UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2004
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
Commission File Number: 000-50098
MYOFFIZ, INC.
(Exact name of registrant as specified in its charter)
Nevada | 000-50098 | 88-0493734 |
(State or other jurisdiction | (Commission | (IRS Employer |
of incorporation) | File Number) | Identification No.) |
5770 El Camino Road, Las Vegas, Nevada 89118
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (702) 222-9076
500N Rainbow Boulevard Las Vegas, Nevada | 89107 |
(Address of principal executive offices) | (zip code) |
Issuers telephone number: Singapore: (65) 68484666
---------------------
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
At September 30, 2004 - 4,573,530
At October 15, 2004 - 19,920,000
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TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION | 2 |
Item 1. Unaudited Financial Statements | 2 |
Item 2. Management's Discussion and Plan of Operation | 6 |
Item 3. Controls and Procedures | 8 |
PART II - OTHER INFORMATION | 8 |
Item 1. Legal Proceedings | 8 |
Item 2. Changes in Securities | 8 |
Item 3. Defaults upon Senior Securities. | 8 |
Item 4. Submission of Matters to a Vote of Security Holders. | 9 |
Item 5. Other Information. | 9 |
Item 6. Exhibits | 9 |
-1-
PART I - FINANCIAL INFORMATION
Item 1. Unaudited Financial Statements
MYOFFIZ, INC.
BALANCE SHEET
September 30, 2004
(Unaudited)
ASSETS
Current Assets
Cash
$ 4,484
Accounts receivable
587
---------
Total Assets
$ 5,071
=========
LIABILITIES AND STOCKHOLDERS DEFICIT
Current Liabilities
Accounts payable
$ 6,558
Account payable to related party
121,353
Accrued expenses
2,000
---------
Total Current Liabilities
129,911
---------
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
Retained deficit
(299,647)
Other comprehensive income:
Equity adjustment on foreign currency translation
(7,946)
---------
Total Stockholders Deficit
(124,840
)
---------
Total liabilities and stockholders deficit
$ 5,071
=========
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MYOFFIZ, INC.
STATEMENTS OF OPERATIONS
For the Three Months Ended September 30, 2004 and 2003
(Unaudited)
2004
2003
---------
---------
Revenue
$ 15,925
$ 3,170
Cost of sales
10,774
2,462
General & administrative
- incurred or paid to related party
37,522
6,900
- incurred or paid to others
2,029
5,263
---------
---------
Total operating expenses
50,325
14,625
---------
---------
NET LOSS
$ (34,400)
$ (11,455)
=========
=========
Basic and diluted loss per share
$(.01
)
$(.00
)
Weighted average shares outstanding
4,573,350
4,573,350
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MYOFFIZ, INC.
STATEMENTS OF CASH FLOWS
For the Three Months Ended September 30, 2004 and 2003
(Unaudited)
2004
2003
---------
---------
Cash Flows used in Operating Activities
Net loss
$ (34,400)
$(11,455)
Adjustments to reconcile net income to net cash
used in operating activities:
Changes in:
Accounts receivable
(202)
(1,289)
Accounts payable
(246)
673
Account payable to related party
37,614
13,366
---------
---------
Net Cash used in Operating Activities
2,766
1,295
Effect of Exchange Rate Changes on Cash
(100)
-
---------
---------
Net decrease in cash
2,666
1,295
Cash at beginning of year
1,818
4,790
---------
---------
Cash at end of year
$ 4,484
$ 6,085
=========
=========
Cash paid during the period for:
Interest
$ 0
$ 0
Income taxes
0
0
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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 MyOffizs latest annual report filed with the SEC on Form 10KSB. 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 the fiscal year ended June 30, 2004, as reported in the 10KSB, have been omitted.
NOTE 2 SUBSEQUENT EVENT
On October 1, 2004, MyOffiz entered into an Exchange agreement (the Agreement) with GoPublicToday.com, a Nevada corporation (GPT), Pubco White Papers, Inc., a Nevada corporation (PWP), Nevada Fund, a Nevada corporation (NF), Public Company Management Services, Inc., a Nevada corporation (PCMS), and the majority shareholders of GPT, PWP, NF or PCMS, Brock Family Trust (the Trust), and Stephen Brock. The Trust and NF are the majority shareholders of GPT. The Trust is the majority shareholder of NF and the sole shareholder of PCMS. Stephen Brock is the sole shareholder of PWP.
Pursuant to the Agreement, the Registrant acquired 5,000,000 shares of common stock (or approximately 92.1%) of GPT, 5,000,000 shares of common stock (or 100%) of PWP, 5,000,000 shares of common stock (or approximately 98.0%) of NF, and 5,000,000 shares of common stock (or 100%) of PCMS in exchange for an aggregate of 15,326,650 newly issued treasury shares of the Registrants common stock. The transaction is referred to herein as the Acquisition.
MyOffiz now does business as Public Company Management and has 5 lines of business. Although each of these lines of business are separate, collectively they provide a broad spectrum of services and solutions to small businesses wishing to access the U.S. Capital Markets and companies that currently trade on the OTC BB or Pink Sheets even those that are aiming for a NASDAQ SmallCap or higher Listing.
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Item 2. Management's Discussion and Plan of Operation
Forward-Looking Statements
This Quarterly Report contains forward-looking statements about Myoffiz, Inc.'s business, financial condition and prospects that reflect management's assumptions and beliefs based on information currently available. We can give no assurance that the expectations indicated by such forward-looking statements will be realized. If any of our management's assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, Myoffiz, Inc.'s actual results may differ materially from those indicated by the forward-looking statements.
The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our services, our ability to expand our customer base, managements' ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.
There may be other risks and circumstances that management may be unable to predict. When used in this Quarterly Report, words such as, "believes," "expects," "intends," "plans," "anticipates," "estimates" and similar expressions are intended to identify forward-looking statements, as defined in Section 21E of the Securities Exchange Act of 1934, although there may be certain forward-looking statements not accompanied by such expressions.
The safe harbors of forward-looking statements provided by Section 21E of the Exchange Act are unavailable to issuers of penny stock. As we issued securities at a price below $5.00 per share, our shares are considered penny stock and such safe harbors set forth under the Reform Act are unavailable to us.
Plan of Operation
MyOffizs 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.
On October 1, 2004, MyOffiz, Inc. (the Registrant) entered into an Exchange agreement (the Agreement) with GoPublicToday.com, a Nevada corporation (GPT), Pubco White Papers, Inc., a Nevada corporation (PWP), Nevada Fund, a Nevada corporation (NF), Public Company Management Services, Inc., a Nevada corporation (PCMS), and the majority shareholders of GPT, PWP, NF or PCMS, Brock Family Trust (the Trust), and Stephen Brock. The Trust and NF are the majority shareholders of GPT. The Trust is the majority shareholder of NF and the sole shareholder of PCMS. Stephen Brock is the sole shareholder of PWP.
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Pursuant to the Agreement, the Registrant acquired 5,000,000 shares of common stock (or approximately 92.1%) of GPT, 5,000,000 shares of common stock (or 100%) of PWP, 5,000,000 shares of common stock (or approximately 98.0%) of NF, and 5,000,000 shares of common stock (or 100%) of PCMS in exchange for an aggregate of 15,326,650 newly issued treasury shares of the Registrants common stock. The transaction is referred to herein as the Acquisition.
MyOffiz, Inc. now does business as Public Company Management and has 5 lines of business. Although each of these lines of business are separate, collectively they provide a broad spectrum of services and solutions to small businesses wishing to access the U.S. Capital Markets and companies that currently trade on the OTC BB or Pink Sheets even those that are aiming for a NASDAQ SmallCap or higher Listing.
1.
Pubco White Papers - www.pubcowhitepapers.com
Downloadable articles and informational documents discussing various issues faced by public companies and those wishing to go public.
2.
Go Public Today.com - www.gopublictoday.com
A Registered Investment Advisory firm that provides securities registration and a complete solution to help small companies establish the appropriate corporate structure to register securities for public offerings and to obtain a listing on the OTC BB or Pink Sheets. Go Public Today.com also aids foreign companies go public in the U.S. via Form 20F under its d/b/a ForeignCompanyListing. (www.foreigncompanylisting.com).
3.
Public Company Management Services - www.pcms-team.com
A comprehensive suite of compliance, management, and corporate governance solutions for OTC BB companies. Through its extensive and experienced network of professionals including attorneys and CPAs this subsidiary prepares and keeps public companies in compliance and within the bounds of the ever-changing regulations.
Nevada Fund, Inc. - Ancillary business consulting, advisory, and development services.
Three months ended September 30, 2004 vs. Three months ended September 30, 2003
2004
2003
---------
---------
Revenue
$ 15,925
$ 3,170
Cost of sales
10,774
2,462
General & administrative
- incurred or paid to related party
2,029
6,900
- incurred or paid to others
37,522
5,263
---------
---------
Total operating expenses
50,325
14,625
---------
---------
NET LOSS
$ (34,400)
$ (11,455)
=========
=========
Our revenues increased due to a substantial purchase from Teleflex Morse Pte Ltd. Our cost of sales increased due to a substantial purchase from Teleflex Morse Pte Ltd. General and administrative increased due to payment for fee payable as a listed company. Due to the foregoing, our loss for the period increased from ($11,455) to ($34,400).
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Liquidity and capital resources
As of September 30, 2004, we had only $4,484 in current cash available. Our current cash resources of $4,484 at September 30, 2004 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. Our current liabilities as of September 30, 2004 are $121,911.
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.
Item 3. Controls and Procedures
The Corporation maintains disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the specified time periods. As of the end of the period covered by this report, the Corporation's Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Corporation's disclosure controls and procedures. Based on the evaluation, which disclosed no significant deficiencies or material weaknesses, the Corporation's Chief Executive Officer and Chief Financial Officer concluded that the Corporation's disclosure controls and procedures are effective as of the end of the period covered by this report. There were no changes in the Corporation's internal control over financial reporting that occurred during the Corporation's most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Corporation's internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities.
NONE
Item 4. Submission of Matters to a Vote of Security Holders.
NONE
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Item 5. Other Information.
NONE
Item 6. Exhibits
Exhibit Name and/or Identification of Exhibit
Number
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3 Articles of Incorporation & By-Laws
(a) Articles of Incorporation of the Company.*
(b) By-Laws of the Company.*
* Incorporated by reference to the exhibits to the Company's General Form for Registration of Securities of Small Business Issuers on Form 10-SB, and amendments thereto, previously filed with the Commission.
1.1
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer, Michael Chang
1.2
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer, Jaren Chan
0.1
Section 1350 Certification, Michael Chang
0.2
Section 1350 Certification, Jaren Chan
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Myoffiz, Inc.
By /s/ Michael Chang
Michael Chang,
Chief Financial Officer
By /s/ Jaren Chan
Jaren Chan, Chief Executive Officer
Date: September 30, 2004
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