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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 September 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 No X
--- ---
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 November 1, 1999, the
registrant had 10,838,630 shares of Common Stock outstanding.
Transitional Small Business Disclosure Format (check one):
Yes No X
--- ---
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<PAGE> 2
MY WEB INC.COM
FORM 10-QSB/A
For the Quarter Ended September 30, 1999
<TABLE>
<CAPTION>
Page
INDEX Number
<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1 Condensed Consolidated Balance Sheets at September 30, 1999 and at
December 31, 1998 3
Condensed Consolidated Statements of Operations for the three month
periods ended September 30, 1999 and September 30, 1998 and the nine
month periods ended September 30, 1999 and September 30, 1998 4
Condensed Consolidated Statements of Cash Flows for the nine month
periods ended September 30, 1999 and September 30, 1998 5
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 15
Item 4 Submission of Matters to a Vote of Security Holders 15
Item 5 Other Information 15
Item 6 Exhibits and Reports on Form 8-K 15
</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>
September 30, December 31,
1999 1998
-------------- -----------
<S> <C> <C>
Assets
Current Assets:
Cash and cash equivalents $ 2,369,490 $ 270
Accounts receivable, net 1,435,736 1,100,492
Inventories 5,452 --
Prepaid expenses and other current assets 402,406 6,176
--------------- ------------
Total Current Assets 4,213,084 1,106,938
--------------- ------------
Property and equipment, net 300,721 53,941
--------------- ------------
$ 4,513,805 $ 1,160,879
=============== ============
Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable, trade $ 791,799 $ 408,306
Other accounts payable 1,766,872 355,287
Due to directors 77,748 37,271
Other 8,837 --
--------------- ------------
Total Current Liabilities 2,645,256 800,864
--------------- ------------
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) (3,063,518) 123,173
Currency translation adjustment 824 --
--------------- ------------
2,602,270 360,015
Less: Treasury stock, at cost 733,721 --
--------------- ------------
Total Shareholders' Equity 1,868,549 360,015
--------------- ------------
$ 4,513,805 $ 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 Ended For the Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
----------- ---------- ----------- ---------
<S> <C> <C> <C> <C>
Revenues:
Net Sales (Note 7) $ 1,507,200 $ 426,152 $ 2,391,834 $ 681,148
Interest and other 36,288 -- 77,989 --
----------- ---------- ----------- ---------
Total Revenues 1,543,488 426,152 2,469,823 681,148
----------- ---------- ----------- ---------
Cost and Expenses:
Cost of sales 1,782,350 8,575 2,733,173 65,748
Sales and marketing (Note 7) 1,095,680 85,303 1,562,936 171,553
Product development 140,853 116,064 249,220 143,769
General administration 546,895 57,192 1,113,534 143,372
----------- ---------- ----------- ---------
Total Costs and
Expenses 3,565,778 267,134 5,658,863 524,442
----------- ---------- ----------- ---------
Income (Loss) before
income taxes ( 2,022,290) 159,018 (3,189,040) 156,706
Income taxes -- -- -- --
----------- ---------- ----------- ----------
Net Income (Loss) $(2,022,290) $ 159,018 $(3,189,040) $ 156,706
=========== ========== =========== ==========
Income (Loss) per share $( 0.19) $ 0.02 $( 0 .31) 0.02
=========== ========== =========== ==========
Average number of
common shares
outstanding 10,178,243 8,500,000 10,178,243 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 Nine Months Ended
September 30,
1999 1998
----------- ---------
Cash Flows from Operating Activities:
<S> <C> <C>
Net income (loss) $(3,189,040) $156,706
Adjustments:
Depreciation 21,147 8,951
Currency exchange - unrealized (538) --
Common stock issuance for
consulting services 4,400 --
Disposition of equipment 3,251 --
Working Capital Adjustments:
(Increase) Decrease in inventories (5,452) --
(Increase) Decrease in accounts
receivable, trade (337,478) (503,334)
(Increase) Decrease in prepaids
and others (396,251) --
Increase in accounts payable 1,787,892 291,493
----------- --------
Cash Flows from Operating Activities (2,112,069) (46,184)
----------- --------
Cash Flows from Investing Activities:
Acquisition of property and equipment (271,223) (19,444)
Acquired cash in Asia Media 10,848 --
----------- --------
Cash Flows from Investing Activities (260,375) (19,444)
----------- --------
Cash Flows from Financing Activities:
Proceeds on issuance of common stock 4,690,001 210,526
Proceeds (payments) on due to directors 40,477 (142,969)
Repayments on due to directors 11,186 --
----------- --------
Cash Flows from Financing Activities 4,741,664 67,557
----------- --------
Increase in cash and cash equivalents 2,369,220 1,929
Cash balance, beginning 270 5,656
----------- --------
Cash balance, end $ 2,369,490 $ 7,585
=========== ========
Supplementary Data:
Interest income received in operations $ 56,410 $ --
=========== ========
</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 wholly owned
subsidiaries, TecnoChannel Technologies Sdn. Bhd. (a Malaysian corporation),
MyWeb Asia Pte. Ltd. (a Singaporean corporation), MyWeb Network System (Beijing)
Co. Ltd. (a China corporation) and MyWeb America Inc. (a Delaware corporation).
Pursuant to the acquisition described in Note 3 hereto, the Company has treated
acquisition of TecnoChannel 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 an administrative office in San Francisco, California,
and operations offices in Kuala Lumpur and Beijing.
NOTE 2: UNAUDITED FINANCIAL STATEMENTS
The consolidated financial statements as of September 30, 1999, and for the
periods ended September 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,
("TSB"), 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 other third parties and include software developed by TSB.
Approximately 25,000 of the boxes are installed in Malaysia and Singapore and
10,000 are installed in China. 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 multiple Internet portals
providing localized 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 5 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 5 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
NOTE 5: COMMITMENTS AND CONTINGENCIES - CONTINUED
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. As of September
30, 1999, the entire advance has been charged to operations. 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 6 below. 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
In October, 1999, options were granted and exercised under the Company's 1999
Incentive Program and 1999 Non-Qualified Stock Option Plan to purchase an
aggregate of 150,000 and 250,000 shares, respectively, of the Company's common
stock.
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 this barter transactions and corresponding sales and marketing expenses
that were previously recorded in the three months period ended September 30,
1999 (the "1999 Third Quarter") and the nine month period ended September 30,
1999 (the "1999 Period") amounted to $1,500,000 and $3,500,000 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 Third 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 third
parties, primarily Philips Consumer Electronics, and include software developed
by TSB. Approximately 25,000 of the boxes have been installed in Malaysia and
Singapore and 10,000 in China. 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 multiple Internet portals
providing localized interactive applications, such as e-commerce, to users of
both personal computers 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 markets
that have the following characteristics: a high percentage of television usage;
a high level of consumer demand for the Internet; a low percentage of personal
computer use; a low level of personal computer literacy; a high cost of personal
computers; and a pre-existing cable and telecommunications infrastructure.
As discussed below, the three month period ended September 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
Presented below is a discussion and analysis of (i) the Company's actual results
for the nine month period ended September 30, 1999 and results for the nine
month period ended September 30, 1998 and (ii) the Company's actual financial
condition as at September 30, 1999 and audited financial condition as at
December 31, 1998.
COMPARISON OF THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 1999 TO THE THREE MONTH
PERIOD ENDED SEPTEMBER 30, 1998 AND THE THREE MONTH PERIOD ENDED JUNE 30 1999
Total Revenue
Revenues were $1,543,488, including $36,288 of interest and other income, in the
three month period ended September 30, 1999 (the "1999 Third Quarter") compared
to $481,926, including $33,600 of interest income, in the three month period
ended June 30, 1999 (the "1999 Second Quarter"), and $426,152 in the three month
period ended September 30, 1998 (the "1998 Third Quarter"). The increase in
revenues in the 1999 Third Quarter as compared to the 1999 Second Quarter was
primarily due to an increase in e-commerce transactions and sales of set-top
boxes. The increase in revenues in the 1999 Third Quarter as compared to the
1998 Third Quarter was primarily due to e-commerce transactions, which commenced
in 1999. Revenues for the 1999 Third Quarter consisted of e-commerce
transactions of $690,680 and sales of set-top boxes of $816,520. No customer
accounted for more than 10% of total revenues during the 1999 Third Quarter
except Hanqzhou Westlake Electronics Import and Export Co. Ltd, which accounted
for approximately 54% of total revenues during such quarter. No customer
accounted for more than 10% of total revenues during the 1998 Third Quarter
except for Philips Consumer Electronics (and subsidiaries thereof), which
accounted for approximately 87% of total revenues during such quarter.
Cost of Sales
Cost of sales was $1,782,350 in the 1999 Third Quarter compared to $555,630 in
the 1999 Second Quarter, and $8,575 in the 1998 Third Quarter. The increase in
cost of sales of 221% in the 1999 Third Quarter compared to the 1999 Second
Quarter was due to an increase in cost of sales for e-commerce transactions and
set-top boxes sold in line with the increase in revenue. The increase in cost of
sales of 20,685% in the 1999 Third Quarter compared to the 1998 Third Quarter
was primarily due to the cost of goods for e-commerce transactions and set-top
boxes in line with the increase in revenue over the same period.
Total Operating Expenses
Total operating expenses were $1,783,428 in the 1999 Third Quarter compared to
$837,161 in the 1999 Second Quarter and $258,559 in the 1998 Third Quarter. The
increase was primarily attributable to an increase in sales and marketing
expenses to $1,095,680 in the 1999 Third Quarter from $425,730 in the 1999
Second Quarter, an increase of 157%, and from $85,303 in the 1998 Third Quarter,
an increase of 1,184%.
11
<PAGE> 12
Sales and marketing expenses consisted primarily of employee compensation,
advertising and other promotion/marketing related expenses. The increase in
absolute dollars from the 1999 Second Quarter and 1998 Third 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 in China and the emerging
market countries.
Product development expenses increased 46% from $96,502 in the 1999 Second
Quarter to $140,853 in the 1999 Third Quarter, and increased 21% from $116,064
in the 1998 Third Quarter. Product development expenses consist primarily of
employee compensation relating to developing and enhancing features of the MyWeb
online service properties development and the costs of outsourcing certain
research and development work. The increase in absolute dollars is primarily a
result of the increase in the number of engineers responsible for the product
development and the outsourcing of certain research and development work. 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 74% from $314,929 in the 1999 Second
Quarter to $546,895 in the 1999 Third Quarter, and increased 856% from $57,192
in the 1998 Third Quarter. 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, the
increased fees for professional services and the operational expenses of the
newly incorporated subsidiary in Beijing, China during the 1999 Third Quarter.
Net Profit (Loss)
The Company recorded a net loss of $2,022,290 or $0.19 per share for the 1999
Third Quarter compared to a net loss of $910,865 or $0.09 per share for the 1999
Second Quarter. The increase in net loss was primarily attributable to the
increase in cost of revenue, 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 Third Quarter compared to
the 1999 Second Quarter.
Similarly, compared to the net profit of $159,018 in the 1998 Third 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 Third
Quarter compared to the 1998 Third Quarter.
12
<PAGE> 13
COMPARISON OF THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 1999 TO THE NINE MONTH
PERIOD ENDED SEPTEMBER 30, 1998
Total Revenue
Revenues increased from $681,148 in the nine month period ended September 30,
1998 (the "1998 Period") to $2,469,823, including interest and other income of
$77,989, in the nine month period ended September 30, 1999 (the "1999 Period"),
an increase of 263%. This increase was attributable to sales of set-top boxes
and e-commerce transactions, which commenced in 1999. Revenues for the 1999
Period consisted of e-commerce transactions of $1,575,314 and sales of set-top
boxes of $816,520. Hanqzhou Westlake Electronics Import & Export Co. Ltd. and
Saw Beng Swee accounted for approximately 34% and 11% respectively of total
revenues during the 1999 Period while Philips Consumer Electronics (and
subsidiaries thereof) accounted for approximately 67% of revenue during the 1998
Period.
Cost of Sales
Cost of sales increased from $65,748 in the 1998 Period to $2,733,173 in the
1999 Period, an increase of 4,057%. The increase in cost of sales was primarily
due to the cost of goods for the e-commerce transactions, set-top boxes and
software licensing costs in the 1999 Period in line with the increase in revenue
over the same period.
Total Operating Expenses
Total operating expenses increased 538% from $458,694 in the 1998 Period to
$2,925,690 in the 1999 Period. The increase was primarily attributable to an
increase in sales and marketing expenses from $171,553 in the 1998 Period to
$1,562,936 in the 1999 Period, an increase of 811%, and general administration
expenses from $143,372 in the 1998 Period to $1,113,534 in the 1999 Period, an
increase of 677%.
The sales and marketing expenses consists primarily of employee compensation,
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 in China and the
emerging market countries.
Product development expenses increased 73% from $143,769 in the 1998 Period to
$249,220 in the 1999 Period. Product development expenses consist primarily of
employee compensation relating to developing and enhancing features of the MyWeb
online service properties and the costs of outsourcing certain research and
development work. The increase in absolute dollars is primarily a result of the
increase in the number of engineers responsible for the product development and
the costs of outsourcing certain research and development work. 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.
13
<PAGE> 14
General administration expenses increased 677% from $143,372 in the 1998 Period
to $1,113,534 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 and the operational expenses of the
newly incorporated subsidiary in Beijing, China during the 1999 Period.
Net Loss
The Company recorded a net loss of $3,189,040 or $0.32 per share for the 1999
Period compared to net income of $156,706 or $0.02 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, advertising and
promotion/marketing related expenses and investments in the Company's
brand-building strategy in China.
Liquidity and Capital Resources
At September 30, 1999, the Company had cash and cash equivalents totaling
$2,369,490 compared to $7,585 at September 30, 1998. For the nine months ended
September 30, 1999, cash used in operating activities of $2,112,069 was
primarily due to the net loss of $3,189,040 for the 1999 Period.
Cash used in investing activities was $260,375 for the 1999 Period compared to
$19,444 for the 1998 Period. The capital expenditures of $271,223 for the 1999
Period consisted primarily of the purchase of computer hardware and software,
and other office equipment.
For the 1999 Period, cash provided by financing activities of $4,741,664 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.
14
<PAGE> 15
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27.1 Financial Data Schedule
(b) Reports on form 8-K
None
15
<PAGE> 16
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
16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF MYWEB INC.COM FOR THE NINE MONTHS ENDED SEPTEMBER 30,
1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 2,369,490
<SECURITIES> 0
<RECEIVABLES> 1,435,736
<ALLOWANCES> 0
<INVENTORY> 5,452
<CURRENT-ASSETS> 4,213,034
<PP&E> 342,480
<DEPRECIATION> 41,759
<TOTAL-ASSETS> 4,513,805
<CURRENT-LIABILITIES> 2,645,256
<BONDS> 0
0
0
<COMMON> 106,717
<OTHER-SE> 1,761,832
<TOTAL-LIABILITY-AND-EQUITY> 4,513,805
<SALES> 1,470,033
<TOTAL-REVENUES> 2,469,823
<CGS> 2,733,173
<TOTAL-COSTS> 5,658,863
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3,189,040)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,189,040)
<EPS-BASIC> (.32)
<EPS-DILUTED> 0
</TABLE>
