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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 June 30, 1999
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 1-15745
MY WEB INC.COM
(Exact name of Small Business Issuer as Specified in its Charter)
NEVADA 88-0207089
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
BLOCK G, UNIT 606
PHILEO DAMANSARA 1
NO. 9 JALAN 16/11
OFF JALAN DAMANSARA
46350 PETALING JAYA
SELANGOR MALAYSIA
(Address of Principal Executive Offices)
(603) 460-9282
Issuer's Telephone Number, Including Area Code
------------
Check whether the issuer: (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
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes X No
----- -----
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<PAGE> 2
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of August 10, 1999, the registrant
had 10,671,606 shares of Common Stock outstanding.
Transitional Small Business Disclosure Format (check one):
Yes No X
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<TABLE>
<CAPTION>
Page
INDEX Number
<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1 Condensed Consolidated Balance Sheets at June 30, 1999 and at December 31, 3
1998
Condensed Consolidated Statements of Operations for the three month periods 4
ended June 30, 1999 and June 30, 1998 and the six month periods
ended June 30, 1999 and June 30, 1998
Condensed Consolidated Statements of Cash Flows for the six month periods 5
ended June 30, 1999 and June 30, 1998
Notes to Condensed Consolidated Financial Statements 6
Item 2 Management's Discussion and Analysis 10
PART II OTHER INFORMATION
Item 1 Legal Proceedings 15
Item 2 Changes in Securities 15
Item 3 Defaults Upon Senior Securities 16
Item 4 Submission of Matters to a Vote of Security Holders 16
Item 5 Other Information 16
Item 6 Exhibits and Reports on Form 8-K 16
</TABLE>
Certain statements under the caption "Management's Discussion and Analysis" and
elsewhere in this Form 10-QSB/A constitute "forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. These
statements are typically identified by their inclusion of phrases such as "the
Company anticipates," "the Company believes" and other phrases of similar
meaning. Such forward looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results, performance
or achievements of the company to be materially different from any future
results, performance or achievements express or implied by such forward-looking
statements. Such factors include, among others: general economic and business
conditions; competition; political changes in international markets; operating
costs; costs of capital equipment; changes in foreign currency exchange rates;
changes in business strategy or expansion plans; quality of management;
availability, terms and development of capital; fluctuating interest rates; and
other factors referenced in this Form 10-QSB/A.
2
<PAGE> 3
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MY WEB, INC.COM
(FORMERLY ASIA MEDIA COMMUNICATIONS, LTD.)
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
June30, December
1999 31, 1998
<S> <C> <C>
Assets
Current Assets:
Cash and cash equivalents $ 3,815,517 $ 270
Accounts receivable, net 430,541 1,100,492
Inventories 43,338 --
Prepaid expenses and other current assets 359,163 6,176
----------- ----------
Total Current Assets 4,648,559 1,106,938
----------- ----------
Property and equipment, net 188,248 53,941
----------- ----------
$ 4,836,807 $1,160,879
=========== ==========
Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable, trade $ 585,905 $ 408,306
Other accounts payable 288,129 355,287
Due to directors 75,162 37,271
----------- ----------
Total Current Liabilities 949,196 800,864
=========== ==========
Shareholders' Equity:
Common stock, par value $.01; authorized 100,000,000
shares; issued, 10,679,319 shares in 1999 and 8,563,069
shares in 1998; outstanding 10,671,606 shares in 1999
and 8,500,000 in 1998 106,717 85,000
Additional paid-in capital 5,558,247 151,842
Retained earnings (deficit) (1,043,577) 23,173
Currency translation adjustment (55) --
----------- ----------
4,621,332 60,015
Less: Treasury stock, at cost 733,721 --
----------- ----------
Total Shareholders' Equity 3,887,611 60,015
----------- ----------
$ 4,836,807 $1,160,879
=========== ==========
</TABLE>
3
<PAGE> 4
MY WEB, INC.COM
(FORMERLY ASIA MEDIA COMMUNICATIONS, LTD.)
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Three Months For the Six Months
Ended Ended
June 30, June 30, June 30, June 30,
1999 1998 1999 1998
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Revenues:
Net Sales (Note 7) $ 448,326 $ 149,534 $ 884,634 $ 254,996
Interest and other 33,600 -- 41,701 --
----------- ---------- ----------- ----------
Total Revenues 481,926 149,534 926,335 254,996
----------- ---------- ----------- ----------
Costs and Expenses:
Cost of sales 555,630 36,434 950,823 57,173
Sales and marketing (Note 7) 425,730 29,454 467,256 86,250
Product development 96,502 14,670 108,367 27,705
General administration 314,929 44,319 566,639 86,180
----------- ---------- ----------- ----------
Total Costs and
Expenses 1,392,791 124,877 2,093,085 257,308
----------- ---------- ----------- ----------
Income (Loss) before
income taxes (910,865) 24,657 (1,166,750) (2,312)
Income taxes -- -- -- --
----------- ---------- ----------- ----------
Net Income (Loss) $ (910,865) $ 24,657 $(1,166,750) $ (2,312)
=========== ========== =========== ==========
Income (Loss) per share $ (.09) $ .00 $ (.12) $ (.00)
=========== ========== =========== ==========
Average number of
common shares
outstanding 10,126,576 8,500,000 10,126,576 8,500,000
=========== ========== =========== ==========
</TABLE>
4
<PAGE> 5
MY WEB, INC.COM
(FORMERLY ASIA MEDIA COMMUNICATIONS, LTD.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Six Months Ended
June 30,
1999 1998
----------- ---------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income (loss) $(1,166,750) $ (2,312)
Adjustments:
Depreciation 8,684 5,967
Currency exchange -- unrealized 1,450 --
Common stock issuance for
consulting services 4,400 --
Disposition of equipment 3,251 --
Working Capital Adjustments:
(Increase) Decrease in inventories (43,338) --
(Increase) Decrease in accounts
receivable, trade 670,258 (90,503)
(Increase) Decrease in prepaids
and other (352,702) --
Increase in accounts payable 112,954 61,219
----------- ---------
Cash Flows from Operating Activities (761,793) (25,629)
----------- ---------
Cash Flows from Investing Activities:
Acquisition of property and equipment (146,232) (19,444)
Acquired cash in Asia Media 10,848 --
----------- ---------
Cash Flows from Investing Activities (135,384) (19,444)
Cash Flows from Financing Activities:
Proceeds on issuance of common stock 4,690,000 210,526
Repayments on due to directors 22,424 (157,835)
----------- ---------
Cash Flows from Financing Activities 4,712,424 52,691
Increase in cash and cash equivalents 3,815,247 7,618
Cash balance, beginning 270 5,656
----------- ---------
Cash balance, end $ 3,815,517 $ 13,274
=========== =========
Supplementary Data:
Interest income received in operations $ 40,423 $ --
=========== =========
</TABLE>
5
<PAGE> 6
MY WEB, INC.COM
(FORMERLY ASIA MEDIA COMMUNICATIONS, LTD.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: BASIS OF PRESENTATION
The accompanying financial statements report the consolidated accounts of My Web
Inc.com, (formerly Asia Media Communications, Ltd.) and its newly acquired
subsidiary, TecnoChannel Technologies Sdn. Bhd., (a Malaysian corporation).
Pursuant to the acquisition described in Note 4 hereto, the Company has treated
the transaction as a reverse acquisition and, accordingly, has reported
TecnoChannel Technologies' 1998 statements as continuous. The Company was
incorporated on February 20, 1985 pursuant to the laws of the State of Nevada,
and presently has its principal office located in Malaysia, and other offices in
New York, San Francisco, California, and Beijing, China.
NOTE 2: UNAUDITED FINANCIAL STATEMENTS
The consolidated financial statements as of June 30, 1999, and for the periods
ended June 30, 1999 and 1998, included herein are unaudited; however, such
information reflects all adjustments consisting of normal recurring adjustments,
which are, in the opinion of management, necessary for a fair presentation of
the information for such periods. In addition, the results of operations for the
interim periods are not necessarily indicative of results for the entire year.
The accompanying financial statements are in condensed form and should be read
in conjunction with the Company's annual report filed on Form 10-KSB.
NOTE 3: ACQUISITION
On February 24, 1999, the Company acquired 100% of the issued and outstanding
capital stock of Tecnochannel Technologies Sdn. Bhd., a Malaysian Corporation,
("SB"), in exchange for an aggregate of 8,500,000 shares of common stock. In
connection with such acquisition, the Company issued an aggregate of 440,000
shares of its common stock to GEM Ltd. for its services as financial advisor to
the Company.
TSB, which was formed in April, 1997 and operates under the trade name, "My
Web", has developed with Philips Consumer Electronics set-top boxes that enable
Internet access via the television set. The boxes are marketed and sold by
Philips and include software developed by TSB. Approximately 18,000 of the boxes
are installed in Malaysia and Singapore. In addition, TSB has developed and
provided enabling technologies to manufacturers and Internet service providers
serving non-personal computer devices, (such as the set-top boxes), to enhance
the functionalities of such devices. TSB also operates the My Web Online Service
which is an Internet portal providing interactive applications, such as
e-commerce, to both personal computer users and set-top box users.
The Company accounted for the acquisition as a purchase under a reverse
acquisition procedure whereby TSB's operations and retained earnings are
reported as continuous.
6
<PAGE> 7
MY WEB, INC.COM
(FORMERLY ASIA MEDIA COMMUNICATIONS, LTD.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4: CERTAIN TRANSACTIONS
Private placement completion:
In May 1999, the Company completed a private placement for the sale of 526,250
shares of its common stock with aggregate proceeds amounting to $3,780,000. The
Company intends to utilize these funds in the future development of the business
described in the acquisition above.
Exercise of option and warrant
In May 1999, a non- qualified stock option under the Company's 1999 Incentive
Program described in Note 6 below was granted and exercised to purchase 150,000
shares of the Company's common stock at $6.00 per share, or an aggregate of
$900,000.
In February 1999, Ocean Strategic Holdings Limited ('OSHL'), exercised its right
to purchase 500,000 common stock shares at $.01 per share pursuant to a warrant
to purchase up to 1,000,000 common shares acquired in August, 1997 for an
aggregate consideration of $50,000 in cash. On April 1, 1999, OSHL exercised its
right under such warrant to purchase an additional 400,000 common shares at $.01
per share. As discussed in Note 7 below, on August 4, 1999, OSHL exercised its
right to purchase the remaining 100,000 shares under the warrant.
NOTE 5: COMMITMENTS AND CONTINGENCIES
Licensing Agreement:
The Company entered into separate Licensing Agreements (the "Licensing
Agreements") (which were barter transactions) with two Internet Service
Providers ("ISPs"), one in Hong Kong and one in China. Under the Licensing
Agreements with the ISPs, the Company agreed to license its "ThunderServe"
software to these two ISPs. Each of the fees for licensing the software to the
two ISPs was based on negotiation between the two parties and documented in the
agreements signed by both parties thereto. In return, these two ISPs ensured
that their Internet subscribers would be directed to the MyWeb web sites/portals
upon connecting to the Internet. The consideration for directing their
subscribers to the MyWeb web site was also agreed between the Company and the
two ISPs in the amount of US$3.0 million per annum each.
7
<PAGE> 8
MY WEB, INC.COM
(FORMERLY ASIA MEDIA COMMUNICATIONS, LTD.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Option agreement:
Pursuant to a proposed acquisition in 1996 which was never completed, the
Company had granted its then subsidiary, AMC Holdings, an option to convert
certain preference shares in the acquisition agreement to 125,000 shares of the
Company's common stock. The proposed acquired company executed an agreement of
forbearance whereby it was agreed to never exercise such option. As management
is presently uncertain as to the legal binding effect of such an agreement upon
an innocent purchaser for value, and although management believes that no shares
will be required to be issued, an aggregate of 125,000 shares are reserved in
the event that the Company may be forced to issue such shares in the future.
Marketing Agreement:
The Company executed a public relations consulting agreement which has a six
month term to provide such services defined therein. The Company is charging
approximately $327,000 of advanced fee over the agreement term. Approximately
$109,000 is deferred as of June 30, 1999 and will be charged to operations over
the two remaining months. Such fees included the preparation of product and
corporate literature, as well as services related to media distribution.
1999 Incentive Program:
In February 1999, the Company's stockholders approved the adoption of the
Company's 1999 Incentive Program (the 'Program') pursuant to which various types
of awards may be made. The aggregate number of common stock shares that may be
issued or transferred under the Program is 1,000,000 subject to certain
adjustments, provided that no award may be made under the Program that would
bring the total of all outstanding awards under the Program to more than 15% of
the total number of common stock shares at the time outstanding. An award was
made and exercised in May 1999. See Note 5 above. In addition, in May 1999, two
options were granted for 125,000 shares each, one exercisable in May 1999 at
$17.10 per share (120% of bid price) and the second option is exercisable in
November 1999 at 120% of the then bid price. The May 1999 option has not been
exercised.
1999 Non-Qualified Stock Option Plan:
In June, 1999, the directors of the Company adopted the 1999 Non-Qualified Stock
Option Plan ("the Plan") pursuant to which only non-qualified stock option may
be granted. The aggregate number of common stock shares that may be issued or
transferred under the Plan is 1,000,000, subject to certain adjustments,
provided that no option may be granted under the plan that would bring the total
of all outstanding options under the Plan to more than 15% of the total of
common shares at the time outstanding. As of the current date, no options have
been granted under this Plan.
8
<PAGE> 9
MY WEB, INC.COM
(FORMERLY ASIA MEDIA COMMUNICATIONS, LTD.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6: SUBSEQUENT EVENT
On August 4, 1999, OSHL exercised its right to purchase the remaining 100,000
common stock shares at $.01 per share under a warrant to purchase up to
1,000,000 common stock shares acquired in August, 1997 for an aggregate
consideration of $50,000 in cash.
NOTE 7: CORRECTION OF AN ERROR IN ACCOUNTING FOR BARTER TRANSACTIONS
In January and May 1999, the Company entered into two software license
agreements in exchange for fair value advertising and marketing arrangements in
kind. Each of these agreements was for a period of twelve months. The revenue
from these barter transactions and corresponding sales and marketing expenses
that was previously recorded in the three month period ended June 30, 1999 (the
"1999 Second Quarter") and the six month period ended June 30, 1999 (the "1999
Period") amounted to $1,250,000 and $2,000,000 respectively. The Company has
determined that the fair value of the assets/services surrendered or received in
these barter transactions was not readily determinable and the book value of the
assets surrendered by the Company in these barter transactions was zero. The
Company has therefore decided to show that its revenue from these barter
transactions and its corresponding sales and marketing expenses were zero. There
was however no effect on the net loss and loss per share for the 1999 Second
Quarter and the 1999 Period as a result of this reversal.
9
<PAGE> 10
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS
THE FOLLOWING ANALYSIS OF THE OPERATIONS AND FINANCIAL CONDITION OF THE COMPANY
SHOULD BE READ IN CONJUNCTION WITH THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS, INCLUDING THE NOTES THERETO, OF THE COMPANY CONTAINED ELSEWHERE IN
THIS FORM 10-QSB/A.
Overview
The Company was inactive during 1998 and until February 1999, when it acquired
all of the capital stock of TecnoChannel Technologies Sdn. Bhd., a Malaysian
corporation ("TSB").
TSB, which was formed in April 1997 and operates under the trade name, "My Web",
has developed with Philips Consumer Electronics set-top boxes that enable
Internet access via the television set. The boxes are marketed and sold by
Philips Consumer Electronics, and include software developed by TSB.
Approximately 18,000 of the boxes have been installed in Malaysia and Singapore.
In addition, TSB has developed and provides enabling technologies to
manufacturers and Internet service providers serving non-personal computer
devices (such as the set-top boxes) to enhance the functionalities of such
devices. TSB also operates the My Web Online Service which is an Internet portal
providing interactive applications, such as e-commerce, to users of both
personal computers (PC) and set-top boxes.
The Company's current business plan is to devote all of its resources to the
development and expansion of TSB's business in China and other emerging market
countries where the cost of PCs, the principal alternative connection to the
internet, is substantially higher than the Company's set-top boxes.
As discussed below, the three months period ended June 30, 1999 was
characterized by increased revenues offset by increased expenses incurred in
connection with the Company's entry into China. The Company believes it is well
placed to capture a portion of the Internet users in China through the
deployment of the set-top boxes, as they offer easy and affordable Internet
access compared to PCs whose prices remain high relative to average income
levels. The Company has entered into strategic alliances with local Chinese
partners, i.e., manufacturers, content providers and Internet Service Providers,
for the deployment of the set-top boxes, and for MyWeb's localized portal site
in China. The Company has also embarked on an aggressive brand building strategy
in China that has resulted in an increase in expenses primarily relating to the
cost of acquiring Internet users in China and advertising and promoting the My
Web brand. The Company expects to continue to incur losses during the rollout of
its products and services in China.
10
<PAGE> 11
COMPARISON OF THE THREE MONTH PERIOD ENDED JUNE 30, 1999 TO THE THREE MONTH
PERIOD ENDED JUNE 30, 1998 AND THE THREE MONTH PERIOD ENDED MARCH 31, 1999
Total Revenue
Revenues were $481,926 including $33,600 of interest and other income, in the
three month period ended June 30, 1999 (the "1999 Second Quarter") compared to
$444,409 , including $8,101 of interest income, in the three month period ended
March 31, 1999 (the "1999 First Quarter"), and $149,534 in the three month
period ended June 30, 1998 (the "1998 Second Quarter"). The increase in revenues
in the 1999 Second Quarter as compared to the 1999 First Quarter was primarily
due to e-commerce transactions. The increase in revenues in the 1999 Second
Quarter as compared to the 1998 Second Quarter was primarily due to e-commerce
transactions, which commenced in 1999. No customer accounted for more than 10%
of total revenues during the 1999 Second Quarter except for Pemasaran Jaya Mas,
Saw Beng Swee, Visan Holdings, Sunshine Beauty Marketing and Multivalue
Marketing. No customer accounted for more than 10% of total revenues during the
1998 Second Quarter except for Philips Consumer Electronics (and subsidiaries
thereof), which accounted for approximately 56% of total revenues during such
quarter.
Cost of Revenues
Cost of revenues were $555,630 in the 1999 Second Quarter compared to $395,193
in the 1999 First Quarter, and $36,434 in the 1998 Second Quarter. The increase
in cost of revenues of 41% in the 1999 Second Quarter compared to the 1999 First
Quarter was due to an increase in cost of goods for e-commerce transactions and
software licensing costs. The increase in cost of revenues of 1,425% in the 1999
Second Quarter as compared to the 1998 Second Quarter was also primarily due to
the cost of goods for e-commerce transactions and the increase in software
licensing costs.
Total Operating Expenses
Total operating expenses were $837,161 in the 1999 Second Quarter compared to
$305,101 in the 1999 First Quarter and $88,443 in the 1998 Second Quarter. The
increase was primarily attributable to an increase in sales and marketing
expenses to $425,730 in the 1999 Second Quarter from $41,526 in the 1999 First
Quarter, an increase of 925%, and from $29,454 in the 1998 Second Quarter, an
increase of 1,345%.
Sales and marketing expenses consisted primarily of employee compensation, and
advertising and other promotion/marketing related expenses. The increase in
absolute dollars from the 1999 First Quarter and 1998 Second Quarter is
primarily attributable to an increase in personnel, the costs associated with
the Company's aggressive brand-building strategy in China and an increase in
advertising and promotion/marketing related expenses.
11
<PAGE> 12
Product development expenses increased 713% from $11,865 in the 1999 First
Quarter to $96,502 in the 1999 Second Quarter, and increased 558% from $14,670
in the 1998 Second Quarter. Product development expenses consist primarily of
employee compensation relating to developing and enhancing features of the MyWeb
online service properties. The increase in absolute dollars is primarily a
result of the increase in the number of engineers responsible for the product
development. The Company has expensed, as incurred, all internal product
development costs and expects to incur increased product development costs in
absolute dollars in future periods to remain competitive.
General administration expenses increased 25% from $251,710 in the 1999 First
Quarter to $314,929 in the 1999 Second Quarter, and increased 610% from $44,319
in the 1998 Second Quarter. General administration expenses consist primarily of
employee compensation and fees for professional services, and the increase in
absolute dollars is primarily a result of an increase in personnel and increased
fees for professional services during the 1999 Second Quarter.
Net Profit (Loss)
The Company recorded a net loss of $910,865 or $0.09 per share for the 1999
Second Quarter compared to a net loss of $255,885 or $0.03 per share for the
1999 First Quarter. The increase in net loss was primarily attributable to the
increase in cost of revenues, advertising and promotion/marketing related
expenses, and investments in the Company's brand-building strategy in China.
This was offset by the increase in revenue in the 1999 Second Quarter compared
to the 1999 First Quarter.
Similarly, compared to the net profit of $24,657 in the 1998 Second Quarter, the
increase in net loss was primarily attributable to the increase in cost of
revenues, advertising and promotion/marketing related expenses, investments in
the Company's brand-building strategy in China and the roll out of MyWeb
services in China. This was offset by the increase in revenues in the 1999
Second Quarter compared to the 1998 Second Quarter.
12
<PAGE> 13
COMPARISON OF THE SIX MONTHS PERIOD ENDED JUNE 30, 1999 TO THE SIX MONTHS PERIOD
ENDED JUNE 30, 1998
Total Revenue
Revenue increased from $254,996 in the six months period ended June 30, 1998
(the "1998 Period") to $926,335 in the six months period ended June 30, 1999
(the "1999 Period"), an increase of 263%. This increase was attributable to
e-commerce transactions, which commenced in 1999. No customer accounted for more
than 10% of total revenue during the 1999 Period except for Pemasaran Jaya Mas,
Saw Beng Swee, Visan Holdings and Sunshine Beauty Marketing. One customer,
Philips Consumer Electronics (and subsidiaries thereof), accounted for
approximately 33% of revenue during the 1998 Period.
Cost of Revenue
Cost of revenue increased from $57,173 in the 1998 Period to $950,823 in the
1999 Period, an increase of 1,563%. The increase in cost of revenue was
primarily due to the cost of goods for the e-commerce transactions in the 1999
Period and an increase in general administration expenses from $86,250 in the
1998 Period to $566,639 in the 1999 Period.
Total Operating Expenses
Total operating expenses increased 471% from $200,135 in the 1998 Period to
$1,142,262 in the 1999 Period. The increase was primarily attributable to an
increase in sales and marketing expenses from $86,250 in the 1998 Period to
$467,256 in the 1999 Period, an increase of 442%, and an increase in general
administration expenses from $86,180 in the 1998 Period to $566,639 in the 1999
Period, an increase of 558%.
The sales and marketing expenses consists primarily of advertising and other
promotion/marketing related expenses. The increase in absolute dollars from the
1998 Period is primarily attributable to the costs associated with the Company's
brand-building strategy in China and an increase in advertising and
promotion/marketing related expenses.
Product development expenses increased 291% from $27,705 in the 1998 Period to
$108,367 in the 1999 Period. Product development expenses consist primarily of
employee compensation relating to developing and enhancing features of the MyWeb
online service properties. The increase in absolute dollars is primarily a
result of the increase in the number of engineers responsible for the product
development. The Company has expensed, as incurred, all internal product
development costs and expects to incur increased product development costs in
absolute dollars in future periods to remain competitive.
General administration expenses increased 558% from $86,180 in the 1998 Period
to $566,639 in the 1999 Period. General administration expenses consist
primarily of employee compensation and fees for professional services. The
increase in absolute dollars is primarily a result of an increase in personnel
and increased fees for professional services during the 1999 Period.
13
<PAGE> 14
Net Loss
The Company recorded a net loss of $1,166,750 or $0.12 per share for the 1999
Period compared to net loss of $2,312 or $0.00 per share for the 1998 Period.
The net loss in the 1999 Period was primarily attributable to the increase in
cost of revenues, general administration expenses, advertising and
promotion/marketing related expenses and investments in the Company's
brand-building strategy in China. This was offset by the increase in revenue in
the 1999 period compared to the 1998 period.
Liquidity and Capital Resources
At June 30, 1999, the Company had cash and cash equivalents totaling $3,815,517
compared to $13,274 at June 30, 1998. For the six months ended June 30, 1999,
cash used in operating activities of $761,793 was primarily due to the net loss
of $1,166,750 for the 1999 Period.
Cash used in investing activities was $135,384 for the 1999 Period compared to
$19,444 for the 1998 Period. The capital expenditures of $146,232 for the 1999
Period consisted of the purchase of computer hardware and software, and other
office equipment.
For the 1999 Period, cash provided by financing activities of $4,712,424 was
derived primarily from the private placement of shares of common stock in the
amount of $3,780,000 and the issuance of common stock pursuant to the exercise
of a stock option in the amount of $900,000. As the Company experienced negative
cash flow from operations in the 1999 Period and anticipates that it will
continue to incur negative cash flow during the roll out of its products and
services in China, the Company may require additional capital. The sale of
additional equity or convertible debt securities, if required, may result in
additional dilution to the holders of the Company's common stock. There can be
no assurance that additional financing, if required, will be available on terms
and conditions acceptable to the Company, if available at all.
14
<PAGE> 15
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
1. On April 1, 1999, Registrant issued an aggregate of 400,000 shares of its
common stock to Ocean Strategic Holdings Limited ("OSHL") pursuant to the
exercise of a warrant acquired by OSHL in August 1997, for an aggregate
consideration of $4,000. The warrant and the shares issued upon exercise
thereof were issued in reliance upon Regulation S.
2. In May 1999, Registrant completed a private placement of its common stock
to 13 accredited investors. Registrant issued an aggregate 526,250 of its
common stock for aggregate cash proceeds of $3,780,000. The shares were
issued to the following investors:
<TABLE>
<CAPTION>
Number of shares
Name of investor Purchased Amount invested
- ---------------- ---------------- ---------------
<S> <C> <C>
Tao Ying 500 $ 3,000
Alvin Granof 14,000 84,000
Jonathan A. Kaye 1,000 6,000
Ah Kee Tay 10,000 60,000
John Lim Kok Min 20,000 120,000
PT Portola Konsultindo 204,250 1,528,000
Tee-Jin Gan 50,000 420,000
Michael Tee-Kian Gan 50,000 500,000
Soo Keok Ong 50,000 300,000
Cheah Meng Fui 77,000 462,000
Lee Wai Ping 10,000 60,000
Zhang Hui Quan 1,500 9,000
Xu Hui 38,000 228,000
</TABLE>
The foregoing issuance were deemed exempt from registration under the
Securities Act of 1933, as amended ("the Act"), in reliance on Section 4(2) of
the Act and Rule 506 of Regulation D, as transactions by an issuer not involving
any public offering. The foregoing investors represented that they were
accredited investors and that they were acquiring the shares for investment only
and not with a view to or for sale in connection with any distribution thereof.
Appropriate legends were affixed to the certificates and all investors had
adequate access to information about Registrant.
15
<PAGE> 16
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) On April 7, 1999, the Company mailed an information statement to
shareholders advising them that holders of not less than 50.1% of the
Company's then outstanding shares of common stock had approved an
amendment to the Company's Articles of Incorporation to effect a
change in the Company's name from Asia Media Communications, Ltd. to
My Web Inc.com. Such action was taken on April 28,1999.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27.1 Financial Data Schedule
(b) Reports on Form 8-K
(i) On March 11, 1999, the Company filed a report on Form 8-K reporting the
acquisition of all of the capital stock of TecnoChannel Technologies Sdn.
Bhd., a Malaysian corporation, and the related change in control.
(ii) On May 10, 1999, the Company filed a report on Form 8-K/A containing the
financial statements required in connection with the acquisition described
in item (i) above.
16
<PAGE> 17
SIGNATURES
In accordance with 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, hereunto duly authorized.
MY WEB INC.COM
(Registrant)
Date: May 3, 2000 By: /s/ Victor Fook Ai Ng
---------------------------------
Victor Fook Ai Ng
Director, Chief Financial Officer
Treasurer and Secretary
17
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF MYWEB INC.COM FOR THE SIX MONTHS ENDED JUNE 30, 1999
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 3,815,517
<SECURITIES> 0
<RECEIVABLES> 430,541
<ALLOWANCES> 0
<INVENTORY> 43,338
<CURRENT-ASSETS> 4,648,559
<PP&E> 217,543
<DEPRECIATION> 29,295
<TOTAL-ASSETS> 4,836,807
<CURRENT-LIABILITIES> 949,196
<BONDS> 0
0
0
<COMMON> 106,717
<OTHER-SE> 3,780,894
<TOTAL-LIABILITY-AND-EQUITY> 4,836,807
<SALES> 822,066
<TOTAL-REVENUES> 926,335
<CGS> 950,823
<TOTAL-COSTS> 2,093,085
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,166,750)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,166,750)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,166,750)
<EPS-BASIC> (.12)
<EPS-DILUTED> 0
</TABLE>
