terminated by mutual written consent of the parties upon 30
days prior notice. We agreed to pay Myoffiz Asia Pte Ltd a fee of
$2,300 cash per month, payable in advance for all these services.
Payments under the agreement began on January 1, 2001, and will
continue for the duration of the agreement.
Board Committees
We currently have no compensation committee or other board
committee performing equivalent functions. Currently, the
member of our board of directors participate in discussions
concerning executive officer compensation.
Employees
We currently have no employees. We are presently managed by
MyOffiz Asia Pte Ltd, a Singapore based company. Under this
agreement, Mr. Jaren Chan Eng Ann of MyOffiz Asia Pte Ltd devotes
approximately 10% of his time to our business.
Legal Proceedings
No officer, director, or persons nominated for such positions,
promoter or significant employee has been involved in legal
proceedings that would be material to an evaluation of our
management.
-21-
PART I - ITEM 6. EXECUTIVE COMPENSATION
Executive Compensation
The following table sets forth compensation paid to Mr. Jaren
Chan Eng Ann, our president for fiscal years ended June 30, 2002 and
2003:
Name Position Year Salary
--------------------------------------------------------------------
Jaren Chan Eng Ann President 2002 No Salary
2003 No Salary
The above table does not include management fees paid to
Myoffiz Asia Pte Ltd under the management services agreement,
which totaled the following:
Paid Accrued
---------------------------------------------------------------------
Fiscal year ended June 30, 2003 $16,443 $11,157
Fiscal year ended June 30, 2002 $17,061 $10,539
Employment Contracts
We do not have employment agreements.
Board Compensation
Members of our board of directors do not receive cash
compensation for their services as directors, although some
directors are reimbursed for reasonable expenses incurred in
attending board or committee meetings.
PART I - ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
MyOffiz' predecessor, Ascomnet Pte., Ltd. was incorporated in
Singapore in 1995. This entity ceased operations in 1998 and
was purchased in early 2000 by the founders of MyOffiz, Inc.
That company was renamed first MyOffiz.com Pte. Ltd. in early
2000 and renamed later in 2000 as MyOffiz Asia Pte, Ltd.
MyOffiz, Inc. was incorporated in Nevada in October 2000. On
the 31st day of October, the shareholders and owners of
Myoffiz.com Pte Ltd sold the assets used to commence our
business to us. In October, 2000, we issued 3,975,000 shares
of our authorized common stock to three founding shareholders
who are our 3 current officers and directors and 16 other
accredited or sophisticated purchasers under Regulation S and
Regulation D with respect to one investor for aggregate
consideration of $95,418 or $.024 per share, as follows:
* 2,200,000 shares issued for acquisition of assets to
shareholders of Myoffiz.com Pte Ltd., including 135,733 shares
to Mr. Chan, 250,000 shares to Mr. Chang, and 21,428 shares to Mr.
Inagawa.
* GoPublicToday.com, Inc. was issued 275,000 shares for investment
advisory services.
-22-
On November 1, 2000, Myoffiz, Inc. entered into a
Management Service Agreement with Myoffiz Asia Pte Ltd., a
company incorporated under the laws of Singapore MyOffiz
Asia Pte, Ltd's only business has been and currently is to
provide the following services to us or on our behalf:
* Administration of sales of office products; including
ordering products for resale, processing sales orders,
processing product delivery, and processing billings and
payments
* Administration of commissions or fees from third-party
product and service providers; including contracting with
them, processing of orders for their products and services,
and processing of related billings and payments
* Advertising and promotion
* Hosting and maintenance of our website
* Furnishing personnel to act as officers and directors,
including Mr. Jaren Chan Eng Ann and Mr. Michael Chang.
The agreement, commenced January 1, 2001, The agreement may be
terminated by mutual written consent of the parties upon 30
days prior notice. We agreed to pay Myoffiz Asia Pte Ltd a
fee of $2,300 cash per month, payable in advance for all these
services. Payments under the agreement began on January 1, 2001,
and will continue for the duration of the agreement.
Management fees paid to Myoffiz Asia Pte Ltd under the
management services agreement, totaled the following:
Paid Accrued
---------------------------------------------------------------------
Fiscal year ended June 30, 2003 $16,443 $11,157
Fiscal year ended June 30, 2002 $17,061 $10,539
MyOffiz Asia Pte, Ltd and MyOffiz, Inc. have the following
common directors, officers, and persons who own or control
more than 5% of the stock of each:
-----------------------------------------------------------------------------------------
Myoffiz Asia Pte Ltd % Position MyOffiz, Inc. % Position
-----------------------------------------------------------------------------------------
Low Eng Teck 11.91% Shareholder 7.73% Shareholder
Kwek Swee Cheow 11.91% Director 6.29% Shareholder
Chang Ah Meng Michael 11.90% Director 6.29% Treasurer and
Director
Han Mui Tuan 8.98% Shareholder 8.27% Shareholder
Ho Ai Lian 11.90% Shareholder 6.29% Shareholder
Thue Leong Meng 5.95% Shareholder 3.14% Shareholder
Siew Pai Oak 5.95% Shareholder 3.14% Shareholder
Jaren Chan Eng Ann 2.92% Shareholder 3.41% President
Chee Yew Sing 2.92% Shareholder 1.62% Shareholder
Han Eng Kwang 9.74% Shareholder 5.39% Shareholder
Masaru Osawa 1.95% Shareholder 1.08% Shareholder
Hirofumi Inagawa 0.97% Shareholder 0.54% Director
Shuan Yuan Shuan Michael 1.46% Shareholder 0.81% Shareholder
Masahide Katsukata 10.06% Shareholder 5.57% Shareholder
Springfield Technology 1.46% Shareholder 0.81% Shareholder
Ventures
-----------------------------------------------------------------------------------------
There are no common officers between Myoffiz Asia Pte Ltd and
Myoffiz, Inc. Mr. Michael Chang, our treasurer and director,
is also a director of MyOffiz Asia Pte, Ltd. Mr. Jaren Chan Eng Ann,
our president and director, is a shareholder of MyOffiz Asia
Pte, Ltd. Mr. Hirofumi Inagawa, our director, is a
shareholder of MyOffiz Asia Pte, Ltd.
MyOffiz Asia Pte, Ltd and MyOffiz, Inc. have 15 common
stockholders, seven of whom own more the 5% of the issued and
outstanding common stock of each.
MyOffiz Asia Pte, Ltd and MyOffiz, Inc. have 15 common
stockholders, seven of whom own more the 5% of the issued and
outstanding common stock of each.
-23-
Mr. Michael Chang, our treasurer and director, is also a director
of MyOffiz Asia Pte, Ltd. Mr. Jaren Chan Eng Ann, our president and director,
is a shareholder of MyOffiz Asia Pte, Ltd. Mr. Hirofumi Inagawa, our
director, is a shareholder of MyOffiz Asia Pte, Ltd. Mr. Chang, Mr.
Chan and Mr. Hirofumi have a fiduciary duty to us and to MyOffiz Asia
Pte, Ltd. We pay management fees to MyOffiz Asia Pte, Ltd.
Accordingly, Mr. Chang, as an officer and director of us and a director
to MyOffiz Asia Pte, Ltd, and to a lesser extent Mr. Chan and Mr.
Hirofumi as officer and directors of us but only shareholders of to
MyOffiz Asia Pte, Ltd, face conflicts of interest in receipt of payment
of management fees, time allocation, and prioritizing opportunities
between our business and MyOffiz Asia Pte, Ltd. We have not formulated
a policy for the resolution of such conflicts. We have entered into
transactions and may do so in the future with our officers, directors,
and shareholders. These transactions were not negotiated at arms length,
and there may be conflicts with respect to the interpretation and
enforcement of any agreement between us and our officer, director and
shareholders. Any dispute with respect to the interpretation or
enforcement of agreements between us and our officer, director and
shareholders may not be resolved in our favor. There can be no assurance
that future transactions or arrangements between with our officer, director
and shareholders will be advantageous to us, that conflicts of interest will
not arise with respect thereto, or that if conflicts do arise, that they
will be resolved in a favorable manner to us.
PART I - ITEM 8. DESCRIPTION OF SECURITIES
The following description as a summary of the material terms
of the provisions of our articles of incorporation and bylaws.
The articles of incorporation and bylaws have been filed as
exhibits to the registration statement of which this
registration statement is a part.
Common Stock
We are authorized to issue 20,000,000 shares of common stock,
par value $0.001. As of December 31, 2003, there were 4,573,350
shares of common stock issued and outstanding that are held by
71 shareholders of record.
Each share of common stock entitles the holder to one vote,
either in person or by proxy, at meetings of shareholders. The
holders are not permitted to vote their shares cumulatively.
Accordingly, the shareholders of our common stock who hold, in
the aggregate, more than fifty percent of the total voting
rights can elect all of our directors and, in such event, the
holders of the remaining minority shares will not be able to
elect any of the such directors. The vote of the holders of a
majority of the issued and outstanding shares of common stock
entitled to vote thereon is sufficient to authorize, affirm,
ratify or consent to such act or action, except as otherwise
provided by law.
Holders of our common stock have no preemptive rights or other
subscription rights, conversion rights, redemption or sinking
fund provisions. Upon our liquidation, dissolution or winding
up, the holders of our common stock will be entitled to share
ratably in the net assets legally available for distribution
to shareholders after the payment of all of our debts and
other liabilities. There are not any provisions in our
Articles of Incorporation or our by-laws that would prevent or
delay change in our control.
Preferred Stock
We are authorized to issue 5,000,000 shares of preferred
stock, par value $0.001, of which no shares are issued. We
presently have no plans to issue any shares of preferred
stock. However, preferred stock may be issued with preferences
and designations as the board of directors may from time to
time determine. The board may, without stockholders approval,
issue preferred stock with voting, dividend, liquidation and
conversion rights that could dilute the voting strength of our
common stockholders and may assist management in impeding and
unfriendly takeover or attempted changes in control.
-24-
There are no restrictions on our ability to repurchase or
reclaim our preferred shares while there is any arrearage in
the payment of dividends on our preferred stock.
Dividend Policy
Holders of common stock are entitled to receive ratably such
dividends, if any, as may be declared by our board of
directors out of funds legally available. We have not paid any
dividends since our inception and presently anticipate that
all earnings, if any, will be retained for development of our
business. Any future disposition of dividends will be at the
discretion of our board of directors and will depend upon,
among other things, our future earnings, operating and
financial condition, capital requirements, and other factors.
PART II - ITEM 1. MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Market Information
There is no established public trading market for our
securities and a regular trading market may not develop, or if
developed, may not be sustained. A shareholder in all
likelihood, therefore, will not be able to resell his or her
securities should he or she desire to do so when eligible for
public resales. Furthermore, it is unlikely that a lending
institution will accept our securities as pledged collateral
for loans unless a regular trading market develops. We have
no plans, proposals, arrangements, or understandings with any
person with regard to the development of a trading market in
any of our securities.
Options, Warrants, Convertible Securities
We have no options, warrants or convertible securities
outstanding, except as follows:
In connection with a private placement in Nevada under Rule
504, we issued NevWest 59,835 warrants with the following
terms:
* The warrants are exercisable at a price of $.11 per share.
* The warrants are exercisable from May 5, 2002 to May 4, 2005
Penny Stock Considerations
Our shares will be "penny stocks" as that term is generally
defined in the Securities Exchange Act of 1934 to mean equity
securities with a price of less than $5.00. Our shares thus
will be subject to rules that impose sales practice and
disclosure requirements on broker-dealers who engage in
certain transactions involving a penny stock.
Under the penny stock regulations, a broker-dealer selling a
penny stock to anyone other than an established customer or
accredited investor must make a special suitability
determination regarding the purchaser and must receive the
purchaser's written consent to the transaction prior to the
sale, unless the broker-dealer is otherwise exempt.
Generally, an individual with a net worth in excess of
$1,000,000 or annual income exceeding $100,000 individually or
$300,000 together with his or her spouse is considered an
accredited investor. In addition, under the penny stock
regulations the broker-dealer is required to:
* Deliver, prior to any transaction involving a penny
stock, a disclosure schedule prepared by the Securities and
Exchange Commissions relating to the penny stock market,
unless the broker-dealer or the transaction is otherwise
exempt;
* Disclose commissions payable to the broker-dealer and our
registered representatives and current bid and offer
quotations for the securities;
* Send monthly statements disclosing recent price
information pertaining to the penny stock held in a customer's
account, the account's value and information regarding the
limited market in penny stocks; and
* Make a special written determination that the penny stock
is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction, prior to
conducting any penny stock transaction in the customer's
account.
-25-
Because of these regulations, broker-dealers may encounter
difficulties in their attempt to sell shares of our common
stock, which may affect the ability of selling shareholders or
other holders to sell their shares in the secondary market and
have the effect of reducing the level of trading activity in
the secondary market. These additional sales practice and
disclosure requirements could impede the sale of our
securities, if our securities become publicly traded. In
addition, the liquidity for our securities may be decreased,
with a corresponding decrease in the price of our securities.
Our shares in all probability will be subject to such penny
stock rules and our shareholders will, in all likelihood, find
it difficult to sell their securities.
Over the Counter Bulletin Board Considerations
We currently intend to apply to have our securities qualified
for quotation on the over the counter bulletin board.
The over-the-counter bulletin board is separate and distinct
from the Nasdaq stock market. Nasdaq has no business
relationship with issuers of securities quoted on the over-the-
counter bulletin board. The SEC's order handling rules, which
apply to Nasdaq-listed securities do not apply to securities
quoted on the bulletin board.
Although the Nasdaq stock market has rigorous listing
standards to ensure the high quality of its issuers, and can
delist issuers for not meeting those standards, the over-the-
counter bulletin board has no listing standards. Rather, it
is the market maker who chooses to quote a security on the
system, files the application and is obligated to comply with
keeping information about the issuer in its files. The NASD
cannot deny an application by a market maker to quote the
stock of a company. The only requirement for inclusion in the
bulletin board is that the issuer be current in its reporting
requirements with the SEC.
Investors may have greater difficulty in getting orders filled
because it is anticipated that if our stock trades on a public
market, it initially will trade on the over-the-counter
bulleting board rather than on Nasdaq. Investors' orders may
be filled at a price much different than expected when an
order is placed. Trading activity in general is not conducted
as efficiently and effectively as with Nasdaq-listed
securities.
Investors must contact a broker dealer to trade bulletin board
securities. Investors do not have direct access to the
bulletin board service. For bulletin board securities, there
only has to be one market maker.
Bulletin board transactions are conducted almost entirely
manually. Because there are no automated systems for
negotiating trades on the bulletin board, they are conducted
via telephone. In times of heavy market volume, the
limitations of this process may result in a significant
increase in the time it takes to execute investor orders.
Therefore, when investors place market orders - an order to
buy or sell a specific number of shares at the current market
price - it is possible for the price of a stock to go up or
down significantly during the lapse of time between placing a
market order and getting execution.
Because bulletin board stocks are usually not followed by
analysts, there may be lower trading volume than for Nasdaq-
listed securities.
-26-
Lock-Up Agreements
2,792,876 of our shares held by affiliates are subject to a
non-written lock up agreement restricting their resale until
the earlier of:
* February 3, 2004;
* When our stock is traded on the Over-the-Counter Bulletin
Board at a average share price of greater than $.10 per share
for a minimum of three months;
* The shares are listed on the NASDAQ Small Cap or higher
market; or
* We have paid the shareholders who purchased our stock in
the registered 504 offering dividends equal to their aggregate
purchase price of the shares
Issuance of Shares under Regulation S
3,725,000 of our shares were issued under Regulation S
governing sales of securities by United States issuers
exclusively to citizens and residents of countries other than
the US. Securities issued under Regulation S may not be
resold in the United States except if registered or sold under
an exemption from registration, generally Rule 144 as
described below.
Resale of Shares under Rule 144
In general, under Rule 144 as currently in effect, after we
become a reporting company, any of our affiliates and any
person or persons whose sales are aggregated who has
beneficially owned his or her restricted shares for at least
one year, may be entitled to sell in the open market within
any three-month period a number of shares of common stock that
does not exceed 1% of the then outstanding shares of our
common stock. Sales under Rule 144 are also affected by
limitations on manner of sale, notice requirements, and
availability of current public information about us. Non-
affiliates who have held their restricted shares for two years
may be entitled to sell their shares under Rule 144 without
regard to any of the above limitations, provided they have not
been affiliates for the three months preceding such sale.
These resale restrictions also apply equally to all non-US
citizen or resident purchasers of shares under Regulation S.
-27-
Dividends
We have not declared any cash dividends on our common stock
since our inception and do not anticipate paying such
dividends in the foreseeable future. We plan to retain any
future earnings for use in our business. Any decisions as to
future payments of dividends will depend on our earnings and
financial position and such other facts as the board of
directors deems relevant. We are not limited in our ability
to pay dividends on our securities.
Reports to Shareholders
As a result of this filing, we will become subject to the
information and reporting requirements of the Securities
Exchange Act of 1934 and will file periodic reports, proxy
statements and other information with the Securities and
Exchange Commission.
Where You Can Find Additional Information
For further information about us, please refer to this
registration statement and the exhibits thereto. This
registration statement and exhibits may be inspected, without
charge, and copies may be obtained at prescribed rates, at the
SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The public may obtain information on
the operation of the Public Reference Room by calling the SEC
at 1-800-SEC-0330. This registration statement and other
information filed with the SEC is also available at the web
site maintained by the SEC at http://www.sec.gov.
PART II - ITEM 2. LEGAL PROCEEDINGS
We are not aware of any pending or threatened legal
proceedings in which we are involved.
PART II - ITEM 3. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART II - ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
In October, 2000, we issued 3,975,000 shares of our authorized
common stock to three founding shareholders [current officers
and directors] and 16 other accredited or sophisticated
purchasers under Regulation S and Regulation D with respect to
one investor for aggregate consideration of $95,418 or $.024
per share, as follows: 2,200,000 shares issued for
acquisition of assets to shareholders of Myoffiz.com Pte Ltd.
In addition, in connection with the acquisition, we issued an
additional 1,500,000 shares to repay loans or advances that
were made on our behalf of by two shareholders and one non-
shareholder of Myoffiz.com Pte Ltd. All these shares were
issued under Regulation S. In addition, on the same date we
issued GoPublicToday.com, Inc. 275,000 shares for investment
advisory services under Section 4(2).
-28-
We believed that Regulation S and section 4(2) were available
because:
* None of these issuances involved underwriters,
underwriting discounts or commissions;
* We placed restrictive legends on all certificates issued;
* No US sales were made by general solicitation or
advertising;
* Sales were made only to accredited investors or investors
who were sophisticated enough to evaluate the risks of the
investment;
* No offers or sales of stock under the Regulation S
offering were made to persons in the United States;
* No direct selling efforts of the Regulation S offering
were made in the United States.
In April, 2002, we completed an offering of shares of our
common stock in accordance with Regulation D, Rule 504 of the
Securities Act, and the registration by qualification of said
offering in the State of Nevada, whereby we sold 598,350
shares of our voting common stock at $.10 per share, for a
total of $59,835 to 52 investors. Under the relevant
provisions of Rule 504(b)(1)(i), these shares may be sold
without restriction under the Securities Act of 1933 due to
the registration by qualification of said offering in the
State of Nevada. These shares we sold to non affiliated
investors who were either accredited or sophisticated. In
connection with the private placement we incurred direct costs
of $5,983.50 paid to NevWest Securities, a Nevada NASD
registered broker/dealer who acted as the placement agent for
the offering.
We also issued NevWest 59,835 warrants with the following
terms:
* The warrants are exercisable at a price of $.11 per share.
* The warrants are exercisable from May 5, 2002 to May 4, 2005
PART II - ITEM 5. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Our Articles of Incorporation and By-laws, subject to the
provisions of Nevada Law, contain provisions which allow the
corporation to indemnify any person under certain
circumstances. Nevada law provides when a person is sued,
either alone or with others, because he is or was a director
or officer of the corporation, or of another corporation
serving at the request of this corporation, in any proceeding
arising out of his alleged malfeasance in the performance of
his duties or out of any alleged wrongful act against the
corporation or by the corporation, he shall be indemnified for
his reasonable expenses, including attorney's fees incurred in
the defense of the proceedings, if both of the following
conditions exist:
* The person sued is successful in whole or in part, or the
proceeding against him is settled with the approval of the
court; and
* The court finds that his conduct fairly and equitably
merits such indemnity.
-29-
The amount of such indemnity which may be assessed against the
corporation, our receiver, or our trustee, by the court in the
same or in a separate proceeding shall be so much of the
expenses, including attorney's fees incurred in the defense of
the proceeding, as the court determines and finds to be
reasonable. Application for such indemnity may be made either
by the person sued or by the attorney or other person
rendering services to him in connection with the defense, and
the court may order the fees and expenses to be paid directly
to the attorney, or other person, although he is not a party
to the proceeding. Notice of application for such indemnity
shall be served upon the corporation, our receiver, or our
trustee, or upon the plaintiff and other parties to the
proceedings.
Our By-Laws also provide for indemnification to the fullest
extent permitted under Nevada law.
Our Articles of Incorporation provide that we may purchase
indemnification insurance, although we have not done so and
have no present intent to do so.
With regard to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act of 1933, as amended,
and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the
payment by us of expenses incurred or paid by a director,
officer or controlling person of the Corporation in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, we will,
unless in the opinion of our counsel the matter has been
settled by a controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such
indemnification by us is against public policy as expressed
in the Securities Act of 1933, as amended, and will be
governed by the final adjudication of such case.
With regard to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act of 1933, as amended,
and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the
payment by us of expenses incurred or paid by a director,
officer or controlling person of the Corporation in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, we will,
unless in the opinion of our counsel the matter has been
settled by a controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such
indemnification by us is against public policy as expressed
in the Securities Act of 1933, as amended, and will be
governed by the final adjudication of such case.
-30-
PART F/S. FINANCIAL STATEMENTS
-31-
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
MyOffiz, Inc.
Las Vegas, Nevada
We have audited the accompanying balance sheet of MyOffiz,
Inc. as of June 30, 2003, and the related statements of
operations, stockholders' equity and cash flows for each of
the two years then ended. These financial statements are the
responsibility of MyOffiz' management. Our responsibility is
to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. 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 consolidated financial statements referred
to above present fairly, in all material respects, the
financial position of MyOffiz, Inc. as of June 30, 2003 and
the results of its operations and its cash flows for each of
the two years then ended in conformity with accounting
principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been
prepared assuming that My Offiz, Inc. will continue as a going
concern. As discussed in Note 2 to the consolidated financial
statements, My Offiz, Inc. has suffered recurring losses from
operations which raises substantial doubt about its ability to
continue as a going concern. Management's plans regarding those
matters also are described in Note 2. The consolidated financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.
Malone & Bailey, PLLC
www.malone-bailey.com
Houston, Texas
November 15, 2003
-32-
MYOFFIZ, INC.
BALANCE SHEET
June 30, 2003
ASSETS
Current Assets
Cash $4,790
-----------
Fixtures and equipment, net of accumulated
depreciation of $12,097 0
-----------
$4,790
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 3,249
Account payable to related party 45,928
Accrued expenses 1,111
-----------
Total Current Liabilities 50,288
-----------
Stockholders' Deficit
Preferred stock; $.001 par value, 5,000,000 shares
authorized, no shares issued or outstanding
Common stock, $.001 par value, 20,000,000 shares
authorized, 4,573,350 shares issued and outstanding 4,573
Paid in capital 178,180
Accumulated deficit (220,183)
Other comprehensive income:
Equity adjustment on foreign currency translation (8,068)
-----------
Total Stockholders' Deficit (45,498)
-----------
$ 4,790
===========
See accompanying summary of accounting policies
and notes to financial statements.
-33-
MYOFFIZ, INC.
STATEMENTS OF OPERATIONS
Years Ended June 30, 2003 and 2002
2003 2002
------------ -----------
Revenue $ 39,353 $ 46,403
Cost of sales 27,189 34,997
General & administrative
- incurred or paid to related party 27,600 27,600
- incurred or paid to others 18,368 53,126
Depreciation 2,125 4,033
------------ -----------
Total operating expenses 75,281 119,756
------------ -----------
NET LOSS $( 35,929) $( 73,353)
============ ===========
Basic and diluted loss per share $(.01) $(.02)
Weighted average shares 4,573,350 4,274,175
outstanding
See accompanying summary of accounting policies
and notes to financial statements.
-34-
MYOFFIZ, INC.
STATEMENT OF STOCKHOLDERS' DEFICIT
Years Ended June 30, 2003 and 2002
Other
Compre-
Common Stock Retained hensive
Shares Amount Deficit (Loss) Totals
--------- -------- --------- ------- ---------
Balances, June 30, 2002 3,975,000 $122,918 $(110,901) $(660) $ 11,357
Stock issued for cash 598,350 59,835 59,835
Net loss (73,353) (73,353)
Net change in foreign
currency valuation (490) (490)
--------- -------- --------- ------- ---------
Balances, June 30, 2002 4,573,350 182,753 (184,254) (1,150) (2,651)
Stock issued for cash
Net loss (35,929) (35,929)
Net change in foreign
currency valuation (6,918) (6,918)
--------- -------- --------- ------- ---------
Balances, June 30, 2003 4,573,350 $182,753 $(220,183) $(8,068) $ (45,498)
========= ========= ========= ======= =========
Less: par value (4,573)
---------
Paid in capital $178,180
=========
See accompanying summary of accounting policies
and notes to financial statements.
-35-
MYOFFIZ, INC.
STATEMENTS OF CASH FLOW
Years Ended June 30, 2003 and 2002
2003 2002
--------- ---------
Cash Flows Used in Operating Activities
Net loss $( 35,929) $( 73,353)
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation 2,125 4,033
Changes in:
Accounts receivable 5,006 6,540
Other current assets 109
Accounts payable 2,730 (747)
Account payable to related party 11,157 10,968
Accrued expenses (865) 2,094
--------- ---------
Net Cash Used in Operating Activities ( 15,776) ( 50,356)
--------- ---------
Cash Flows Provided by Financing Activities
Proceeds from sales of stock 59,835
Effect of Exchange Rate Changes on Cash ( 6,918) ( 490)
--------- ---------
Net increase (decrease) in cash ( 22,694) 8,989
Cash at beginning of year 27,484 18,495
--------- ---------
Cash at end of year $ 4,790 $ 27,484
========= =========
Cash paid during the year for:
Interest $ 0 $ 0
Income taxes 0 0
See accompanying summary of accounting policies
and notes to financial statements.
-36-
MYOFFIZ, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF ACCOUNTING POLICIES
MyOffiz' predecessor, Ascomnet Pte., Ltd. was incorporated in
Singapore in 1995. This entity ceased operations in 1998 and was
purchased in early 2000 by the founders of MyOffiz, Inc.
("MyOffiz"). There was no continuity of ownership or operations.
That company was renamed first MyOffiz.com Pte. Ltd. in early
2000 and renamed later in 2000 as MyOffiz Asia Pte, Ltd.
("MyOffiz Asia"). All Singapore operations of MyOffiz operations
were conducted under a management contract with this entity in
Singapore. MyOffiz was formed to sell office products, third-
party services such as airline travel tickets, Internet
programming, and other office products and services to Asian
Pacific Rim companies by both direct selling efforts and through
the Internet. Initial operations began in January 2000 and sales
commenced in July 2000.
MyOffiz, Inc. was incorporated in Nevada in October 2000 to
establish the entity as a U.S. corporation.
Third Party Services. MyOffiz has a management agreement with a
sister company, MyOffiz Asia Pte Ltd. ("MyOffiz Asia") which
provides that all office personnel be paid by the sister company
directly, with the costs charged to MyOffiz on a monthly lump sum
basis, similar to a U.S.-style employee leasing arrangement.
MyOffiz Asia is 100% owned by 15 founding shareholders of
MyOffiz, who collectively own 78% of MyOffiz. MyOffiz Asia
represents that there is no profit recognized on this
arrangement. In addition, MyOffiz Asia kept the books for the
Singapore operations as a division separate from that of the U.S.
entity. Since all such Singapore transactions belong to MyOffiz
and not MyOffiz Asia, the books were combined for financial
reporting purposes with all inter-division accounts and
transactions eliminated.
Basis of Presentation. The financial statements include the U.S.
accounts of MyOffiz, Inc. and those conducted through the
Singapore corporation on behalf of MyOffiz.
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions
that affect the reported amounts of assets, liabilities, revenues
and expenses, as well as certain financial statement disclosures.
While management believes that the estimates and assumptions used
in the preparation of the financial statements are appropriate,
actual results could differ from these estimates.
Cash Equivalents. Highly liquid investments with original
maturities of three months or less are considered cash
equivalents.
Other comprehensive income represents changes in the value of the
Singapore dollar relative to the U.S. dollar. As of each balance
sheet date, the Singapore division translates its assets and
liabilities into U.S. dollars at the exchange rate in effect on
that date. There are no hedging contracts. Revenues and
expenses during each period are translated at the average
exchange rates of those periods. Equity accounts are translated
at historical amounts. Translation adjustments are deferred in
the equity account, Other Comprehensive Income (Loss), a separate
component of Stockholders' Equity.
-37-
Revenue Recognition. Revenue is recognized when the earning
process is complete and the risks and rewards of ownership have
transferred to the customer, which is generally considered to
have occurred upon delivery of the finished products. MyOffiz
sells office products directly and flowers and airline tickets
through third-party providers. For each of the two years ended
June 30, 2003 and 2002, all revenues are from sales of these
products or third-party services. For 2003 and 2002, there were
no refunds or warranty claims. MyOffiz will accept refunds for a
30-day period after the sale. MyOffiz offers no independent
warranty and refers any warranty claims to the manufacturer for
products it sells directly or third-party provider for flowers
and airline tickets.
An allowance for doubtful accounts is provided based on credit
experience. To date, MyOffiz has had no bad debts so no
allowance is provided.
Long-lived Assets. Property and equipment are stated on the
basis of historical cost less accumulated depreciation.
Depreciation is provided using the straight-line method over the
3-year estimated useful lives of the assets.
Impairment losses are recorded on long-lived assets used in
operations when indicators of impairment are present and the
undiscounted cash flows estimated to be generated by those assets
are less than the assets' carrying amount. No impairment losses
have been recorded since inception.
Income Taxes. U.S. and foreign income tax expense is based on
reported earnings before income taxes. Deferred income taxes
reflect the impact of temporary differences between assets and
liabilities recognized for financial reporting purposes and such
amounts recognized for tax purposes, and are measured by applying
enacted tax rates in effect in years in which the differences are
expected to reverse.
Stock Options and Warrants. MyOffiz accounts for stock-based
compensation to employees under the intrinsic value method.
Under this method, MyOffiz recognizes no compensation expense for
stock options granted when the number of underlying shares is
known and exercise price of the option is greater than or equal
to the fair market value of the stock on the date of grant.
MyOffiz accounts for stock-based compensation to non-employees
under the fair value method using the Black-Scholes option-
pricing modeling method.
Earnings per Share. Basic earnings per share equals net earnings
divided by weighted average shares outstanding during the year.
Diluted earnings per share include the impact of common stock
equivalents using the treasury stock method when the effect is
dilutive.
Recent Accounting Pronouncements. MyOffiz does not expect the
adoption of recently issued accounting pronouncements to have a
significant impact on its results of operations, financial
position or cash flow.
NOTE 2 - GOING CONCERN
As shown in the accompanying financial statements, My Offiz, Inc.
has incurred recurring net losses chargeable to common
shareholders of $35,929 and $73,353 in 2003 and 2002,
respectively, and has an accumulated deficit of $220,183 as of
June 30, 2003. These conditions create an uncertainty as to My
Offiz, Inc.'s ability to continue as a going concern. Management
is trying to raise additional capital through sales of units
consisting of My Offiz, Inc. warrants as well as seeking
financing from third parties. The financial statements do not
include any adjustments that might be necessary if My Offiz, Inc.
is unable to continue as a going concern.
-38-
NOTE 3 - INCOME TAXES
Income taxes are not due since MyOffiz has had losses since
inception. Since inception, MyOffiz has had about $227,000 in
net operating losses, which expire in the U.S. in fiscal 2020 and
2021.
The components of deferred taxes are as follows:
2003 2002
--------- ---------
Deferred tax assets
Net operating loss carryforwards $ 61,000 $ 61,000
Less: valuation allowance ( 61,000) ( 61,000)
--------- ---------
Current net deferred tax assets $ 0 $ 0
========= =========
NOTE 4 - COMMON STOCK
In early 2000, $50,149 was put up as initial capital by several
investors in Singapore. An additional $45,269 was contributed by
these same shareholders in 2001. In 2002, a private placement
netted $59,835. Costs of this offering were 275,000 shares
issued and recorded in the prior year. This stock was valued at
the same selling price of $.10 per share as offered in the
private placement.
NOTE 5 - STOCK WARRANTS
During fiscal 2001, MyOffiz issued 598,350 shares pursuant to a
private placement memorandum at $.10 per share. Pursuant to this
issuance, 59,835 warrants were issued with a two-year life at
$.11 per share to a broker acting as MyOffiz' agent in the
issuance transaction.
No compensation expense was recognized for these warrants because
their fair value did not exceed the exercise price at the date of
grant. The Black-Scholes option pricing model was used to
determine fair value. Variables used include (1) 5.0% risk-free
interest rate, (2) expected option life is the actual remaining
life of the options as of year-end, (3) expected volatility is
the actual historical price fluctuation, which is zero, and (4)
zero expected dividends.
NOTE 6 - CONCENTRATIONS
Three customers accounted for 100 percent of 2003 and 2002 sales.
One vendor accounted for 100 percent of 2002 and 2001 cost of
sales.
-39-
Unaudited Financial Statements
------------------------------
MYOFFIZ, INC.
BALANCE SHEET
As of December 31, 2003
ASSETS
Current Assets
Cash $ 3,468
Accounts receivable, net of $0 allowance 2,817
---------
Total Assets $ 6,285
=========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable $ 3,753
Accounts payable to related parties 65,065
---------
Total Current Liabilities 68,818
---------
Stockholders' Deficit
Preferred stock, $.001 par value, 5,000,000 shares
authorized, no shares issued or outstanding
Common stock, $.001 par value, 20,000,000 shares
authorized, 4,573,350 shares issued and outstanding 4,573
Paid in capital 178,180
Accumulated deficit (237,314)
Accumulated other comprehensive loss
- foreign currency translation (7,972)
---------
Total Stockholders' Deficit ( 62,533)
---------
$ 6,285
=========
-40-
MYOFFIZ, INC.
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
For the Three Months and Six Months
Ended December 31, 2003 and 2002
Three Months Ended Six Months Ended
December 31, December 31,
2003 2002 2003 2002
--------- --------- --------- ---------
Revenue $ 3,338 $ 1,220 $ 6,508 $ 4,555
Cost of sales 1,356 2,430 3,818 9,772
General & administrative 7,658 28,744 19,821 30,242
Depreciation 1,008 2,016
--------- --------- --------- ---------
Total operating expenses 9,014 32,182 23,639 42,030
--------- --------- --------- ---------
NET LOSS (5,676) (30,962) (17,131) (37,475)
========= ========= ========= =========
Basic and diluted loss
per share $(.01) $(.01) $(.00) $(.01)
Weighted average shares
outstanding 4,573,350 4,573,350 4,573,350 4,573,350
-41-
MYOFFIZ, INC.
STATEMENTS OF CASH FLOW
For the Six Months Ended December 31, 2003 and 2002
2003 2002
--------- ---------
Cash Flows Used in Operating Activities
Net loss $ (17,131) $ (30,539)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 2,016
Changes in:
Accounts receivable ( 2,817) 3,625
Accounts payable (28,049) 8,053
Accrued expenses 41,958 288
--------- ---------
Net Cash Used in Operating Activities ( 1,418) (16,557)
Effect of Exchange Rate Changes on Cash 96 ( 6,936)
--------- ---------
Net increase (decrease) in cash ( 1,322) (23,493)
Cash at beginning of year 4,790 27,484
--------- ---------
Cash at end of year $ 3,468 $ 3,991
========= =========
-42-
MYOFFIZ, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of
MyOffiz, Inc. ("MyOffiz") have been prepared in accordance
with accounting principles generally accepted in the United
States of America and the rules of the Securities and
Exchange Commission ("SEC"), and should be read in
conjunction with the audited financial statements and notes
thereto contained in MyOffiz's latest annual report filed
with the SEC on Form SB-2. In the opinion of management,
all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and
the results of operations for the interim periods presented
have been reflected herein. The results of operations for
interim periods are not necessarily indicative of the
results to be expected for the full year. Notes to the
financial statements which would substantially duplicate the
disclosure contained in the audited financial statements for
fiscal year 2003, as reported in the SB-2, have been
omitted.
Audit Fees
----------
For fiscal year end 6/30/03: $9,625
For fiscal year end 6/30/02: $0 (Firm not engaged until
after 6/30/02)
No other fees as specified in Item 9(e) of Schedule 14A charged.
-43-
PART III - ITEM 1. EXHIBITS
Item 3
1 Articles of Incorporation of Myoffiz, Inc., a Nevada Corporation
2 By-laws of Myoffiz, Inc., a Nevada Corporation
Item 4
1 Form of common stock Certificate of the Myoffiz, Inc. (1)
Item 10
1 Management Service Agreement
A. Asset Purchase Agreement
B. Amended Asset Purchase Agreement*
2 Amended Management Services Agreement*
3 MSE Agreement*
4 Agreement with GoPublicToday.com, Inc.*
All other Exhibits called for by Rule 601 of Regulation SB-2
are not applicable to this filing.
(1) Information pertaining to our common stock is contained
in our Articles of Incorporation and By-Laws.
SIGNATURES
In accordance with Section 12 of the Securities Exchange
Act of 1934, the registrant caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized.
Myoffiz, Inc. (Registrant)
Date: March 15, 2004
By: /s/ Jaren Chan Eng Ann
------------------
President and Principal Executive Officer,
/s/ Michael Chang
-----------------
Principal Financial Officer and Principal Accounting Officer
-44-