PINX:MYGP Quarterly Report 10-Q Filing - 7/31/2012

Effective Date 7/31/2012

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 

 
FORM 10-Q
 
 
x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE QUARTERLY PERIOD ENDED JULY 31, 2012
 
 
o      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Commission File Number 333-1399326
 
MY GROUP, INC.
(Previously, ROHAT RESOURCES, INC.)
(Exact Name of Registrant as Specified in Its Charter)
 
NEVADA
 
20-5913810
(State or Other Jurisdiction
 
(I.R.S. Employer
of Incorporation or Organization)
 
Identification No.)
 
68, Soi Suphaphong 3
Yak 8, Sirinakarn 40 Road
Nonghob, Praver, 10250 Bangkok, Thailand
(Address of Principal Executive Offices and Issuer’s
Telephone Number, including Area Code)

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 S     No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  S  No  o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):
 
Large accelerated filer o
 
Accelerated filer o
     
Non-accelerated filer o
 
Smaller reporting company S
(Do not check if smaller reporting company)
   
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes S    No o
 
As of September 3, 2012, the issuer had outstanding 6,487,500 shares of common stock.


TABLE OF CONTENTS

   
Page
     
PART I
FINANCIAL INFORMATION
 
     
1
     
 
1
     
 
2
     
 
3
     
 
4
     
8
     
12
     
12
     
PART II
OTHER INFORMATION
 
     
13
     
13
     
13
     
13
     
Mine Safety Disclosures
13
     
13
     
14
     
 
15
 
PART I    FINANCIAL INFORMATION
 
ITEM 1  Financial Statements

MY GROUP, INC.
AS OF JULY 31, 2012 AND OCTOBER 31, 2011
(Currency expressed in United States Dollars (“US$”), except for number of shares)

   
July 31, 2012
   
October 31, 2011
 
   
(Unaudited)
   
(Audited)
 
ASSETS
           
Current assets:
           
Cash and cash equivalents
  $ -     $ -  
                 
TOTAL ASSETS
  $ -     $ -  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
               
Current liabilities:
               
Loan from a director
  $ 101,113     $ 64,248  
Accounts payables and accrued liabilities
    5,783       13,778  
                 
Total liabilities
    106,896       78,026  
                 
Stockholders’ deficit:
               
Preferred stock, 50,000,000 authorized preferred shares of $0.001 par value, none issued and outstanding
    -       -  
Common stock, 500,000,000 authorized common shares of $0.001 par value, 6,487,500 shares issued and outstanding, respectively
    6,488       6,488  
Additional paid-in capital
    78,559       78,559  
Accumulated deficit
    (191,943 )     (163,073 )
                 
Total stockholders’ deficit
    (106,896 )     (78,026 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
  $ -     $ -  
 
See accompanying notes to condensed financial statements.


MY GROUP, INC.
FOR THE THREE AND NINE MONTHS ENDED JULY 31, 2012 AND 2011
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)

   
Three months ended July 31,
   
Nine months ended July 31,
 
   
2012
   
2011
   
2012
   
2011
 
                         
Revenues, net
  $ -     $ -     $ -     $ -  
                                 
Cost of revenue
    -       -       -       -  
                                 
Gross profit
    -       -       -       -  
                                 
Operating expenses:
                               
General and administrative
    3,592       6,897       28,870       66,703  
 
Total operating expenses
    (3,592 )     (6,897 )     (28,870 )     (66,703 )
                                 
OPERATING LOSS
    (3,592 )     (6,897 )     (28,870 )     (66,703 )
                                 
Other income:
                               
Gain on forgiveness of debt
    -       -       -       40,851  
Other income
    -       -       -       165  
                                 
Loss before income tax
    (3,592 )     (6,897 )     (28,870 )     (25,687 )
                                 
Income tax expense
    -       -       -       -  
                                 
NET LOSS
  $ (3,592 )     (6,897 )     (28,870 )     (25,687 )
                                 
Net loss per share – Basic and diluted
  $ (0.001 )   $ (0.001 )   $ (0.004 )   $ (0.004 )
                                 
Weighted average common shares outstanding – Basic and diluted
    6,487,500       6,487,500       6,487,500       6,487,500  
 
See accompanying notes to condensed financial statements.


MY GROUP, INC.
FOR THE NINE MONTHS ENDED JULY 31, 2012 AND 2011
(Currency expressed in United States Dollars (“US$”))
(Unaudited)

   
Nine months ended July 31,
 
   
2012
   
2011
 
             
Cash flows from operating activities:
           
Net loss
  $ (28,870 )   $ (25,687 )
Adjustments to reconcile net loss to net cash used in operating activities:
               
Gain on forgiveness of debt
    -       (40,851 )
Other income
    -       (165 )
Change in operating assets and liabilities:
               
Other payables and accrued liabilities
    (7,995 )     2,850  
Net cash used in operating activities
    (36,865 )     (63,853 )
                 
Cash flows from financing activities:
               
Loan from a director
    36,865       63,853  
Net cash provided by financing activities
    36,865       63,853  
                 
Net change in cash and cash equivalents
    -       -  
                 
CASH AND CASH EQUIVALENT, BEGINNING OF PERIOD
    -       -  
                 
CASH AND CASH EQUIVALENT, END OF PERIOD
  $ -     $ -  
                 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 
Cash paid for income taxes
  $ -     $ -  
Cash paid for interest
  $ -     $ -  
 
See accompanying notes to condensed financial statements.
 
 
MY GROUP, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED JULY 31, 2012 AND 2011
(Currency expressed in United States Dollars (“US$”))
(Unaudited)

BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

In the opinion of management, the balance sheet as of October 31, 2011 which has been derived from audited financial statements and these unaudited condensed financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended July 31, 2012 are not necessarily indicative of the results to be expected for the entire fiscal year ending October 31, 2012 or for any future period.

These unaudited condensed financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended October 31, 2011.

NOTE2
ORGANIZATION AND BUSINESS BACKGROUND

MY Group, Inc., formerly Rohat Resources, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on August 25, 2006. We were initially formed as an exploration stage mining company. In September 2010, we ceased its mining business, and the Company was no longer considered an exploration stage enterprise as defined by FASB ASC 915. On May 17, 2011, we changed our name to MY Group, Inc. and increased our authorized capital to consist of 500,000,000 shares of common stock, par value $0.001, and 50,000,000 shares of preferred stock, par value $0.001.

We are a shell company with no or nominal operations. We are actively considering various acquisition targets and other business opportunities. We hope to acquire one or more operating businesses or consummate a business opportunity within the next twelve months.

The Company’s fiscal year end is October 31.

NOTE3
GOING CONCERN UNCERTAINTIES

The accompanying condensed financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

As of July 31, 2012, the Company has sustained continuous loss since inception resulting in an accumulated deficiency of $191,943 and further losses are anticipated in the development of its new business opportunities. Currently, the Company has been provided working capital by a director and is seeking the suitable acquisition/merger opportunities. However, these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company is dependent upon the financial support of shareholders. Management believes that these actions will enable the Company to continue its operations in the next twelve months.

These factors raise substantial doubt about the Company’s ability to continue as a going concern. These condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

 
MY GROUP, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED JULY 31, 2012 AND 2011
(Currency expressed in United States Dollars (“US$”))
(Unaudited)
 
NOTE4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying condensed financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying condensed financial statements and notes.

l  
Shell company

In September 2010, we ceased our mining business and the Company was no longer considered an exploration stage enterprise as defined by FASB ASC 915. We are currently considered as a shell company.

l  
Use of estimates

In preparing these condensed financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the periods reported. Actual results may differ from these estimates.

l  
Cash and cash equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

l  
Income taxes

The Company adopts ASC Topic 740 “Income Taxes”, regarding accounting for uncertainty in income taxes which prescribes the recognition threshold and measurement attributes for financial statement recognition and measurement of tax positions taken or expected to be taken on a tax return. In addition, the guidance requires the determination of whether the benefits of tax positions will be more likely than not sustained upon audit based upon the technical merits of the tax position. For tax positions that are determined to be more likely than not sustained upon audit, a company recognizes the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement in the financial statements. For tax positions that are not determined to be more likely than not sustained upon audit, a company does not recognize any portion of the benefit in the financial statements. The guidance provides for de-recognition, classification, penalties and interest, accounting in interim periods and disclosure.

The Company did not have any unrecognized tax positions or benefits and there was no effect on the financial condition or results of operations for the three and nine months ended July 31, 2012. The Company is subject to local tax jurisdictions. The Company’s tax returns remain open subject to examination by major tax jurisdictions.

l  
Net loss per share

The Company calculates net loss per share in accordance with ASC Topic 260 “Earnings per Share”. Basic loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.
 
 
MY GROUP, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED JULY 31, 2012 AND 2011
(Currency expressed in United States Dollars (“US$”))
(Unaudited)
l  
Foreign currencies translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.

l  
Related parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

l  
Fair value of financial instruments

The carrying value of the Company’s financial instruments: accounts payable and accrued liabilities and loan from a director approximate at their fair values because of the short-term nature of these financial instruments.

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” ("ASC 820-10"), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

 
Level 1 : Observable inputs such as quoted prices in active markets;

 
Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

 
Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions

l  
Recent accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

In July 2012, the Financial Accounting Standards Board issued ASC Update No. 2012-02, “Intangibles - Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” (“ASU 2012-02”). ASU 2012-02 provides companies with the option to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If the Company concludes that it is more likely than not that the asset is impaired, it is required to determine the fair value of the intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying value in accordance with Topic 350. If the Company concludes otherwise, no further quantitative assessment is required. The Company does not expect the adoption of ASU 2012-02 to impact its results of operations or financial position.
 
 
MY GROUP, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED JULY 31, 2012 AND 2011
(Currency expressed in United States Dollars (“US$”))
(Unaudited)

NOTE5
LOAN FROM A DIRECTOR

As of July 31, 2012, loan from a director represented temporary borrowing for the Company’s working capital purposes from a director, which was unsecured and interest-free, with no fixed terms of repayment. The imputed interest on the loan from director was not significant.
 
NOTE6
INCOME TAXES

As of July 31, 2012, the Company incurred $191,943 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards begin to expire in 2032, if unutilized. The Company has provided for a full valuation allowance against the deferred tax assets of $67,180 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

NOTE7
RELATED PARTY TRANSACTIONS

For the three and nine months ended July 31, 2012, Kok Cheang Lim, the sole officer and director of the Company has loaned monies to pay for certain expenses incurred. These loans are interest free and there is no specific time for repayment. The balance due to the director as of July 31, 2012 is $101,113.

For the three and nine months ended July 31, 2012, the Company utilized office space owned by a director and stockholder at no charge. Such costs are immaterial to the financial statements and accordingly are not reflected herein.

NOTE8
SUBSEQUENT EVENTS

We evaluated subsequent events through the date the financial statements were issued and filed with this Form 10-Q. There were no subsequent events that required recognition or disclosure.
 

ITEM 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Forward-looking statements

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this quarterly report on Form 10-Q. This quarterly report on Form 10-Q contains certain forward-looking statements and our future operating results could differ materially from those discussed herein. Certain statements contained in this discussion, including, without limitation, statements containing the words "believes," "anticipates," "expects" and the like, constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). However, as we issue “penny stock,” as such term is defined in Rule 3a51-1 promulgated under the Exchange Act, we are ineligible to rely on these safe harbor provisions. Such forward-looking statements involve 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 such forward-looking statements.  Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.  We disclaim any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained herein to reflect future events or developments.

History

We were formerly an exploration stage mining company.  We had acquired a 100% interest in a claim on a mineral property located in the New Westminster, Similkameen, Mining Division of British Columbia, Canada and paid approximately $1,500 to keep the claim in good standing through September 8, 2008.  The Company did not determine whether this property contained reserves that are economically recoverable and never conducted any exploration of the site.  Our rights to the claim expired as of September 8, 2008.  We terminated our mining business in September 2010.

On September 13, 2008, John P. Hynes III, our former president, entered into a Stock Purchase Agreement, with Delara Hussaini and Angela Hussaini, pursuant to which Mr. Hynes acquired from the sellers an aggregate of 4,000,000 shares of common stock of the Company, collectively representing approximately 61.65% of the total issued and outstanding shares of common stock of the Company.

On March 9, 2009, we entered into a Stock Purchase Agreement with Grand Destiny Investments Limited, or Grand Destiny, and John P. Hynes III, pursuant to which Mr. Hynes sold for $200,000, an aggregate of 4,000,000 shares of the common stock of the Company.  Grand Destiny acquired an aggregate of 4,000,000 shares of common stock of the Company, or approximately 61.66% of the Company’s issued and outstanding common stock, and attained voting control of the Company.  In connection with this agreement, John P. Hynes III resigned as the sole director and officer of the Company, Kwok Keung Liu was elected as the Company’s President, Secretary, C.E.O, C.F.O. and Treasurer, and Wan Keung Chak was elected as the Company’s sole director.  Grand Destiny is jointly held by Wan Keung Chak and Kwok Keung Liu.

Pursuant to a Common Stock Purchase Agreement dated as of March 9, 2009, between John P. Hynes III, the Company and Greenview Power Inc., the Company sold for $1, 100% of the issued and outstanding shares of Greenview Power Inc. (the Company’s wholly owned subsidiary) to Mr. Hynes.

On or about June 25, 2010, Grand Destiny sold 3,658,348 shares of our common stock, or approximately 56.39% of our issued and outstanding stock, to Intrepid Capital LLC for aggregate cash consideration of $157,748 and for services rendered.  The shares were sold pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended, and the rules promulgated under Regulation D thereunder.

On October 12, 2010, certain shareholders of the Company entered into the Sale Agreement pursuant to which they sold an aggregate of 5,237,297 shares of our common stock to five accredited investors for aggregate consideration of $600,000.  Upon the closing of the sale transaction on November 23, 2010, the purchasers acquired an aggregate of 5,237,297 shares of our common stock, constituting approximately 80.73% of our issued and outstanding securities.  The shares were sold pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended, and the rules promulgated under Regulation D thereunder.  Kok Cheang Lim acquired 3,658,348 of the shares sold, representing approximately 56.39% of our issued and outstanding shares of common stock.
 

On December 31, 2010, Kwok Keung Liu resigned from his positions as our President, Chief Executive Officer, Chief Financial Officer and Secretary, and Wan Keung Chak resigned from his position as a member of our Board of Directors.

On December 31, 2010, Kok Cheang Lim was appointed to serve as our President, Chief Executive Officer, Chief Financial Officer, Secretary and the sole member of our Board of Directors.

Effective May 2, 2011, we changed our name to MY Group, Inc. and increased our authorized capital to 550,000,000 shares, consisting of 500,000,000 shares of common stock and 50,000,000 shares of preferred stock.

Plan of Operation

Our plan of operation for the next 12 months is to explore the acquisition of an operating business or the consummation of a business opportunity.  We will require additional funding in order to proceed with any acquisition program or business opportunity.  We anticipate that additional funding will be in the form of equity financing from the sale of our common stock or from director loans. We do not have any arrangements in place for any future equity financing or loans.

Results of Operations

Comparison of the three-month period ended July 31, 2012 and 2011

Revenue.  We are a shell company that has not yet generated any revenues.

General and administrative expenses.  General and administrative expenses were $3,592 for the three-month period ended July 31, 2012, a decrease of $3,305 or approximately 47.9% compared to operating expenses of $6,897 for the three-month period ended July 31, 2011.  The decrease in general and administrative expenses is attributable to decreases in professional fees, transfer agent fees and general administrative costs.

Business Operations Overview
 
Net Loss.   Our net loss was $3,592 for the three-month period ended July 31, 2012 as compared to a net loss of $6,897 for the three-month period ended July 31, 2011.  The decrease in net loss is attributable to decreases in professional fees, transfer agent fees and general administrative costs.  Net losses were due to general and administrative expenses as we are a shell company that has not yet generated any revenue.
 
Comparison of the nine-month period ended July 31, 2012 and 2011

Revenue.  We are a shell company that has not yet generated any revenues.

General and administrative expenses.  General and administrative expenses were $28,870 for the nine months ended July 31, 2012, a decrease of $37,833 or approximately 56.7% compared to operating expenses of $66,703 for the nine months ended July 31, 2011.  The decrease in general and administrative expenses is attributable to decreases in professional fees, transfer agent and general administrative costs.

Business Operations Overview

              Net Loss.   Our net loss was $28,870 for the nine months ended July 31, 2012, as compared to a net loss of $25,687 for the same period ended July 31, 2011. The increase in net loss reflects the gain from forgiveness of debt during the nine month period ended July 31, 2011  that did not recur during the nine month period ended July 31, 2012.  Net losses were due to general and administrative expenses as we are a shell company that has not yet generated any revenue.
 
 
Liquidity and Capital Resources

These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has incurred losses since inception resulting in an accumulated deficit of $191,943 as of July 31, 2012 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company acquiring a business and generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.  Management intends to finance operating costs over the next twelve months with loans from our sole director and or private placement of common stock.

Sources of Liquidity.  Our current liabilities were $106,896 as of July 31, 2012 compared to $78,026 as of October 31, 2011.  Loans from our director comprised of $101,113 and $64,248, or approximately 94.6% and 82.3%, respectively, of the current liabilities as of July 31, 2012 and October 31, 2011, respectively.  The balance of the current liabilities are attributable to miscellaneous accounts payables and liabilities of third party vendors.

Net Cash Used In Operating Activities.  Net cash used in operating activities was $36,865, which includes a net loss of $28,870 and a decrease in other payables and accrued liabilities of $7,995 for the nine months ended July 31, 2012.  Net cash used in operating activities was $63,853 for the same period ended July 31, 2011, which was comprised of a net loss of $25,687, gain from debt forgiveness of $40,851, and an increase in other payables and accrued liabilities of $2,850.
 
Net Cash Used in Investing Activities. There was no cash used in investing activities for the nine months period ended July 31, 2012 and 2011.

Net Cash Provided By Financing Activities.  Net cash provided by financing activities was $36,865 for the nine months period ended July 31, 2012, consisting of proceeds from loans from our director for payments made to third parties on behalf of the Company, as compared to $63,853 for the same period ended July 31, 2011.

Off-Balance Sheet Arrangements

We have no outstanding off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts.  We do not engage in trading activities involving non-exchange traded contracts.

Critical Accounting Policies and Estimates

Basis of Presentation

The accompanying unaudited financial statements of the Company have been prepared in accordance with the instructions to Form 10-Q of the Securities and Exchange Commission.  Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America.  However, in the opinion of management, the accompanying unaudited financial statements contain all normal and recurring adjustments necessary to present fairly the financial position of the Company as of July 31, 2012 and the related statements of operations and cash flows for the interim period then ended.  The balance sheet amounts as of October 31, 2011 were derived from audited financial statements. For further information, refer to the audited financial statements and related disclosures that were filed by the Company with the Securities and Exchange Commission on Form 10-K for the fiscal year ended October 31, 2011 on January 26, 2012.  The interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.
 
Shell Company

In September 2010, we ceased our mining business and the Company was no longer considered an exploration stage enterprise as defined by FASB ASC 915. We are currently considered as a shell company.
 

Use of estimates

In preparing these condensed financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the periods reported. Actual results may differ from these estimates.

Cash and cash equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

Income taxes

The Company adopts ASC Topic 740 “Income Taxes”, regarding accounting for uncertainty in income taxes which prescribes the recognition threshold and measurement attributes for financial statement recognition and measurement of tax positions taken or expected to be taken on a tax return. In addition, the guidance requires the determination of whether the benefits of tax positions will be more likely than not sustained upon audit based upon the technical merits of the tax position. For tax positions that are determined to be more likely than not sustained upon audit, a company recognizes the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement in the financial statements. For tax positions that are not determined to be more likely than not sustained upon audit, a company does not recognize any portion of the benefit in the financial statements. The guidance provides for de-recognition, classification, penalties and interest, accounting in interim periods and disclosure.

The Company did not have any unrecognized tax positions or benefits and there was no effect on the financial condition or results of operations for the three and nine months ended July 31, 2012. The Company is subject to local tax jurisdictions. The Company’s tax returns remain open subject to examination by major tax jurisdictions.

Net loss per share

The Company calculates net loss per share in accordance with ASC Topic 260 “Earnings per Share”. Basic loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

Foreign currencies translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.

Related parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
 

Fair value of financial instruments

The carrying value of the Company’s financial instruments: accounts payable and accrued liabilities and loan from a director approximate at their fair values because of the short-term nature of these financial instruments.

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” ("ASC 820-10"), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

 
Level 1 : Observable inputs such as quoted prices in active markets;

 
Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

 
Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions

Recent accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

In July 2012, the Financial Accounting Standards Board issued ASC Update No. 2012-02, “Intangibles - Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” (“ASU 2012-02”). ASU 2012-02 provides companies with the option to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If the Company concludes that it is more likely than not that the asset is impaired, it is required to determine the fair value of the intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying value in accordance with Topic 350. If the Company concludes otherwise, no further quantitative assessment is required. The Company does not expect the adoption of ASU 2012-02 to impact its results of operations or financial position.

ITEM 3  Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
 
ITEM 4  Controls and Procedures
 
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

As of the end of the period covered by this periodic report, our sole officer and director performed an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934, as amended.  Based on the evaluation and the identification of the material weaknesses in internal control over financial reporting described below, our sole officer and director concluded that, as of July 31, 2012, the Company's disclosure controls and procedures were not effective.

             A material weakness is a deficiency, or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. In connection with management's assessment of our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act of 2002, we identified several material weaknesses in our internal control over financial reporting as of October 31, 2011, which were described in our Annual Report on Form 10-K filed with the SEC on January 26, 2012, or our Annual Report.
 

The material weakness identified by our Chief Executive Officer and Chief Financial Officer and our plans for remediation continue to be as described in our Annual Report.  Our certifying officer and director is continuing to evaluate our internal control over financial reporting and our disclosure controls and procedures in an attempt to address such material weaknesses as resources permit.

Inherent Limitations

Because of its inherent limitations, our disclosure controls and procedures may not prevent or detect misstatements.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Changes in Internal Control over Financial Reporting
 
Subject to the foregoing disclosure, there were no changes in our internal control over financial reporting during the three months ended July 31, 2012 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
PART II OTHER INFORMATION
 
ITEM 1  Legal Proceedings
 
We are not a party to any legal or administrative proceedings that we believe, individually or in the aggregate, would be likely to have a material adverse effect on our financial condition or results of operations.
 
ITEM 1A  Risk Factors
 
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2  Unregistered Sales of Equity Securities and Use of Proceeds
 
Not applicable.

ITEM 3  Defaults Upon Senior Securities
 
None.
 
 
Not applicable.
 
ITEM 5  Other Information
 
None.
 
 
ITEM 6  Exhibits

Exhibit No.
Name of Exhibit
EX-101.INS
XBRL INSTANCE DOCUMENT
EX-101.SCH
XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
EX-101.CAL
XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
EX-101.DEF
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
EX-101.LAB
XBRL TAXONOMY EXTENSION LABELS LINKBASE
EX-101.PRE
XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

*  Filed herewith.
(1)  Incorporated herein by reference from the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 9, 2011.
(2) Incorporated herein by reference from the Company’s Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on December 14, 2006.
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
SIGNATURES
 
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.
 
 
MY GROUP, INC.
 
     
     
 
By:
/s/ Kok Cheang Lim
 
   
Kok Cheang Lim
 
   
President, Chief Executive Officer and
 
   
Chief Financial Officer
 
Date: September 11, 2012
     

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
15

PINX:MYGP Quarterly Report 10-Q Filling

PINX:MYGP Stock - Get Quarterly Report SEC Filing of PINX:MYGP stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

PINX:MYGP Quarterly Report 10-Q Filing - 7/31/2012
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