ROYALE GLOBE HOLDING INC. - FORM 10-K

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EXCEL - IDEA: XBRL DOCUMENT - ROYALE GLOBE HOLDING INC.	Financial_Report.xls
EX-32.1 - EXHIBIT 32.1 - ROYALE GLOBE HOLDING INC.	ex321.htm
EX-31.1 - EXHIBIT 31.1 - ROYALE GLOBE HOLDING INC.	ex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

		For the fiscal year ended October 31, 2011

		OR

o		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: 333-1399326

MY GROUP, INC.

(Exact name of registrant as specified in its charter)

NEVADA		20-5913810
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

68, Soi Suphaphong 3 Yak 8, Sirinakarn 40 Road Nonghob, Praver, 10250 Bangkok, Thailand		N/A
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 668-3-1849191

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes o No S

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.Yes o No S

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes S No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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.

Large accelerated filer o Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company S

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

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Common Stock		Outstanding at January 24, 2012
Common Stock, $.001 par value per share		6,487,500 shares

DOCUMENTS INCORPORATED BY REFERENCE: None

TABLE OF CONTENTS

		Page
Part I
Item 1	Business	1
Item 1A	Risk Factors	2
Item 1B	Unresolved Staff Comments	2
Item 2	Properties	3
Item 3	Legal Proceedings	3
Item 4	Removed and Reserved	3
Part II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	3
Item 6	Selected Financial Data.	4
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operation	4
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	8
Item 8	Financial Statements and Supplementary Data	9
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	21
Item 9A	Controls and Procedures	21
Item 9B	Other Information	23
Part III
Item 10	Directors and Executive Officers and Corporate Governance.	23
Item 11	Executive Compensation	25
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	27
Item 13	Certain Relationships and Related Transactions, and Director Independence.	27
Item 14	Principal Accounting Fees and Services	28
Part IV
Item 15	Exhibits, Financial Statement Schedules	29
Signatures		30

PART I

Forward Looking Statements

This Form 10-K contains “forward-looking” statements including statements regarding our expectations of our future operations. For this purpose, any statements contained in this Form 10-K that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control.

These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth, our ability to successfully make and integrate acquisitions, new product development and introduction, existing government regulations and changes in, or the failure to comply with, government regulations, adverse publicity, competition, fluctuations and difficulty in forecasting operating results, change in business strategy or development plans, business disruptions, the ability to attract and retain qualified personnel, the ability to protect technology, and the risk of foreign currency exchange rate. Although the forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. In light of these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Except as required by law, we undertake no obligation to announce publicly revisions we make to these forward-looking statements to reflect the effect of events or circumstances that may arise after the date of this report. All written and oral forward-looking statements made subsequent to the date of this report and attributable to us or persons acting on our behalf are expressly qualified in their entirety by this section.

ITEM 1. DESCRIPTION OF BUSINESS.

We were incorporated under the laws of the State of Nevada on August 25, 2006, as Rohat Resources, Inc. Effective May 2, 2011, we changed our name to MY Group, Inc. Our securities are listed on the Over-the-Counter Bulletin Board under the symbol MYGP. 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.

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 were economically recoverable and never conducted any exploration of the site. Our rights to the claim expired as of September 8, 2008.

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 61.65% 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 $1.00, 100% of the issued and outstanding shares of Greenview Power Inc. (the Company’s wholly owned subsidiary) to Mr. Hynes.

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

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

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

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

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

Insurance

We do not currently maintain property, business interruption and casualty insurance. We intend to obtain such insurance in accordance with customary industry practices of the jurisdiction of the target company upon the acquisition of a target company or the consummation of a business opportunity.

Employees

We do not have any employees. Mr. Lim provides his services as our President, Chief Executive Officer, Chief Financial Officer, Secretary and the sole member of our board of directors without compensation.

Corporation Information

Our principal executive offices are located at 68, Soi Suphaphong 3, Yak 8, Sirinakarn 40 Rd., Nonghob, Praver, 10250 Bangkok, Thailand, Telephone No.: +668-3-1849191, Fax No.: +66-23309198.

ITEM 1A. RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2. PROPERTIES.

Our principal executive offices are located at 68, Soi Suphaphong 3, Yak 8, Sirinakarn 40 Rd., Nonghob, Praver, 10250 Bangkok, Thailand, Telephone No.: +668-3-1849191, Fax No.: +66-23309198. Our premises are provided to us on a rent-free basis by our Chief Executive Officer.

We believe that our current facilities are adequate for our current needs. We intend to secure new facilities or expand existing facilities as necessary to support future growth. We believe that suitable additional space will be available on commercially reasonable terms as needed to accommodate our operations.

ITEM 3. LEGAL PROCEEDINGS.

There are no material pending legal proceedings to which we are a party or to which any of our property is subject, nor are there any such proceedings known to be contemplated by governmental authorities. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.

ITEM 4. REMOVED AND RESERVED.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

(a) Market Information

Shares of our common stock are quoted on the OTCBB under the symbol “MYGP”. There is no established public trading market for our securities and a regular trading market may not develop, or if developed, may not be sustained.

(b) Approximate Number of Holders of Common Stock

As of January 19, 2012, there were 15 shareholders of record of our common stock. Such number does not include any shareholders holding shares in nominee or “street name”.

Holders of our common stock are entitled to receive such dividends as may be declared by our board of directors. We paid no dividends during the periods reported herein, nor do we anticipate paying any dividends in the foreseeable future.

(d) Equity Compensation Plan Information

There are no options, warrants or convertible securities outstanding.

(e) Recent Sales of Unregistered Securities

The information set forth below describes our issuance of securities without registration under the Securities Act of 1933, as amended, during the year ended October 31, 2011, that were not previously disclosed in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K: None.

ITEM 6. SELECTED FINANCIAL DATA.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This discussion summarizes the significant factors affecting the operating results, financial condition, liquidity and cash flows of the Company and its subsidiary for the fiscal years ended October 31, 2011 and 2010. The discussion and analysis that follows should be read together with the section entitled “Forward Looking Statements” and our consolidated financial statements and the notes to the consolidated financial statements included elsewhere in this annual report on Form 10-K.

Except for historical information, the matters discussed in this section are forward looking statements that involve risks and uncertainties and are based upon judgments concerning various factors that are beyond the Company’s control. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report.

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 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.

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 fiscal years ended October 31, 2011 and October 31, 2010

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

Operating Expenses. General and administrative expenses were $75,636 for the year ended October 31, 2011, an increase of $59,859 or 379.4% compared to operating expenses of $15,777 for the year ended October 31, 2010. The increase in general and administrative expenses is attributable to increases in professional service fees incurred in connection with complying with public company requirements. General and administrative expenses are comprised of professional fees, transfer agent and general administrative costs.

Our auditors expressed their doubt about our ability to continue as a going concern unless we are able to raise additional capital and ultimately to generate profitable operations.

Business Operations Overview

Net Loss. Our net loss was $34,785 for the year ended October 31, 2011 as compared to a net loss of $15,777 for the year ended October 31, 2010. The increase in net loss was due to the increase in general and administrative expenses as offset by gain recognized from the forgiveness of debt held by Wan Keung Chak, our former director, and his affiliate, Manson Business and Finance Advisory Company Ltd.

Liquidity and Capital Resources

Sources of Liquidity. Our cash in escrow at October 31, 2011, and 2010 was $0. Our outstanding liabilities were $78,026 as at October 31, 2011, as compared to $43,241 as at October 31, 2010.

Net Cash Used In Operating Activities. Net cash used in operating activities was $64,248 for the year ended October 31, 2011, as compared to $2,733 for the year ended October 31, 2010.

Net Cash Used in Investing Activities. There was no cash used in investing activities for both the years ended October 31, 2011, and October 31, 2010.

Net Cash Provided By Financing Activities. Net cash provided by financing activities was $64,248 for the year ended October 31, 2011, as compared to $2,665 for the year ended October 31, 2010. Net cash provided by financing activities consisted of loans from our director.

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

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to the presentation of our financial condition and results of operations and require management's subjective or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management's current judgments. We believe the following accounting policies are critical in the preparation of our financial statements.

Basis of presentation

These accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

Shell company

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

Use of estimates and assumptions

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

Income taxes

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

The Company 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.

For the years ended October 31, 2011 and 2010, the Company did not have any interest and penalties associated with tax positions. As of October 31, 2011 and 2010, the Company did not have any significant unrecognized uncertain tax positions.

Net loss per share

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

Foreign currencies translation

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

Related parties

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

Fair value measurement

ASC Topic 820-10, “Fair Value Measurements and Disclosures” ("ASC 820-10") establishes a new framework for measuring fair value and expands related disclosures. Broadly, ASC 820-10 framework requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. ASC 820-10 establishes a three-level valuation hierarchy based upon observable and non-observable inputs. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

For financial assets and liabilities, fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. In the absence of active markets for the identical assets or liabilities, such measurements involve developing assumptions based on market observable data and, in the absence of such data, internal information that is consistent with what market participants would use in a hypothetical transaction that occurs at the measurement date.

Fair value of financial instruments

The carrying values of the Company’s financial instruments include accounts payable and accrued liabilities and loan from director. Fair values were assumed to approximate carrying values for these financial instruments because they are short term in nature and their carrying amounts approximate fair values.

Recent accounting pronouncements

In May 2011, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update related to fair value measurements and disclosures to improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with United States GAAP and International Financial Reporting Standards. This guidance includes amendments that clarify the intent about the application of existing fair value measurement requirements, while other amendments change a principle or requirement for measuring fair value or for disclosing information about fair value measurements. Specifically, the guidance requires additional disclosures for fair value measurements that are based on significant unobservable inputs. The updated guidance is to be applied prospectively and is effective for the Company’s interim and annual periods beginning January 1, 2012. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements.

In June 2011, the FASB issued an accounting standard update relating to the presentation of other comprehensive income. The accounting update eliminates the option to present components of other comprehensive income as part of the statement of stockholders’ equity. Instead, companies must report comprehensive income in either a single continuous statement of comprehensive income (which would contain the current income statement presentation followed by the components of other comprehensive income and a total amount for comprehensive income), or in two separate but consecutive statements. This guidance is effective for the Company’s fiscal year beginning January 1, 2012. The Company does not expect the guidance to impact its financial statements.

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

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

MY GROUP, INC.

(Formerly Rohat Resources, Inc.)

INDEX TO FINANCIAL STATEMENTS

	Page

Report of Independent Registered Public Accounting Firm – HKCMCPA Company Limited	10

Report of Independent Registered Public Accounting Firm – Bernstein & Pinchuk, LLP	11

Balance Sheets	12

Statements of Operations Loss	13

Statements of Cash Flows	14

Statements of Changes in Stockholders’ Deficiency	15

Notes to Financial Statements	16 - 20

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and stockholders of

MY Group, Inc.

(Formerly Rohat Resources, Inc.)

We have audited the accompanying balance sheet of MY Group, Inc. (“the Company”) as of October 31, 2011 and the related statements of operations, cash flows and changes in stockholders’ equity for the year ended October 31, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of October 31, 2011 and the results of operations and cash flows for the year ended October 31, 2011 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred substantial losses and capital deficit, all of which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ HKCMCPA Company Limited

HKCMCPA Company Limited

Certified Public Accountants

Hong Kong, China

January [x], 2012

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of

MY Group, Inc.

(Formerly Rohat Resources, Inc.)

We have audited the accompanying balance sheet of MY Group, Inc. (Formerly Rohat Resources, Inc.) (“the Company”) as of October 31, 2010 and the related statement of operations, stockholders’ deficiency and cash flows for the year ended October 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of October 31, 2010 and the results of its operations and its cash flows for the year ended October 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company has incurred significant losses since its inception and has limited capital resources. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Bernstein & Pinchuk LLP

New York, NY

February 11, 2011

MY GROUP, INC.

(Formerly Rohat Resources, Inc.)

BALANCE SHEETS

AS OF OCTOBER 31, 2011 AND 2010

(Currency expressed in United States Dollars (“US$”), except for number of shares)

	As of October 31,
	2011			2010
ASSETS
Current assets:
Cash and cash equivalents	$	-		$	-
TOTAL ASSETS	$	-			-

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Loan from director	$	64,248		$	15,395
Accounts payables and accrued liabilities		13,778			27,846

Total liabilities		78,026			43,241

Stockholders’ deficiency:
Preferred stock, 50,000,000 authorized preferred shares of $0.001 par value, none issued and outstanding		-			-
Common stock, 500,000,000 authorized common shares of $0.001 par value, 6,487,500 shares issued and outstanding as of October 31, 2011 and 2010		6,488			6,488
Additional paid-in capital		78,559			78,559
Accumulated deficit		(163,073	)		(128,288	)

Total stockholders’ deficiency		(78,026	)		(43,241	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	$	-		$	-

See accompanying notes to financial statements.

MY GROUP, INC.

(Formerly Rohat Resources, Inc.)

STATEMENTS OF OPERATIONS LOSS

FOR THE YEARS ENDED OCTOBER 31, 2011 AND 2010

(Currency expressed in United States Dollars (“US$”), except for number of shares)

	Years ended October 31,
	2011			2010

REVENUE	$	-		$	-

COST OF REVENUE		-			-

GROSS PROFIT		-			-

OPERATING EXPENSES:
Selling, general and administrative		75,636			15,777

OPERATING LOSS		(75,636	)		(15,777	)

Other income:
Gain on forgiveness of debt		40,851			-

LOSS BEFORE INCOME TAX		(34,785	)		(15,777	)

Income tax expense		-			-

NET LOSS	$	(34,785	)	$	(15,777	)

Net loss per share – basic and diluted	$	(0.005	)	$	(0.002	)

Weighted average shares outstanding – basic and diluted		6,487,500			6,487,500

See accompanying notes to financial statements.

MY GROUP, INC.

(Formerly Rohat Resources, Inc.)

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED OCTOBER 31, 2011 AND 2010

(Currency expressed in United States Dollars (“US$”))

	Years ended October 31,
	2011			2010

Cash flows from operating activities:
Net loss	$	(34,785	)	$	(15,777	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on forgiveness of debt		(40,851	)		-

Changes in operating assets and liabilities:
Accounts payables and accrued liabilities		11,388			13,044

Net cash used in operating activities		(64,248	)		(2,733	)

Cash flows from financing activities:
Loan from director		64,248			2,665

Net cash provided by financing activities		64,248			2,665

NET CHANGE IN CASH AND CASH EQUIVALENTS		-			(68	)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		-			68

CASH AND CASH EQUIVALENTS, END OF YEAR	$	-		$	-

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-

See accompanying notes to financial statements.

MY GROUP, INC.

(Formerly Rohat Resources, Inc.)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIENCY

FOR THE YEARS ENDED OCTOBER 31, 2011 AND 2010

(Currency expressed in United States Dollars (“US$”), except for number of shares)

	Preferred stock		Common stock						Additional paid-in		Accumulated			Total stockholders’
	No of shares		Amount		No of shares		Amount		capital		deficit			deficiency

Balance as of October 31, 2009		-	$	-		6,487,500	$	6,488	$	78,559	$	(112,511	)	$	(27,464	)

Net loss for the year		-		-		-		-		-		(15,777	)		(15,777	)

Balance as of October 31, 2010		-		-		6,487,500		6,488		78,559		(128,288	)		(43,241	)

Net loss for the year		-		-		-		-		-		(34,785	)		(34,785	)

Balance as of October 31, 2011		-	$	-		6,487,500	$	6,488	$	78,559	$	(163,073	)	$	(78,026	)

See accompanying notes to financial statements.

MY GROUP, INC.

(Formerly Rohat Resources, Inc.)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED OCTOBER 31, 2011 AND 2010

(Currency expressed in United States Dollars (“US$”), except for number of shares)

1.	ORGANIZATION AND BUSINESS BACKGROUND

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

2.	GOING CONCERN UNCERTAINTIES

These financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.

As of October 31, 2011, the Company has sustained continuous loss since inception resulting in an accumulated deficiency of $78,026 and further losses are anticipated in the development of its new business opportunities. Currently, the Company has been provided working capital by a director and is seeking the suitable acquisition/merger opportunities. However, these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company is dependent upon the financial support of shareholders. Management believes that these actions will enable the Company to continue its operations in the next twelve months. As a result, these financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of the Company’s ability to continue as a going concern.

MY GROUP, INC.

(Formerly Rohat Resources, Inc.)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED OCTOBER 31, 2011 AND 2010

(Currency expressed in United States Dollars (“US$”), except for number of shares)

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

l	Basis of presentation

These accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

l	Shell company

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

l	Use of estimates and assumptions

l	Income taxes

l	Net loss per share

MY GROUP, INC.

(Formerly Rohat Resources, Inc.)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED OCTOBER 31, 2011 AND 2010

(Currency expressed in United States Dollars (“US$”), except for number of shares)

l	Foreign currencies translation

l	Related parties

l	Fair value measurement

l	Fair value of financial instruments

l	Recent accounting pronouncements

MY GROUP, INC.

(Formerly Rohat Resources, Inc.)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED OCTOBER 31, 2011 AND 2010

(Currency expressed in United States Dollars (“US$”), except for number of shares)

4. LOAN FROM DIRECTOR

As of October 31, 2011 and 2010, loan from director represented temporary borrowing for the Company’s working capital purposes from a director, which was unsecured and interest-free, with no fixed terms of repayment. The imputed interest on the loan from director was not significant.

5. INCOME TAX

For the years ended October 31, 2011 and 2010, the Company suffered from continuous operating loss.

As of October 31, 2011, the Company incurred $163,073 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards begin to expire in 2031, if unutilized. The Company has provided for a full valuation allowance against the deferred tax assets of $57,076 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

	As of October 31,
	2011			2010
Deferred tax assets:
Net operating loss carryforwards	$	57,076		$	44,800
Less: valuation allowance		(57,076	)		(44,800	)
Deferred tax assets	$	-		$	-

6. STOCKHOLDERS’ EQUITY

Effective May 17, 2011, the Company increased its authorized capital consisting of 500,000,000 shares of common stock, par value $0.001, and 50,000,000 shares of preferred stock, par value $0.001.

MY GROUP, INC.

(Formerly Rohat Resources, Inc.)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED OCTOBER 31, 2011 AND 2010

(Currency expressed in United States Dollars (“US$”), except for number of shares)

For the years ended October 31, 2011 and 2010, there were no shares of common, preferred stock, stock options or warrants issued.

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

7. RELATED PARTY TRANSACTIONS

On February 10, 2011, Wan Keung Chak, a former director of the Company, agreed to forgive the balance of the loan due to him amounting to $15,395 as of October 31, 2010. The Company recorded a gain from forgiveness of indebtedness for that amount.

On February 10, 2011, Manson Business and Finance Advisory Company Ltd. (“Manson”), 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 October 31, 2011, Manson had settled on-behalf of the Company a total of $25,456 towards such liabilities.

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 Kok Cheang Lim 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.

For the year ended October 31, 2011, Kok Cheang Lim, the sole officer and director of the Company has loaned monies to pay for certain expenses incurred. These loans are interest free and there is no specific time for repayment. The balance due to the director as of October 31, 2011 is $64,248.

For the year ended October 31, 2011, the Company utilized office space owned by a director and stockholder at no charge. Such costs are immaterial to the financial statements and accordingly are not reflected herein.

8. SUBSEQUENT EVENT

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after October 31, 2011 up through the date was the Company issued the audited financial statements. During the period, the Company did not have any material recognizable subsequent events.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

On November 22, 2011, our board of directors approved the engagement of HKCMCPA Company Limited (“HKCM”), as our new independent registered public accounting firm and dismissed Bernstein & Pinchuk LLP (“B&P”), our former independent registered public accounting firm. The engagement of HKCM and dismissal of B&P was previously reported in the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 23, 2011.

ITEM 9A. CONTROLS AND PROCEDURES.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

As of the end of the period covered by this annual 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 October 31, 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 October 31, 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.

Kok Cheang Lim, our sole officer and director, has conducted an assessment of our internal control over financial reporting as of October 31, 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 October 31, 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.

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 October 31, 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 install 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 worked well in the past and believes it to be the most cost effective solution available for the foreseeable future.

The Company will conduct a review of existing sign-off and review procedures as well as document control protocols for critical accounting spreadsheets. The Company will also increase management's review of key financial documents and records.

As a small business, the Company does not have the resources to fund sufficient staff to ensure a complete segregation of responsibilities within the accounting function. However, Company management does review, and will increase the review of, financial statements on a monthly basis, and the Company's external auditor conducts reviews on a quarterly basis. We believe that these actions, in addition to the improvements identified above, will minimize any risk of a potential material misstatement occurring.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation requirements by the company’s registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the fourth quarter ended October 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.

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Set forth below are the present directors and executive officers of the Company. Note that there are no other persons who have been nominated or chosen to become directors nor are there any other persons who have been chosen to become executive officers. There are no arrangements or understandings between any of the directors, officers and other persons pursuant to which such person was selected as a director or an officer. Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and have qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified.

Name of Beneficial Owner	Amount (number of shares)		Percentage of Outstanding Shares of Common Stock
Kok Cheang Lim (1)	1,219,450		18.8		%

All executive officers and directors as a group (one person)		1,219,450		18.8	%

(1) 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.

Family Relationships

There are no family relationships between any of our directors or executive officers.

Biographies

Set forth below are brief accounts of the business experience during the past five years of each director, executive officer and significant employee of the Company.

Kok Cheang Lim, age 51, joined us as our President, Chief Executive Officer, Chief Financial Officer, Secretary and the sole member of our Board of Directors on December 31, 2010. Mr. Lim is currently the President of Mei Yuan Trading (Thailand) Company Ltd., a manganese mining company based out of Thailand. Prior to joining Mei Yuan Trading (Thailand) Company Ltd. in November, 2008, he founded Sky Base Industry, a health food and skin care cosmetic distribution business in Malaysia, and served as its managing director from January, 2008 to December, 2009. From 2007 to December, 2008, Mr. Lim was the owner of Miki Video, the largest video store in northern Malaysia. Mr. Lim is fluent in Malay, Chinese, Thai and English. We believe that Mr. Lim’s diversified financial and business experience and familiarity with the Southeast Asian business environment qualifies him to serve as our director.

Involvement in Certain Legal Proceedings

No executive officer or director has been involved in the last ten years in any of the following:

·	Any bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

·	Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

·	Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

·	Being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

Being the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation respecting financial institutions or insurance companies, including but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity; or

Being the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Board Committees and Audit Committee Financial Expert

We do not currently have a standing audit, nominating or compensation committee of the board of directors, or any committee performing similar functions. Our board of directors performs the functions of audit, nominating and compensation committees. As a public company with no or nominal operations, no member of our board of directors qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act.

Director Nominations

As of October 31, 2011, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. We have not established formal procedures by which security holders may recommend nominees to the Company’s board of directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended October 31, 2011: (i) Intrepid Capital, LLC failed to file the required Forms 4 and 5 relating to the disposition of securities by Intrepid Capital, LLC to Kok Cheang Lim, our former Chief Executive Officer, Chief Financial Officer, President and Secretary, on November 23, 2010; and (ii) Kok Cheang Lim failed to timely file a Form 3 relating to his acquisition of 3,658,348 shares, or approximately 56.39%, of our common stock on November 23, 2010. Except as set forth above, our officers, directors and greater than 10% percent beneficial owners timely filed all reports required by Section 16(a) of the Securities Exchange Act.

Code of Ethics

As a public company with no or nominal operations, we have not adopted a code of ethics. We intend to adopt a code of ethics for our senior officers, including our principal executive officer, principal financial officer, principal accounting officer or controller and any person who may perform similar functions as we acquire an operating business or consummate a business opportunity.

ITEM 11. EXECUTIVE COMPENSATION.

Compensation Discussion and Analysis

Our sole director and executive officer currently receives no compensation for his services as director and executive officer of the Company. After we commence operations and begin generating revenue, we expect to develop a compensation program for our named executive officers and consultants, including Kok Cheang Lim, which will be reviewed by our board of directors. We further expect that the specific direction, emphasis and components of our executive compensation programs will evolve. Factors that may affect our compensation policies include the hiring of full-time employees, our future revenue growth and profitability, the implementation of our business plan and strategy and increasing complexity of our business.

The entire board of directors performs the functions that would be performed by a compensation committee. All of the directors participate in deliberations concerning the compensation paid to executive officers, including Kok Cheang Lim. The directors determine the compensation of the Company’s executives by assessing the value of each of its executives and collectively determine the amount of compensation required to retain the services of the company’s executives. We base the amount of compensation for our executives on negotiations between us and the executive. We did not perform any formal third party benchmarking or other market analysis with respect to the amount of such executive’s compensation

In approving compensation necessary to attract and retain our present executive officers, the board of directors concluded that the salary provided to our executive officer is reasonable considering the nascent stage of development of our business. The objective of the compensation plan is to provide our executives with competitive remuneration for their skills such that we can retain our personnel for an extended period of time. We will review our compensation programs from time to time and take Company performance as well as general market conditions into account when implementing our compensation programs.

Summary Compensation Table

The following summary compensation table sets forth the aggregate compensation we paid or accrued during the fiscal years ended October 31, 2011 and October 31, 2010 to (i) our Chief Executive Officer (principal executive officer), (ii) our two most highly compensated executive officers other than the principal executive officer who were serving as executive officers on October 31, 2011 whose total compensation was in excess of $100,000, and (iii) up to two additional individuals who would have been within the two-other-most-highly compensated but were not serving as executive officers on October 31, 2011.

Name and Principal Position	Fiscal Year	Salary ($)		Bonus ($)		Option Awards ($)		All Other Compensation ($)		Total ($)

Kok Cheang Lim (1)	2011		0		0		0		0		0
(Chief Executive Officer, President, Chief Financial Officer, Secretary)	2010		0		0		0		0		0

Kwok Keung Liu (2)	2010		0		0		0		0		0
(Chief Executive Officer, Chief Financial Officer, Secretary and President)

___________________________

(1)	Kok Cheang Lim was appointed to serve as our Chief Executive Officer, President, Chief Financial Officer, Secretary and the sole member of our board of directors on December 31, 2010.

(2)	Kwok Keung Liu resigned from his positions as Chief Executive Officer, Chief Financial Officer, President and Secretary of the Company on December 31, 2010.

Narrative disclosure to Summary Compensation

Kok Cheang Lim, our sole executive officer, is not a party to any written employment agreement with us. Except as described below, our executive officer does not receive compensation in connection with his services as an executive officer of the Company. Our executive officer is entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with his services on our behalf.

Equity Awards

There are no options, warrants or convertible securities outstanding. At no time during the last fiscal year with respect to any of any of our executive officers was there:

	●	any outstanding option or other equity-based award repriced or otherwise materially modified (such as by extension of exercise periods, the change of vesting or forfeiture conditions, the change or elimination of applicable performance criteria, or the change of the bases upon which returns are determined;
	●	any waiver or modification of any specified performance target, goal or condition to payout with respect to any amount included in non-stock incentive plan compensation or payouts;
	●	any option or equity grant;
	●	any non-equity incentive plan award made to a named executive officer;
	●	any nonqualified deferred compensation plans including nonqualified defined contribution plans; or
	●	any payment for any item to be included under All Other Compensation in the Summary Compensation Table.

Compensation of Directors

During our fiscal year ended October 31, 2011, we did not provide compensation to our director for serving as our director. We currently have no formal plan for compensating our director for his services in his capacity as director, although we may elect to issue stock options to such person from time to time. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.

Compensation Committee Interlocks and Insider Participation

Our board of directors is comprised of Kok Cheang Lim, our President, Chief Executive Officer, Chief Financial Officer and Secretary. The entire board of directors performs the functions that would be performed by a compensation committee. All of the directors participate in deliberations concerning the compensation paid to executive officers.

Compensation Committee Report

Our board of directors has reviewed and discussed the Compensation Discussion and Analysis in this report with management. Based on its review and discussion with management, the board of directors recommended that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K for the fiscal year ended October 31, 2011. The material in this report is not deemed filed with the SEC and is not incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made on, before, or after the date of this Report on Form 10-K and irrespective of any general incorporation language in such filing.

Submitted by the sole member of the board of directors:

Kok Cheang Lim

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth, as of January 24, 2012, certain information with regard to the record and beneficial ownership of the Company’s common stock by (i) each person known to the Company to be the record or beneficial owner of 5% or more of the Company’s common stock, (ii) each director of the Company, (iii) each of the named executive officers, and (iv) all executive officers and directors of the Company as a group:

Name of Beneficial Owner(1)	Amount (number of shares)		Percentage of Outstanding Shares of Common Stock(2)
Kok Cheang Lim (3)	1,219,450		18.8		%
Changhai Fu (4)		1,219,449		18.8	%
Xiulan Tang (4)		1,219,449		18.8	%

All executive officers and directors as a group (one person)		1,219,450		18.8	%

______________________


(1)	Except as otherwise indicated, the address of each beneficial owner is c/o MY Group, Inc., 68, Soi Suphaphong 3, Yak 8, Sirinakarn 40 Rd., Nonghob, Praver, 10250 Bangkok, Thailand.
(2)	Applicable percentage ownership is based on 6,487,500 shares of common stock outstanding as of January 24, 2012, together with securities exercisable or convertible into shares of common stock within 60 days of January 24, 2012. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock that a person has the right to acquire beneficial ownership of upon the exercise or conversion of options, convertible stock, warrants or other securities that are currently exercisable or convertible or that will become exercisable or convertible within 60 days of January 24, 2012, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the number of shares beneficially owned and percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
(3)	On December 31, 2010, Kok Cheang Lim was appointed to serve as our Chief Executive Officer, President, Chief Financial Officer, Secretary and the sole member of our board of directors.
(4)	On April 26, 2011, Kok Cheang Lim gifted to each of Changhai Fu and Xiulan Tang 1,219,449 shares, or an aggregate of 2,438,898 shares, of our common stock.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

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.

During the year ended October 31, 2010, Wan Keung Chak, a former director, loaned monies to us to pay for certain expenses incurred. These loan(s) were interest free and there was no specific time for repayment. The balance due Mr. Chak and the related party as of October 31, 2010, were $15,395. On February 10, 2011, Mr. Chak agreed to forgive the balance of the loan due to him amounting to $15,395, and the Company recorded a gain from forgiveness of indebtedness for that amount.

On April 26, 2011, Kok Cheang Lim, the sole director, Chief Executive Officer, Chief Financial Officer and Corporate Secretary of the Company, gifted to each of Changhai Fu and Xiulan Tang, each a Recipient, 1,219,449 shares, or approximately 18.8%, of our issued and outstanding common stock, representing an aggregate of 2,438,898 shares, or approximately 37.6%, of our issued and outstanding common stock. 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. The transfer of such shares was made pursuant to the terms of a Stock Gifting Agreement between each Recipient and Mr. Lim. The Stock Gifting Agreements are filed as Exhibit 1 to Schedule 13D filed by Mr. Fu with the Securities and Exchange Commission on April 27, 2011, and Exhibit 1 to Schedule 13D filed by Ms. Tang with the Securities and Exchange Commission on April 27, 2011.

We believe that all related party transactions were on terms at least as favorable as we would have secured in arm’s-length transactions with third parties. Except as set forth above, we have not entered into any material transactions with any director, executive officer, and promoter, beneficial owner of five percent or more of our common stock, or family members of such persons.

Director Independence

Our board of directors currently consists of Kok Cheang Lim, who is also our President, Chief Executive Officer, Chief Financial Officer and Secretary. As a company with no or nominal operations, we have not adopted a standard of independence nor do we have a policy with respect to independence requirements for our board members or that a majority of our board be comprised of “independent directors.” As of the date hereof, none of our directors would qualify as “independent” under standards of independence set forth by a national securities exchange or an inter-dealer quotation system.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

On November 22, 2011, we concurrently approved the engagement of HKCMCPA Company Limited (“HKCM”), and the dismissal of Bernstein & Pinchuk LLP (“B&P”), as our new independent registered public accounting firm. All audit work relating to fiscal years ended October 31, 2011 and 2010 were performed by the full time employees of HKCM and B&P, respectively.

Our board of directors does not have an audit committee. The functions customarily delegated to an audit committee are performed by our full board of directors. Our board of directors approves in advance, all services performed by our auditors. Our board of directors has considered whether the provision of non-audit services is compatible with maintaining the principal accountant’s independence, and has approved such services.

The following table sets forth fees billed by our auditors during the last two fiscal years for services rendered for the audit of our annual consolidated financial statements and the review of our quarterly financial statements, services by our auditors that are reasonably related to the performance of the audit or review of our consolidated financial statements and that are not reported as audit fees, services rendered in connection with tax compliance, tax advice and tax planning, and all other fees for services rendered.

	October 31, 2011		October 31, 2010

Audit fees	$	13,500	$	9,500

Audit related fees		-		-

Tax fees		-		-

All other fees		-		-

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

The following documents are filed as part of this report:

(1)	Financial Statements

Financial Statements are included in Part II, Item 8 of this report.

(2)	Financial Statement Schedules

No financial statement schedules are included because such schedules are not applicable, are not required, or because required information is included in the consolidated financial statements or notes thereto.

(3)

Exhibits

Exhibit No.		Name of Exhibit
3.1		Amended and Restated Articles of Incorporation (1)
3.2		Bylaws (2)
4.1		Form of common stock certificate (2)
10.1		Share Sale Agreement, dated October 12, 2010, by and among Lim Kok Cheang, Ong Kok Meng, Law Mei Yeng, Ng Wei Yee and Tay Chee Seong, as Purchasers on the one hand, and Intrepid Capital LLC, Gulf Asset Management LLC, Ho Lam Cheong and Ling Macadam, as Sellers, on the other hand (3)
10.2		Stock Gifting Agreement, dated April 26, 2011, by and between Lim Kok Cheang and Fu Changhai (4)
10.3		Stock Gifting Agreement, dated April 26, 2011, by and between Lim Kok Cheang and Tang Xiulan (5)
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.*

EX-101.INS		XBRL INSTANCE DOCUMENT*
EX-101.SCH		XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT*
EX-101.CAL		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE*
EX-101.DEF		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE*
EX-101.LAB		XBRL TAXONOMY EXTENSION LABELS LINKBASE*
EX-101.PRE		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE*

* Filed herewith.

(1) Incorporated herein by reference from Exhibit 1 to Definitive Schedule 14C filed with the Securities and Exchange Commission on April 27, 2011.

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

(3) Incorporated by reference from Exhibit 10.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on January 18, 2011.

(4) Incorporated herein by reference from Exhibit 1 to Schedule 13D filed by Changhai Fu with the Securities and Exchange Commission on April 28, 2011.

(5) Incorporated herein by reference from Exhibit 1 to Schedule 13D filed by Xiulan Tang with the Securities and Exchange Commission on April 28, 2011.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.
	(Registrant)

	By:	/s/Kok Cheang Lim
		Kok Cheang Lim
		President and Chief Executive Officer

	Dated:	January 26, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant, and in the capacities and on the dates indicated:

Signature	Title	Date

/s/ Kok Cheang Lim	President, Chief Executive Officer
Kok Cheang Lim	Chief Financial Officer and Director	January 26, 2012
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

ROYALE GLOBE HOLDING INC. - FORM 10-K - January 26, 2012

Attached files

ROYALE GLOBE HOLDING INC. Reports