SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MYOFFIZ, INC. | |
(Name of Small Business Issuers in its charter) | |
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NEVADA | 88-049-6188-7481 |
(State of other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
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913 Bukit Timah Road, #02-01, Singapore | 589623 |
(Address of principal executive offices) | (zip code) |
Issuer’s telephone number: Singapore: (65) 68484666
Year 2004 Stock Award Plan
(Full title of the Plan)
Oasis Corporate Services, Inc.
5440 W. Sahara Ave., Suite 202
Las Vegas, NV 89146
(Name and address of agent for service)
Approximate date of commencement of proposed sale to the public: Upon the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered (3) | Amount to be registered | Proposed maximum offering price per unit (1)(2) | Proposed maximum aggregate offering price | Amount of registration fee |
Common Stock – Stock Award Plan | 1,000,000 | $.001 | $1,000 | $.92 |
(1) The fee with respect to these shares has been calculated pursuant to Rules 457(h) and 457(c) under the Securities Act of 1933 and based upon par value in that there was no bid/asked posted on September 29, 2004 a date within five (5) days prior to the date of filing of this registration statement, as reported by the OTC Electronic Bulletin Board.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) This Registration Statement shall also cover any additional shares of Common Stock which become issuable pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant's outstanding shares of Common Stock.
Documents Incorporated by Reference [X] Yes No [ ]
PART I
Item 1 and Item 2.
Not applicable.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this registration
statement and made a part hereof:
(a) The Company's Annual Report on Form 10-KSB for the year ended June 30, 2004 and filed pursuant to Section 15(d) of the 1934 Act.
(b) All other documents filed by us after the date of this registration statement under Section 13(a), 13(c), 14 and 15(d) of the 1934 Act, after today's date and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which de-registers all securities then remaining in this registration statement and to be part thereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
Michael T. Williams, Esq., principal of Williams Law Group, P.A. owns approximately 100,000 shares of our common stock.
Item 6. Indemnification of Directors and Officers.
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.
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.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "1933 Act") may be permitted to our directors, officers and controlling persons pursuant 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 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 us 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 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 and will be governed by the final adjudication of such issue.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Number Description
4.1 2004 Stock Award Plan
5.1 Consent and Opinion of Williams Law Group, P.A.
23.1 Consent of Malone & Bailey PLLC
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933.
(b) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and
(c) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if
the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by
this paragraph is contained in periodic reports filed by us pursuant
to Section 13 or Section 15(d) of the 1934 Act that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the 1933 Act, each filing of our annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(5) To deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim financial information required to be presented by Item 310(b) of Regulation S-B is not set forth in the prospectus, to deliver, or cause to be delivered, to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.
(6) To deliver or cause to be delivered with the prospectus to each employee to whom the prospectus is sent or given, a copy of our annual report to stockholders for its last fiscal year, unless such employee otherwise has received a copy of such report, in which case the registration shall state in the prospectus that it will promptly furnish, without charge, a copy of such report on written request of the employee. If our last fiscal year has ended within 120 days prior to the use of the prospectus, our annual report for the preceding fiscal year may be delivered, but within such 120-day period the annual report for the last fiscal year will be furnished to each employee.
(7) To transmit or cause to be transmitted to all employees participating in the plans who do not otherwise receive such material as our stockholders, at the time and in the manner such material is sent to its stockholders, copies of all reports, proxy statements and other communications distributed to its stockholders generally.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, there unto duly authorized, in the Singapore, on September 29, 2004.
Myoffiz, Inc.
By /s/ Jaren Chan Eng Ann
Jaren Chan Eng Ann, Chief Executive Officer and Director
Date: September 22, 2004
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Myoffiz, Inc.
By /s/ Michael Chang
Michael Chang, Director
By /s/ Jaren Chan Eng Ann
Jaren Chan Eng Ann, Director
By: /s/ Hirofumi Inagawa
Hirofumi Inagawa, Director