SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 20, 2000.
BisAssist, Inc.
(Exact name of registrant as specified in its charter)
1353 Middleton Dr., Suite 2000, Cedar Hill, Texas 75104
(Address of principal executive offices) (Zip Code)
972.293.1115
(Registrant's telephone number, including area code)
MYG Corp.
23 Corporate Plaza, Suite 180
Newport Beach, California 92663
(Former name or former address, if changed since last report)
<TABLE>
<S> <C> <C>
Nevada 000-31441 33-0921357
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>
Thomas E. Stepp, Jr.
Stepp & Beauchamp LLP
1301 Dove Street, Suite 460
Newport Beach, California 92660
(949) 660-9700
Facsimile: (949) 660-9010
Page 1 of 7
Index to Exhibits specified on Page 6
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Pursuant to a Stock Acquisition and Reorganization Agreement (the "Acquisition
Agreement") effective December 19, 2000, BisAssist, Inc. (formerly MYG Corp.), a
Nevada corporation ("Company"), acquired all the outstanding shares of common
stock of Bisassist, Inc., a Texas corporation ("Bisassist Texas"), from the
shareholders thereof in exchange for 9,980,000 shares of our common stock (the
"Acquisition"). On December 19, 2000, we amended our Articles of Incorporation
to change our name to BisAssist, Inc.
The Acquisition was approved by the unanimous consent of our Board of Directors
on December 20, 2000. The Acquisition is intended to qualify as a reorganization
within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986,
as amended.
On December 18, 2000, our Board of Directors authorized a reverse stock split of
1200 to 1. As a result of such split, we had 5,000 shares of common stock issued
and outstanding prior to the Acquisition. Following the Acquisition, we had
9,985,000 shares issued and outstanding.
The following table specifies information regarding the shareholdings of our
directors and executive officers and those persons or entities who beneficially
own 5% or more of our common stock:
<TABLE>
<CAPTION>
Title of Name and Address of Amount and Nature of Percent of
Class Beneficial Owner Beneficial Owner Class(1)
--------------- ----------------------- ----------------------------- ----------
<S> <C> <C> <C>
$.001 Par Value Calvin Mees 1,500,000 shares 15.02%
Common Stock 1353 Middleton Drive President and Director
Cedar Hill, TX 75104
$.001 Par Value Romie Krickbaum(2) 1,500,000 shares 15.02%
Common Stock 708 Hillcrest Court Secretary and Director
Cedar Hill, TX 75104
$.001 Par Value Tarja Morado(3) 3,000,000 shares, Director 30.04%
Common Stock 1353 Middleton Drive
Cedar Hill, TX 75104
$.001 Par Value All directors and named 60.08%
Common Stock executive officers as a group
</TABLE>
(1) Based upon 9,985,000 outstanding shares of common stock.
(2) Ms. Krickbaum is the mother of Ms. Morado.
(3) Ms. Morado is the spouse of Mr. Mees.
The consideration exchanged pursuant to the Acquisition Agreement was negotiated
by Bisassist Texas and us. In evaluating the Acquisition, we evaluated criteria
such as the value of Bisassist Texas' assets, Bisassist Texas' ability to
compete in the market for consulting services, the unique nature of Bisassist
Texas' products and Bisassist Texas' current and anticipated business
operations.
Changes in Control. We are not aware of any arrangements which may result in
"changes in control" as that term is defined by the provisions of Item 403 of
Regulation S-B, except for the following:
On December 20, 2000, our Board of Directors accepted the resignation of Mr.
Bruce Younker as President, Treasurer, Secretary and director and appointed
Calvin Mees as President and a director, Romie Krickbaum as Secretary and a
director and Tarja Morado as a director.
2
<PAGE>
Our Management. We are dependent on the efforts and abilities of certain of our
senior management. The interruption of the services of key management could have
a material adverse effect on our operations, profits and future development, if
suitable replacements are not promptly obtained. We anticipate that we will
enter into employment agreements with each of our key executives; however, no
assurance can be given that each executive will remain with us during or after
the term of his or her employment agreement. In addition, our success depends,
in part, upon our ability to attract and retain other talented personnel.
Although we believe that our relations with our personnel are good and that we
will continue to be successful in attracting and retaining qualified personnel,
there can be no assurance that we will be able to continue to do so. All of our
officers and directors will hold office until their resignation or removal.
Our directors and principal executive officers are as specified on the following
table:
======================================================
Name Age Position
------------------------------------------------------
Calvin K. Mees 40 President and Director
------------------------------------------------------
Romie Krickbaum 51 Secretary and Director
------------------------------------------------------
Tarja Morado 30 Director
======================================================
Calvin K. Mees. Mr. Mees is our President and one of our directors. Mr. Mees was
one of the original founders of Bisassist Texas and has been self-employed as a
free-lance business consultant since 1996. He currently manages all of the
day-to-day operations. Mr. Mees was an account executive with Lew Lieberbaum &
Co. from 1994 to 1996 and held a Series 7 license until March 1996. Mr. Mees is
also currently a director of B Y & C Management, Inc., a Florida corporation.
Romie Krickbaum. Ms. Krickbaum is our Secretary and one of our directors. Ms.
Krickbaum was one of the original founders of Bisassist Texas. Ms. Krickbaum has
over twenty years of customer service experience. Since 1998, she has been with
W.N.A. Cups Illustrated as a customer service representative where her duties
included pricing projects, accounts receivable, and maintaining account
relationships. From 1991 to 1998, she was the customer service manager for the
Wal-Mart store located in Lancaster, Texas. Ms. Krickbaum is not an officer or a
director of any other reporting company.
Tarja Morado. Ms. Morado is one of our directors and was one of the original
founders of Bisassist Texas. Ms. Morado has been responsible for the day-to-day
operations of Bisassist Texas since its inception in 1996. Ms. Morado possesses
in-depth knowledge of information technology including platforms such as Sun
Solaris, Unix, and a variety of Internet-based development systems. From 1994 to
1996, she held the position of office administrator for Lew Lieberbaum &
Company, Inc. in Dallas, Texas, where she was responsible for the day-to-day
business operations of the branch, as well as the daily, weekly, and monthly
reports. Ms. Morado is not an officer or a director of any other reporting
company.
Ms. Morado is the spouse of Mr. Mees. Ms. Krickbaum is the mother of Ms. Morado.
There are no orders, judgments, or decrees of any governmental agency or
administrator, or of any court of competent jurisdiction, revoking or suspending
for cause any license, permit or other authority to engage in the securities
business or in the sale of a particular security or temporarily or permanently
restraining any of our officers or directors from engaging in or continuing any
conduct, practice or employment in connection with the purchase or sale of
securities, or convicting such person of any felony or misdemeanor involving a
security, or any aspect of the securities business or of theft or of any felony,
nor are any of the officers or directors of any corporation or entity affiliated
with us so enjoined.
ITEM 2. ACQUISITION OF ASSETS
Pursuant to the Acquisition Agreement, we acquired all the outstanding shares of
common stock of Bisassist Texas, in exchange for 9,980,000 shares of our common
stock. A copy of the Acquisition Agreement is filed as an exhibit to this Form
8-K and is incorporated in its entirety herein. The foregoing description is
modified by such reference.
3
<PAGE>
Background. Bisassist Texas was originally incorporated in the state of Texas on
October 21, 1996, as T.A.R. Financial Group, Inc. On November 17, 2000, T.A.R.
Financial Group, Inc. amended its Articles of Incorporation to change its
name to Bisassist, Inc.
Business. Bisassist Texas is a business consulting firm which offers a full
range of business consulting services. Bisassist Texas believes that its
strength comes from our network of highly competent and knowledgeable consulting
professionals. Bisassist Texas provides small to medium size businesses with
business and market development services as well as financial development
services. We believe that Bisassist Texas provides a superior alternative to
in-house resources because its consultants possess practical experience,
knowledge, contacts and confidentiality. Through its network of highly skilled
alliance partners, Bisassist Texas provides clients with "one-stop shopping" for
all of their consulting needs.
Proposed Website. Bisassist Texas anticipates that its website will initially be
developed as a corporate presence and used for marketing of its services. We
anticipate that the website will be expanded to provide advice and information
to small to medium size businesses in a community based format as well as offer
users free information on current trends and events. We believe that the website
could be developed to allow users to interact with other small businesses to
obtain advice and services from other property management professionals as well
as purchase other industry related products.
Services. Bisassist Texas' business consulting services include assisting small
and medium sized businesses develop business, marketing and financing plans
including pro forma financial statements. Bisassist Texas also provides business
and market development services as well as identifies funding requirements and
financial leverage opportunities. Bisassist Texas will also evaluate management,
staff and company organization and provide assistance in implementing
adjustments, if necessary. Bisassist Texas also provides assistance in designing
appropriate management incentive programs including cash and stock bonuses,
stock purchase plans, and other incentives for achieving performance goals.
Target Markets and Marketing Strategy. Bisassist Texas believes that its primary
target market will consist of small to medium size businesses. We anticipate
that Bisassist Texas will market and promote its website on the Internet. Its
marketing strategy is to promote its services and products and attract users to
its website. Bisassist Texas' marketing initiatives include the following:
o utilizing direct response print advertisements placed primarily in
small business, entrepreneurial, and property management-oriented
magazines and special interest magazines;
o links to industry focused websites;
o advertising by television, radio, banners, affiliated marketing and
direct mail;
o presence at industry tradeshows; and
o entering into relationships with other website providers to increase
access to Internet business consumers.
Growth Strategy. Bisassist Texas' objective is to become a dominant Internet
based provider of business consulting services. Key elements of Bisassist Texas'
strategy include:
o create awareness of its products and services;
o develop its website;
o develop relationships with clients;
o provide additional services for clients; and
o pursue relationships with joint venture candidates which will support
its development.
Competition. While Bisassist Texas competes with traditional "brick and mortar"
providers of business consulting services, Bisassist Texas will also compete
with other Internet-based companies and businesses that have developed and are
in the process of developing websites which will be competitive with the
products developed and offered by Bisassist Texas. We cannot guaranty that other
websites or products which are functionally equivalent or similar to
4
<PAGE>
Bisassist Texas' websites and products have not been developed or are not in
development. Many of these competitors have greater financial and other
resources, and more experience in research and development, than Bisassist
Texas.
Liquidity and Capital Resources. Bisassist Texas had cash of $5,149 as of
November 30, 2000. Bisassist Texas' total assets were approximately $132,182 and
our total liabilities were approximately $56,810 as of November 30, 2000.
Results of Operations. For the fiscal year ended November 30, 2000, Bisassist
Texas generated revenues of approximately $204,650 compared to approximately
$166,498 for the fiscal year ended November 30, 1999. Bisassist Texas' revenues
have increased due to an increase in the number of clients that retained the
services of Bisassist Texas.
Information in this report contains "forward looking statements" which can be
identified by the use of forward-looking words such as "believes", "estimates",
"could", "possibly", "probably", "anticipates", "estimates", "projects",
"expects", "may", "will", or "should" or other variations or similar words. No
assurances can be given that the future results anticipated by the
forward-looking statements will be achieved. The following matters constitute
cautionary statements identifying important factors with respect to those
forward-looking statements, including certain risks and uncertainties that could
cause actual results to vary materially from the future results anticipated by
those forward-looking statements. Among the key factors that have a direct
bearing on our results of operations are the effects of various governmental
regulations, the fluctuation of our direct costs and the costs and effectiveness
of our operating strategy. Other factors could also cause actual results to vary
materially from the future results anticipated by those forward-looking
statements.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
On December 18, 2000, our Board of Directors authorized a reverse stock split of
1200 to 1. As a result of such split, we had 5,000 shares of common stock issued
and outstanding prior to the Acquisition. Following the Acquisition, we had
9,985,000 shares issued and outstanding.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Bruce Younker resigned as an officer and director of MYG Corp., effective upon
completion of the Acquisition.
Tarja Morado resigned as an officer and director of Bisassist, Inc., effective
upon completion of the Acquisition.
5
<PAGE>
ITEM 7. FINANCIAL STATEMENTS
BisAssist Inc.
November 30, 2000
Clyde Bailey, P.C.
Certified Public Accountant
10924 Vance Jackson #404
San Antonio, Texas 78230
CLYDE BAILEY P.C.
-------------------------------------------------------------------------------
Certified Public Accountant
10924 Vance Jackson #404
San Antonio, Texas 78230
(210) 699-1287(ofc.)
(888) 699-1287 (210) 691-2911 (fax)
Member:
American Institute of CPA's
Texas Society of CPA's
Board of Directors
BisAssist Inc.
INDEPENDENT AUDITOR'S REPORT
I have audited the accompanying balance sheet of BisAssist Inc. (Company) as of
November 30, 2000 and the related statement of operations, statement of
stockholders' equity, and the statement of cash flows for the years ended
November 30, 2000 and 1999. These financial statements are the responsibility of
the Company's management. My responsibility is to express an opinion on these
statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of November 30, 2000
and the results of its operations and its cash flows for the years ended
November 30, 2000 and 1999 in conformity with generally accepted accounting
principles
Clyde Bailey P.C.
San Antonio, Texas
December 11, 2000
F-1
<PAGE>
BisAssist Inc.
Balance Sheet
As of November 30, 2000
<TABLE>
<CAPTION>
A S S E T S
-----------
<S> <C> <C>
Current Assets
--------------
Cash $ 5,149
---------
Total Current Assets 5,149
---------
Fixed Assets
------------
Property and Equipment 67,524
Less: Accumulated Depreciation (23,285)
---------
Total Fixed Assets 44,239
Other Assets:
-------------
Note Receivable - Related Party 82,794 82,794
--------- ---------
Total Assets $ 132,182
=========
L I A B I L I T I E S
---------------------
Current Liabilities
-------------------
Income Tax Payable 825
---------
Total Current Liabilities 825
Long-Term Liabilities
---------------------
Shareholder Loan 55,985
---------
Total Liabilities 56,810
Commitments and Contingencies --
S T O C K H O L D E R S ' E Q U I T Y
-------------------------------------
Preferred Stock
50,000,000 authorized shares, par value $.001
no shares issued and outstanding
Common Stock 9,980
100,000,000 authorized shares, par value $.001
9,980,000 shares issued and outstanding
(Retroactively Restated)
Additional Paid-in-Capital --
Accumulated Surplus 65,392
---------
Total Stockholders' Equity (Deficit) 75,372
---------
Total Liabilities and Stockholders' Equity $ 132,182
=========
</TABLE>
The accompanying notes are integral part of the Consolidated
Financial Statements.
F-2
<PAGE>
BisAssist Inc.
Statement of Operations
For the Year Ended
Revenues: November 30
--------- ---------------------------
2000 1999
----------- -----------
Revenues $ 204,650 166,498
----------- -----------
Total Revenues 204,650 166,498
Cost of Revenues
----------------
Consulting Expenses 66,952 90,200
----------- -----------
Gross Profit 137,698 76,298
Expenses:
---------
Auto Expenses 7,785 12,352
Depreciation Expense 13,505 9,780
Telephone 15,186 11,492
Professional Fees 1,830 1,800
Filing Fees 7,438 1,377
Travel 27,436 12,383
Supplies 7,879 8,229
Other Expenses 51,083 37,513
----------- -----------
Total Expenses 132,142 94,926
Net Income (Loss) from Operations $ 5,556 $ (18,628)
Other Income:
-------------
Interest Income 3,312 --
Interest Expense (3,371) (5,000)
----------- -----------
Total Other Income (59) (5,000)
Net Income (Loss) Before Tax 5,497 (23,628)
Provision for Income Taxes:
---------------------------
Income Tax Benefit (Expense) (825) 3,544
----------- -----------
Net Income (Loss) $ 4,672 $ (20,084)
=========== ===========
Basic and Diluted Earnings Per Common Share 0.000 (0.002)
----------- -----------
Weighted Average number of Common Shares 9,980,000 9,980,000
=========== ===========
used in per share calculations *
* - Retroactively Restated
The accompanying notes are integral part of the Consolidated
Financial Statements.
F-3
<PAGE>
BisAssist Inc.
Statement of Stockholders' Equity
As of November 30, 2000
<TABLE>
<CAPTION>
$0.001 Paid-In Accumulated Stockholders'
Shares Par Value Capital Surplus Equity
--------- ----------- --------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Balance, December 1, 1998 9,980,000 $ 9,980 $-- $ 80,803 $ 90,783
Net Income (Loss) (20,084) (20,084)
---------- --------- --- -------- --------
Balance November 30, 1999 9,980,000 9,980 -- 60,719 70,699
Net Income (Loss) 4,672 4,672
---------- --------- --- -------- --------
Balance November 30, 2000 9,980,000 $ 9,980 $-- $ 65,392 $ 75,372
========== ========= === ======== ========
</TABLE>
Retroactively Restated
The accompanying notes are integral part of the Consolidated
Financial Statements.
F-4
<PAGE>
BisAssist Inc.
Statement of Cash Flows
For the Year Ended
November 30
------------------------
Cash Flows from Operating Activities: 2000 1999
------------------------------------- -------- --------
Net Income (Loss) $ 4,672 $(20,084)
Changes in operating assets and liabilities:
Depreciation /Amortization 13,505 9,780
Note Receivable (82,794)
Income Tax Payable 825 --
-------- --------
Total Adjustments (68,464) 9,780
-------- --------
Net Cash Used in Operating Activities $(63,792) $(10,304)
Cash Flows from Investing Activities:
Fixed Assets (18,622) (48,902)
-------- --------
Net Cash Used in Investing Activities $(18,622) $(48,902)
-------- --------
Cash Flows from Financing Activities:
Note Payable 85,110 65,525
Paid in Capital -- --
-------- --------
Net Cash Provided for Financing Activities $ 85,110 $ 65,525
-------- --------
Net Increase (Decrease) in Cash $ 2,696 $ 6,319
Cash Balance, Begin Period 2,453 2,453
-------- --------
Cash Balance, End Period $ 5,149 $ 8,772
======== ========
Supplemental Disclosures:
Cash Paid for interest $ -- $ --
Cash Paid for income taxes $ -- $ --
The accompanying notes are integral part of the Consolidated
Financial Statements.
F-5
<PAGE>
BisAssist Inc.
Notes to Financial Statements
Note 1 - Summary of Significant Accounting Policies
Organization
BisAssist Inc. ("the Company") was incorporated under the laws of the State of
Texas on October 21, 1996 for the purpose to promote and carry on any lawful
business for which a corporation may be incorporated under the laws of the State
of Texas. The company has a total of 100,000,000 authorized common shares with a
par value of $.001 per share and with 9,980,000 shares issued and outstanding as
of November 30, 2000. On September 20, 2000, an amendment to the Articles of
Incorporation was filed with the Texas Secretary of State to increase the
authorized common shares to 100,000,000 authorized and 50,000,000 in preferred
shares. On November 17, 2000, an amendment to the Articles of Incorporation was
filed with the Texas Secretary of State to change the name of the Company from
T.A.R. Financial Group Inc. to BisAssist Inc. These financial statements reflect
these changes in the Articles of Incorporation.
Federal Income Tax
The Company has adopted the provisions of Financial Accounting Standards Board
Statement No. 109, Accounting for Income Taxes. The Company accounts for income
taxes pursuant to the provisions of the Financial Accounting Standards Board
Statement No. 109, "Accounting for Income Taxes", which requires an asset and
liability approach to calculating deferred income taxes. The asset and liability
approach requires the recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary differences between the carrying
amounts and the tax basis of assets and liabilities.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure on
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. Revenues are recognized when earned and expenses when incurred.
Fixed assets are stated at cost. Depreciation and amortization using the
straight-line method for financial reporting purposes and accelerated methods
for income tax purposes.
F-6
<PAGE>
BisAssist Inc.
Notes to Financial Statements
Note 1 - Summary of Significant Accounting Policies (con't)
Fixed Assets
Fixed Assets are recorded at cost and depreciated over the useful lives of the
assets. The assets consist of computer equipment and furniture and equipment.
Earnings per Common Share
The Company adopted Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share," which simplifies the computation of earnings per share requiring the
restatement of all prior periods.
Basic earnings per share are computed on the basis of the weighted average
number of common shares outstanding during each year.
Diluted earnings per share are computed on the basis of the weighted average
number of common shares and dilutive securities outstanding. Dilutive securities
having an anti-dilutive effect on diluted earnings per share are excluded from
the calculation.
Comprehensive Income
Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income," establishes standards for reporting and display of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures, SFAS
No.130 requires that all items that are required to be recognized under current
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. The Company does not have any assets requiring disclosure
of comprehensive income.
Segments of an Enterprise and Related Information
Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures about
Segments of an Enterprise and Related Information, supersedes SFAS No. 14,
"Financial Reporting for Segments of a Business Enterprise." SFAS 131
establishes standards for the way that public companies report information about
operating segments in annual financial statements and requires reporting of
selected information about operating segments in interim financial statements
issued to the public. It also establishes standards for disclosures regarding
products and services, geographic areas and major customers. SFAS 131 defines
operating segments as components of a company about which separate financial
information is available that is evaluated regularly by the chief operating
decision maker in deciding how to allocate resources and in assessing
performance. The Company has evaluated this SFAS and does not believe it is
applicable at this time.
F-7
<PAGE>
BisAssist Inc.
Notes to Financial Statements
Note 1 - Summary of Significant Accounting Policies (con't)
Accounting for Derivative Instruments and Hedging Activities
Statement of Financial Accounting Standards (SFAS) 133, "Accounting for
Derivative Instruments and Hedging Activities," establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, (collectively referred to as
derivatives) and for hedging activities. It requires that an entity recognize
all derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. If certain conditions are
met, a derivative may be specifically designated as (a) a hedge of the exposure
to changes in the fair value of a recognized asset or liability or an
unrecognized firm commitment, (b) a hedge of the exposure to variable cash flows
of a forecasted transaction, or (c) a hedge of the foreign currency exposure of
a net investment in a foreign operation, an unrecognized firm commitment, an
available-for sale security, or a foreign-currency-denominated forecasted
transaction. Because the Company has no derivatives, this accounting
pronouncement has no effect on the Company's financial statements.
Note 2 - Common Stock
In October of 1996, a total of 986 shares of common stock were issued for
founders and consulting services. On June 18, 1997, the Company issued 8 more
shares to 16 individuals bring the total outstanding shares to 994. On January
4, 1998 the Company issued 4 shares for consulting services to an individual to
bring the total shares outstanding to 998. On September 26, 2000, the Company
approved a 10,000 to 1 forward split of the outstanding shares. There were a
total of 998 shares outstanding prior to the forward split, which relates to
9,980,000 post-split shares outstanding. The financial statements have been
retroactively restated to record this forward split.
Note 3 - Notes Receivable and Notes Payable
The Company entered into a promissory note payable with Calvin Mees, on April 4,
2000 in the amount of $50,565. The note mature on April 4, 2002 and carries an
interest rate of 10% due at maturity. Interest has been accrued as of November
30, 2000.
The Company entered into a promissory note receivable with Tarja Morado on June
21, 2000 in the amount of $ 79,482. The note matures on June 21,2002 and carries
an interest rate of 10% due at maturity. Interest has been accrued as of
November 30, 2000.
Note 4 - Related Parties
There is a Note Payable due to Calvin Mees, President, Director and Shareholder
as explained in the foregoing Note 3.
There is a Note Receivable due from Tarja Morado, Director and Shareholder as
explained in the foregoing Note 3.
F-8
<PAGE>
BisAssist Inc.
Notes to Financial Statements
Note 5 - Income Taxes
Deferred income taxes arise from temporary differences resulting from the
Company's subsidiary utilizing the cash basis of accounting for tax purposes and
the accrual basis for financial reporting purposes. Deferred taxes are
classified as current or non-current, depending on the classification of the
assets and liabilities to which they relate. Deferred taxes arising from timing
differences that are not related to an asset or liability are classified as
current or non-current depending on the periods in which the timing differences
are expected to reverse. The Company's previous principal temporary differences
relate to revenue and expenses accrued for financial purposes, which are not
taxable for financial reporting purposes. The Company's material temporary
differences consist of bad debt expense recorded in the financial statements
that is not deductible for tax purposes and differences in the depreciation
expense calculated for financial statement purposes and tax purposes.
Note 6 - Subsequent Events
There were no other material subsequent events that have occurred since the
balance sheet date that warrants disclosure in these financial statements.
F-9
<PAGE>
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
ITEM 9. REGULATION FD DISCLOSURE.
Not applicable.
6
<PAGE>
Index to Exhibits
2.1 Stock Acquisition and Reorganization Agreement by and among MYG Corp.
and Bisassist, Inc., dated December 19, 2000.
3.1 Certificate of Amendment to Articles of Incorporation of MYG Corp.
*3.2 Articles of Incorporation of Bisassist, Inc., a Texas corporation, as
amended.
*3.3 By-Laws of Bisassist, Inc., a Texas corporation.
*17.1 Resignation Letter of Bruce Younker
*27.1. Financial Data Schedule.
----------
*To be filed by amendment
7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf of the
undersigned, thereunto duly authorized.
BisAssist, Inc., a Nevada corporation
DATED: December 26, 2000 By: /s/ Calvin K. Mees
-------------------------------------
Calvin K. Mees, President
8
