UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, DC 20549









FORM 10-Q





SQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2011





oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





Commission File Number 333-1399326





MY GROUP, INC.


(Previously, ROHAT RESOURCES, INC.)


(Exact Name of Registrant as Specified in Its Charter)





NEVADA

20-5913810(State or Other Jurisdiction

(I.R.S. Employerof Incorporation or Organization)

Identification No.)




68, Soi Suphaphong 3


Yak 8, Sirinakarn 40 Road


Nonghob, Praver, 10250 Bangkok, Thailand


(Address of Principal Executive Offices and Issuer’s




Telephone Number, including Area Code)




Indicate by check mark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes S     No o





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  o  No  o





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):





Large accelerated filer o

Accelerated filer oNon-accelerated filer o

Smaller reporting company S(Do not check if smaller reporting company)





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes S    No o





As of June 3, 2011, the issuer had outstanding 6,487,500 shares of common stock.





TABLE OF CONTENTS





PagePART I
FINANCIAL INFORMATIONITEM 1
Financial Statements
2Balance Sheets as of April 30, 2011(Unaudited) and October 31, 2010
2Statements of Operations for the Three and Six Months Ended April 30, 2011 and 2010(Unaudited)
3Statements of Cash Flows for the Six Months Ended April 30, 2011 and 2010(Unaudited)
4Notes to Financial Statements(Unaudited)
5ITEM 2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
9ITEM 3
Quantitative and Qualitative Disclosures about Market Risk
12ITEM 4
Controls and Procedures
13PART II
OTHER INFORMATIONITEM 1
Legal Proceedings
14ITEM 1A
Risk Factors
14ITEM 2
Unregistered Sales of Equity Securities and Use of Proceeds
15ITEM 3
Defaults upon Senior Securities
15ITEM 4
(Removed and Reserved)
15ITEM 5
Other Information
15ITEM 6
Exhibits
15SIGNATURES

15





1


PART I    FINANCIAL INFORMATION





ITEM 1  Financial Statements


MY GROUP, INC.


Balance Sheets





April 30, 2011


October 31, 2010(Unaudited)AssetsCurrent assetsCash and cash equivalents

$
-


$
-Total current assets

$
-


$
-Liabilities and Stockholders' DeficiencyCurrent liabilitiesLoan from director

$
57,224


$
15,395Accounts payable and accrued liabilities


4,807



27,846Total current liabilities


62,031



43,241Stockholders’ DeficiencyPreferred stock $0.001 par value; 10,000,000 shares authorized; none issued


-



-Common stock $0.001 par value; 100,000,000 shares authorized; 6,487,500 shares issued and outstanding as of April 30, 2011 and October 31, 2010, respectively


6,488



6,488Additional paid-in capital


78,559



78,559Accumulated deficit


(147,078
)


(128,288
)Total stockholders' deficiency


(62,031
)


(43,241
)Total liabilities and stockholders’ deficiency

$
-


$
-See notes to financial statements





2





MY GROUP, INC.


Statements of Operations


(Unaudited)





Three Months


Three Months


Six Months


Six MonthsEnded


Ended


ended


EndedApril 30, 2011


April 30, 2010


April 30, 2011


April 30, 2010Revenues

$
-


$
-


$
-


$
-Cost of sales


-



-



-



-Gross margin


-



-



-



-Operating expenseGeneral & administrative expenses


22,709



4,273



59,806



5,938Operating loss


(22,709
)


(4,273
)


(59,806
)


(5,938
)Gain on forgiveness of debt


-



-



40,851



-Other income


165



-



165



-loss before income tax expense


(22,544
)


(4,273
)


(18,790
)


(5,938
)Income tax expense


-



-



-



-Net loss

$
(22,544
)

$
(4,273
)

$
(18,790
)

$
(5,938
)Loss per share - basic and diluted

$
(0.003
)

$
(0.001
)

$
(0.003
)

$
(0.001
)Weighted average number of common shares outstanding - basic and diluted


6,487,500



6,487,500



6,487,500



6,487,500See notes to financial statements





3





MY GROUP, INC.


Statements of Cash Flows


(Unaudited)





Six Months


Six MonthsEnded


EndedApril 30, 2011


April 30, 2010Cash Flows from Operating ActivitiesNet loss

$
(18,790
)

$
(5,938
)Adjustments to reconcile net loss to net cash used in operating activitiesGain on forgiveness of debt


(40,851
)


-Other income


(165
)


-Changes in operating assets and liabilitiesAccounts payable and accrued liabilities


2,582



4,273Net cash used in operating activities


(57,224
)


(1,665
)Cash Flow from Financing ActivitiesLoan from director


57,224



1,665Net cash provided by financing activities


57,224



1,665Net increase (decrease) in cash and cash equivalents


-



-Cash and cash equivalents at beginning of period


-



-Cash and cash equivalents at end of period

$
-


$
-Supplemental Disclosures of Cash Flow InformationCash paid during the period for:Interest

$
-


$
-Income taxes

$
-


$
-See notes to financial statements




4
 MY GROUP, INC.
 NOTES TO FINANCIAL STATEMENTS (UNAUDITED)


Note 1.
Nature and Continuance of Operations





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





Change in Control





On or about June 25, 2010, Grand Destiny Investments Limited (“Grand Destiny”), sold 3,658,348 shares of our common stock, representing approximately 56.39% of our issued and outstanding stock, to Intrepid Capital LLC for aggregate cash consideration of $157,748 and for services rendered.  The shares were sold pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended, and the rules promulgated under Regulation D thereunder.  Grand Destiny is jointly held by Wan Keung Chak, our former President, Secretary, C.E.O, C.F.O. and Treasurer, and Kwok Keung Liu, our former director.





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





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





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





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





The Company’s fiscal year end is October 31.





These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has incurred losses since inception resulting in an accumulated deficit of $147,078 as of April 30, 2011 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company acquiring a business and generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.  Management intends to finance operating costs over the next twelve months with loans from our sole director and or private placement of common stock.


5
 MY GROUP, INC.
 NOTES TO FINANCIAL STATEMENTS (UNAUDITED)




Note 2.
Summary of Significant Accounting Policies





Basis of Presentation





The accompanying unaudited financial statements of the Company have been prepared in accordance with the instructions to Form 10-Q of the Securities and Exchange Commission.  Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America.  However, in the opinion of management, the accompanying unaudited financial statements contain all normal and recurring adjustments necessary to present fairly the financial position of the Company as of April 30, 2011 and the related statements of operations and cash flows for the interim period then ended.  The balance sheet amounts as of October 31, 2010 were derived from audited financial statements. For further information, refer to the audited financial statements and related disclosures that were filed by the Company with the Securities and Exchange Commission on Form 10-K for the fiscal year ended October 31, 2010 on February 14, 2011. The interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.





Shell Company





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





Use of Estimates and Assumptions





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 of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period.  Actual results could differ from those estimates.








Fair Value of Financial Instruments





The carrying value of cash and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments.  Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.





Income Taxes





The Company follows the accrual method of accounting for income taxes.  Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences).  The effect on the deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.





At April 30, 2011 a full-deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded.





Basic and Diluted Loss Per Share





The Company computes loss per share in accordance with FASB ASC 260 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period.  Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.


6
 MY GROUP, INC.
 NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
  The Company has no potential dilutive instruments and, accordingly, basic loss and diluted loss per share are equal.




Recent Accounting Pronouncements





In the quarter ended April 30, 2011, The Financial Accounting Standards Board (“FASB”) has issued ASU No. 2011-02 through ASU No. 2011-03, which is not expected to have a material impact on the financial statements upon adoption.





Note 3.
Common Stock Transactions





The Company is authorized to issue 500,000,000 shares of common stock and 50,000,000 shares of preferred stock, each with a par value of $.001 per share.  No other class of securities is authorized.





As of April 30, 2011 and October 31, 2010, there were 6,487,500 shares of common stock issued and outstanding and no shares of preferred stock were issued and outstanding.





For the six-month periods ended April 30, 2011 and 2010, there were no shares of common, preferred stock, stock options or warrants issued.





Note 4.
Income Taxes





As of April 30, 2011, the Company had a net operating loss carry forwards of approximately $147,000 that may be available to reduce future years’ taxable income through 2028.  Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a full valuation allowance for the deferred tax asset relating to the net operating loss carry forward.





Note 5.
Related Party Transactions





On March 5, 2009, John P. Hynes III, our former officer and former director, contributed $45,997 in additional capital in order to pay off the “Accounts Payable” and “Due to Related Parties” liabilities of the Company. At the same time, there was debt forgiveness of $15,938 by two of the creditors and therefore the total outstanding Company liability of $61,935 has been reduced to zero.





On September 13, 2008, John P. Hynes III, our former president, acquired from Delara Hussaini and Angela Hussaini, an aggregate of 4,000,000 shares of common stock of the Company, collectively representing approximately 61.66% of the total issued and outstanding shares of common stock of the Company.





On March 9, 2009, Mr. Hynes sold to Grand Destiny an aggregate of 4,000,000 shares of the common stock of the Company for $200,000, representing approximately 61.66% of the Company’s issued and outstanding common stock.  In connection with the sale, John P. Hynes III resigned as the sole director and officer of the Company, Kwok Keung Liu was elected as the Company’s President, Secretary, C.E.O, C.F.O. and Treasurer, and Wan Keung Chak was elected as the Company’s sole director.  Grand Destiny is jointly held by Wan Keung Chak and Kwok Keung Liu.  The Company also sold for $1.00, 100% of the issued and outstanding shares of Greenview Power Inc. (the Company’s wholly owned subsidiary) to Mr. Hynes.





While the Company was seeking additional funds, the former director of the Company, Wan Keung Chak (resigned on December 31, 2010), and a company related to Wan Keung Chak, had loaned monies to pay for certain expenses incurred. These loans were interest free and there was no specific time for repayment. The balance due the director as of October 31, 2010 was $15,395. Subsequent to October 31, 2010, the former director agreed to forgive his loan. During the interim period ended January 31, 2011, Manson Business and Finance Advisory Company Ltd., a company in which Wan Keung Chak is a director, agreed to assume the Company’s liabilities due to third parties amounting to $26,021 and waived its rights to receive payment of such liabilities from the Company. As of April 30, 2011, Manson had settled on-behalf of the Company a total of $25,456 towards such liabilities.


7
 MY GROUP, INC.
 NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
  On or about June 25, 2010, Grand Destiny sold 3,658,348 shares of our common stock, or approximately 56.39% of our issued and outstanding stock, to Intrepid Capital LLC for aggregate cash consideration of $157,748 and for services rendered.  The shares were sold pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended, and the rules promulgated under Regulation D thereunder.





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





On December 31, 2010, Kwok Keung Liu resigned from his positions as our President, Chief Executive Officer, Chief Financial Officer and Secretary, and Wan Keung Chak resigned from his position as a member of our Board of Directors.  On the same day, Kok Cheang Lim was appointed to serve as our President, Chief Executive Officer, Chief Financial Officer, Secretary and the sole member of our Board of Directors.





On April 26, 2011, Kok Cheang Lim entered into a Stock Gifting Agreement with each of Fu Chang Hai and Tang Xiu Lan (the “Agreements”), pursuant to which he gifted to each such individual 1,219,449 shares of the Company’s common stock, or an aggregate of 2,438,898 shares, representing approximately 37.6% of the Company’s issued and outstanding securities.  As a result of the transfer, the number of shares of common stock beneficially owned by Kok Cheang Lim was reduced from 3,658,348 shares to 1,219,450 shares, or approximately 18.8% of the Company’s issued and outstanding securities.  Mr. Lim did not receive any consideration in connection with the gift of such securities.  The securities were transferred pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended, and the rules promulgated under Regulation D thereunder.





During the six-month period ended April 30, 2011, Kok Cheang Lim, the sole officer and director of the Company has loaned monies to pay for certain expenses incurred. These loan(s) are interest free and there is no specific time for repayment. The balance due to the director as of April 30, 2011 is $57,224.




Note 6.
Subsequent Events





The Company has evaluated subsequent events from the balance sheet date through the date that the financial statements are issued and material subsequent event is as follows:




Effective May 17, 2011, we changed our name to MY Group, Inc. and increased our authorized capital to consist of Five Hundred Million shares of common stock, par value $0.001, and Fifty Million shares of preferred stock, par value $0.001.





8


ITEM 2                     Management’s Discussion and Analysis of Financial Condition and Results of Operations





Forward-looking statements





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





History





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





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





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





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





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





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




9





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





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





On April 26, 2011, Kok Cheang Lim entered into a Stock Gifting Agreement with each of Fu Chang Hai and Tang Xiu Lan (the “Agreements”), pursuant to which he gifted to each such individual 1,219,449 shares of the Company’s common stock, or an aggregate of 2,438,898 shares, representing approximately 37.6% of the Company’s issued and outstanding securities.  As a result of the transfer, the number of shares of common stock beneficially owned by Kok Cheang Lim was reduced from 3,658,348 shares to 1,219,450 shares, or approximately 18.8% of the Company’s issued and outstanding securities.  Mr. Lim did not receive any consideration in connection with the gift of such securities.  The securities were transferred pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933, as amended, and the rules promulgated under Regulation D thereunder.





Effective May 17, 2011, we changed our name to MY Group, Inc. and increased our authorized capital to consist of Five Hundred Million shares of common stock, par value $0.001, and Fifty Million shares of preferred stock, par value $0.001.





Plan of Operation





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





Results of Operations





Comparison of the three months period ended April 30, 2011 and 2010





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





General and administrative expenses.General and administrative expenses were $22,709 for the three months period ended April 30, 2011, an increase of $18,436 or 431.45% compared to operating expenses of $4,273 for the three months period ended April 30, 2010. The increase in general and administrative expenses is attributable to increases in professional fees, transfer agent and general administrative costs.




Business Operations Overview





Net Loss.Our net loss was $22,544 for the three months period ended April 30, 2011 as compared to a net loss of $4,273 for the three months period ended April 30, 2010.  These net losses were due to general and administrative expenses as we are a shell company that has not yet generated any revenues.




Comparison of the six months period ended April 30, 2011 and 2010





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





General and administrative expenses.General and administrative expenses were $59,806 for the six months period ended April 30, 2011, an increase of $53,868 or 907.17% compared to operating expenses of $5,938 for the same period ended April 30, 2010.  The increase in general and administrative expenses is attributable to increases in professional fees, transfer agent and general administrative costs.




10





Business Operations Overview





Net Loss.Our net loss was $18,790 for the six months period ended April 30, 2011 as compared to a net loss of $5,938 for the same period ended April 30, 2010.  These net losses were due to general and administrative expenses as we are a shell company that has not yet generated any revenue. .




Liquidity and Capital Resources





These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has incurred losses since inception resulting in an accumulated deficit of $147,078 as of April 30, 2011 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company acquiring a business and generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.  Management intends to finance operating costs over the next twelve months with loans from our sole director and or private placement of common stock.





Sources of Liquidity.  Our current liabilities were $62,031 as of April 30, 2011 compared to $43,241 as of October 31, 2010.





Net Cash Used In Operating Activities.  Net cash used in operating activities was $57,224, which includes gain on forgiveness of debt of $40,851 and change in accounts payable of $2,582 for the six months period ended April 30, 2011, as compared to $1,665 for the same period ended April 30, 2010.




Net Cash Used in Investing Activities. There was no cash used in investing activities for the six months period ended April 30, 2011 and 2010.





Net Cash Provided By Financing Activities.  Net cash provided by financing activities was $57,224 for the six months period ended April 30, 2011, consisting of proceeds from loans from director for payments made to third parties on behalf of the Company, as compared to $1,665 for the same period ended April 30, 2010.





Off-Balance Sheet Arrangements





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





Critical Accounting Policies and Estimates





Basis of Presentation





The accompanying unaudited financial statements of the Company have been prepared in accordance with the instructions to Form 10-Q of the Securities and Exchange Commission.  Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America.  However, in the opinion of management, the accompanying unaudited financial statements contain all normal and recurring adjustments necessary to present fairly the financial position of the Company as of April 30, 2011 and the related statements of operations and cash flows for the interim period then ended.  The balance sheet amounts as of October 31, 2010 were derived from audited financial statements. For further information, refer to the audited financial statements and related disclosures that were filed by the Company with the Securities and Exchange Commission on Form 10-K for the fiscal year ended October 31, 2010 on February 14, 2011. The interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.




11





Shell Company





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





Use of Estimates and Assumptions





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 of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period.  Actual results could differ from those estimates.








Fair Value of Financial Instruments





The carrying value of cash and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments.  Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.





Income Taxes





The Company follows the accrual method of accounting for income taxes.  Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences).  The effect on the deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.





At April 30, 2011 a full-deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded.





Basic and Diluted Loss Per Share





The Company computes loss per share in accordance with FASB ASC 260 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period.  Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.





The Company has no potential dilutive instruments and, accordingly, basic loss and diluted loss per share are equal.





Recent Accounting Pronouncements





In the quarter ended April 30, 2011, The Financial Accounting Standards Board (“FASB”) has issued ASU No. 2011-02 through ASU No. 2011-03, which is not expected to have a material impact on the financial statements upon adoption.





ITEM 3                   Quantitative and Qualitative Disclosures about Market Risk





Not applicable.




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ITEM 4                   Controls and Procedures





Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures





As of the end of the period covered by this periodic report, our sole officer and director performed an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act.  Based on the evaluation and the identification of the material weaknesses in internal control over financial reporting described below, our sole officer and director concluded that, as of April 30, 2011, the Company's disclosure controls and procedures were not effective.





There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to April 30, 2011.





Because of its inherent limitations, our disclosure controls and procedures may not prevent or detect misstatements.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.





Report of Management on Internal Control Over Financial Reporting





Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13-a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effectuated by the Company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.





Our sole officer and director conducted an assessment of our internal control over financial reporting as of April 30, 2011.  Management's assessment of internal control over financial reporting was conducted using the criteria in Internal Control over Financial Reporting - Guidance for Smaller Public Companies issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").





A material weakness is a deficiency, or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.  In connection with management's assessment of our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act of 2002, we identified the following material weaknesses in our internal control over financial reporting as of April 30, 2011:




1.   The Company has not established adequate financial reporting monitoring activities to mitigate the risk of management override.  Specifically there is a lack of segregation of duties as there are no employees and only one officer and director with management functions.  Although our controls are not effective, these significant weaknesses did not result in any material misstatements in our financial statements.





2.   There is insufficient oversight of accounting principles implementation and insufficient oversight of external audit functions.




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3.   There is a strong reliance on the external auditors to review and adjust the annual and quarterly financial statements, to monitor new accounting principles, and to ensure compliance with GAAP and SEC disclosure requirements.





4.   There is a strong reliance on the external attorneys to review and edit the annual and quarterly filings and to ensure compliance with SEC disclosure requirements.





Because of the material weaknesses noted above, management has concluded that we did not maintain effective internal control over financial reporting as of April 30, 2011, based on Internal Control over Financial Reporting - Guidance for Smaller Public Companies issued by COSO.





Remediation of Material Weaknesses in Internal Control over Financial Reporting





As a small business without a viable business and revenues, the Company does not have the resources to engage a dedicated staff with deep expertise in all facets of SEC disclosure and GAAP compliance.  As is the case with many small businesses, the Company will continue to work with its external auditors and attorneys as it relates to new accounting principles and changes to SEC disclosure requirements. The Company has found that this approach has worked well in the past and believes it to be the most cost effective solution available for the foreseeable future.





The Company also does not have the resources to engage sufficient staff to ensure a complete segregation of responsibilities within the accounting function.  The Company management currently reviews the Company’s financial statements on a monthly basis, and the Company's external auditor conducts reviews on a quarterly basis.  As resources permit, the Company intends to conduct a review of existing sign-off and review procedures and document control protocols for critical accounting spreadsheets and increase management's review of key financial documents and records. The Company believes that these actions, in addition to the improvements identified above, will minimize any risk of a potential material misstatement occurring.





Changes in Internal Control over Financial Reporting





There were no changes in our internal control over financial reporting since the last fiscal quarter ended January 31, 2011 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





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




PART II OTHER INFORMATION






ITEM 1                   Legal Proceedings




We are not a party to any legal or administrative proceedings that we believe, individually or in the aggregate, would be likely to have a material adverse effect on our financial condition or results of operations.








ITEM 1A                Risk Factors





Not applicable.




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ITEM 2                   Unregistered Sales of Equity Securities and Use of Proceeds





Not applicable.





ITEM 3                   Defaults upon Senior Securities





None.





ITEM 4                   (Removed and Reserved)











ITEM 5                   Other Information





None.




ITEM 6                   Exhibits





Exhibit No.
Name of Exhibit3.1
Articles of Incorporation*3.2
Bylaws (1)4.1
Form of common stock certificate (1)31.1
Certification of Chief Executive Officer and Principal Financial Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act.*32.1
Certification of Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*


*  Filed herewith.


(1) Incorporated herein by reference from the Company’s Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on December 14, 2006.








SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.




MY GROUP, INC.By:
/s/ Kok Cheang LimKok Cheang LimPresident, Chief Executive Officer andChief Financial OfficerDate:       June 9, 2011