UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: December 31, 2003
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.
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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 of (I.R.S. Employer Identification Number)
incorporation or organization
500N Rainbow Boulevard Las Vegas, Nevada 89107
------------------------------------------ --------
(Address of principal (zip code)
executive offices)
Issuer's telephone number: Singapore: (65) 68484666
N/A
---------------------
(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:
4,573,530
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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 10
PART II - OTHER INFORMATION 10
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 11
Item 3. Defaults upon Senior Securities. 11
Item 4. Submission of Matters to a Vote of Security Holders. 11
Item 5. Other Information. 11
Item 6. Exhibits 11
-1-
PART I - FINANCIAL INFORMATION
Item 1. 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
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Total Current Liabilities 68,818
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Stockholders' Deficit
Preferred stock, $.001 par value, 5,000,000 shares
authorized, no shares issued or outstanding
Common stock, $.001 par value, 20,000,000 shares
authorized, 4,573,350 shares issued and outstanding 4,573
Paid in capital
178,180
Accumulated deficit (237,314)
Accumulated other comprehensive loss
- foreign currency translation ( 7,972)
---------
Total Stockholders' Deficit ( 62,533)
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$ 6,285
=========
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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
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MYOFFIZ, INC.
STATEMENTS OF CASH FLOW
For the Six Months Ended December 31, 2003 and 2002
2003 2002
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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
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Net Cash Used in Operating Activities ( 1,418) (16,557)
Effect of Exchange Rate Changes on Cash 96 ( 6,936)
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Net increase (decrease) in cash ( 1,322) (23,493)
Cash at beginning of year 4,790 27,484
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Cash at end of year $ 3,468 $ 3,991
========= =========
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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 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.
-5-
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.
Three months ended December 31, 2003 vs. Three months ended December
31, 2002
Three Months Ended
December 31,
2003 2002
--------- ---------
Revenue $ 3,338 $ 1,220
Cost of sales 1,356 2,430
General & administrative 7,658 28,744
Depreciation 1,008
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Total operating expenses 9,014 32,182
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NET LOSS (5,676) (30,962)
========= =========
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. We are unable to predict when
the effects of these factors will lessen and revenues will begin to
increase. Additional information concerning the changes described
below is set forth in "Six months ended December 31, 2003 vs. Six
months ended December 31, 2002," below.
However, due to a web hosting and design project, we had an increase
in revenues of 173% from $1,220 for the three month period ending
December 31, 2002 to $4,338 for the three month period ending
December 31, 2003.
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We had decreased cost of sales of 44% from $2,430 for three month
period ended December 31, 2002 to $1,356 for three month period ended
December 31, 2003 due to decrease in office supply purchases by
customers.
Our general and administrative costs decreased 73% from $28,744 for
three month period ended December 31, 2002 to $7,658 for three month
period ended December 31, 2003 due to primarily to reduction in
expenses in internet services.
Our depreciation decreased from $1,008 for three month period ended
December 31, 2002 to $0 for three month period ended December 31 2003
due to the age of our depreciable assets.
Our net loss increased 81% from ($30,962) for three month period
ended December 31, 2002 to ($5,676) for three month period ended
December 31, 2003 primarily related to our slightly increased
revenues and our decreased cost of sales and general and
administrative costs.
Six months ended December 31, 2003 vs. Six months ended December 31,
2002
Six Months Ended
December 31,
2003 2002
--------- ---------
Revenue $ 6,508 $ 4,555
Cost of sales 3,818 9,772
General & administrative 19,821 30,242
Depreciation 2,016
--------- ---------
Total operating expenses 23,639 42,030
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NET LOSS (17,131) (37,475)
========= =========
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.
-7-
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.
-8-
* 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.
* 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.
-9-
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.
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.
-10-
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
Item 5. Other Information.
NONE
-11-
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.
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial
Officer, Michael Chang
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive
Officer, Jaren Chan Eng Ann
32.1 Section 1350 Certification, Michael Chang
32.2 Section 1350 Certification, Jaren Chan Eng Ann
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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
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Michael Chang, Chief Financial Officer
By /s/ Jaren Chan Eng Ann
-------------------------
Jaren Chan Eng Ann, Chief Executive Officer
Date: March 14, 2004
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