UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended September 30, 2009
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[ ] 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 333-151485
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TheWebDigest Corp.
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(Exact name of registrant as specified in its charter)
Florida 26-2569043
------- ----------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
5100 West Copans Road Ste 710 Margate, Florida 33063
- ---------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(954) 599-3672
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(Registrant'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. [X] Yes [ ] No
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 [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a 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 [X] No
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 9,000,000 shares as of October 15,
2009.
THEWEBDIGEST CORP.
FORM 10-Q
Quarter Ended September 30, 2009
Table of Contents
PAGE
PART I - FINANCIAL INFORMATION ----
Item 1 - Financial Statements ......................................... 3
Condensed Balance Sheets
September 30, 2009 (Unaudited) and December 31, 2008 ............... 3
Condensed Statements of Operations (Unaudited)
For the Three and Nine Months ended September 30, 2009.............. 4
Statement of Stockholders Equity/(Deficit)
For the Period September 17, 2007 through September 30, 2009 ....... 5
Condensed Statements of Cash Flows (Unaudited)
For the Nine Months Ended September 30, 2009 ....................... 6
Notes to the Condensed Financial Statements (Unaudited) ............ 7
Item 2 - Management's Discussion and Analysis or Plan of Operation
Financial Condition and Results of Operations ................ 14
Item 4 - Controls and Procedures ...................................... 15
PART II - OTHER INFORMATION
Item 6 - Exhibits ..................................................... 17
Signatures ................................................................ 18
2
ITEM 1. FINANCIAL STATEMENTS
The quarterly financial statements for the period ended September 30, 2009,
prepared by the company, immediately follow.
TheWebDigest Corporation
(A Development Stage Company)
BALANCE SHEET
As of September 30, 2009 (unaudited) and December 31, 2008 (audited)
Unaudited Audited
2009 2008
--------- ---------
ASSETS
CURRENTS ASSETS
Cash ........................................... $ - $ -
-------- --------
TOTAL CURRENT ASSETS ......................... - -
-------- --------
TOTAL ASSETS ..................................... $ - $ -
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accrued Liabilities ............................ $ 3,500 $ 1,500
Accounts Payable ............................... 15,469 469
Payable to Stockholder ......................... 6,842 1,942
-------- --------
TOTAL CURRENT LIABILITIES .................... $ 25,811 $ 3,911
TOTAL LIABILITIES ................................ 25,811 3,911
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock: par value $.001;
100,000,000 shares authorized
9,000,000 shares issued and outstanding ...... 9,000 9,000
Additional paid in capital ..................... - -
Deficit accumulated during the development stage (34,811) (12,911)
-------- --------
TOTAL STOCKHOLDERS' DEFICIT .................. (25,811) (3,911)
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT ...... $ - $ -
======== ========
The accompanying notes are an integral part of these financial statements.
3
TheWebDigest Corporation
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the Period September 17, 2007 (inception) thru September 30, 2009
Cumulative
Amount from
September 17,
For the Three For the Three For the Nine For the Nine 2007
Months Ended Months Ended Months Ended Months Ended (inception) to
September 30, September 30, September 30, September 30, September 30,
2009 2008 2009 2008 2009
------------- -------------- ------------- ------------- --------------
REVENUES
Sales ...................... $ - $ - $ - $ - $ -
Cost of Sales .............. - - - - -
------------ ------------- ------------ ------------ ------------
Gross Profit ................. - - - - -
OPERATING EXPENSES
Administrative and General . 500 - 2,000 2,142 6,142
Legal and Accounting expense 1,000 - 3,000 3,500 11,769
Web Design and Development . 1,500 - 16,900 2,600 16,900
------------ ------------- ------------ ------------ ------------
TOTAL OPERATING EXPENSES . 3,000 - 21,900 8,242 34,811
LOSS FROM OPERATIONS ......... (3,000) - (21,900) (8,242) (34,811)
------------ ------------- ------------ ------------ ------------
OTHER INCOME ................. - - - - -
------------ ------------- ------------ ------------ ------------
TOTAL OTHER INCOME ....... - - - - -
NET OPERATING INCOME (LOSS)
BEFORE INCOME TAXES ......... (3,000) - (21,900) (8,242) (34,811)
------------ ------------- ------------ ------------ ------------
PROVISION FOR INCOME TAXES ... - - - - -
------------ ------------- ------------ ------------ ------------
NET INCOME (LOSS) ............ $ (3,000) $ - $ (21,900) $ (8,242) $ (34,811)
============ ============= ============ ============ ============
BASIC AND DILUTED NET LOSS
PER SHARE ................... ** ** ** **
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING .......... 9,000,000 9,000,000 9,000,000 9,000,000
** Less than .01
The accompanying notes are an integral part of these financial statements.
4
TheWebDigest Corporation
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
UNAUDITED
For the Period September 17, 2007 (inception) thru September 30, 2009
Total
Common Stock Additional Retained Stockholders'
Par Value of $0.001 ------------------- Subscription Paid-in Earnings Equity/
Shares Amount Receivable Capital (Deficit) (Deficit)
--------- ------ ------------ ---------- --------- -------------
Balance at September 17, 2007
(date of inception) ........ - $ - $ - $ - $ - $ -
Common stock issued for
subscription agreement at
September 30,2007 .......... 9,000,000 9,000 (9,000) - - -
Payments on Subscription
Receivable ................. - - 1,500 - - 1,500
Net loss for the period ..... - - - - (1,500) (1,500)
--------- ------ -------- -------- -------- ---------
Balance December 31, 2007 . 9,000,000 9,000 (7,500) - (1,500) 0
Payments on Subscription
Receivable ................. - - 7,500 - - 7,500
Net loss for the year ....... - - - - (11,411) (11,411)
--------- ------ -------- -------- -------- ---------
Balance December 31, 2008 . 9,000,000 9,000 - - (12,911) (3,911)
Net loss for the period ..... - - - - (16,000) (16,000)
--------- ------ -------- -------- -------- ---------
Balance March 31, 2009 .... 9,000,000 9,000 - - (28,911) (19,911)
Net loss for the period ..... - - - - (2,900) (2,900)
--------- ------ -------- -------- -------- ---------
Balance June 30, 2009 ..... 9,000,000 9,000 - - (31,811) (22,811)
Net loss for the period ..... - - - - (3,000) (3,000)
--------- ------ -------- -------- -------- ---------
Balance September 30, 2009 9,000,000 $9,000 $ - $ - $(34,811) $ (25,811)
========= ====== ======== ======== ======== =========
The accompanying notes are an integral part of these financial statements.
5
TheWebDigest Corporation
(A Development Stage Company)
STATEMENT OF CASH FLOWS
UNAUDITED
For the Period September 17, 2007 (inception) thru September 30, 2009
Cumulative
Amount from
September 17,
For the Nine For the Nine 2007
Months Ended Months Ended (inception) to
September 30, September 30, September 30,
2009 2008 2009
------------- ------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) ................................ $ (21,900) $ (8,242) $ (34,811)
Adjustments to reconcile net loss to net
cash used in operations:
Common stock issued for services ................. - - -
Changes in operating liabilities and assets:
Accrued liabilities ............................ 2,000 - 3,500
Accounts payable ............................... 15,000 - 15,469
------------ ------------ ------------
NET CASH USED IN OPERATING ACTIVITIES .............. (4,900) (8,242) (15,842)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase payable to stockholder .................. 4,900 742 6,842
Payments on subscription agreement ............... - 7,500 9,000
------------ ------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES .......... 4,900 8,242 15,842
------------ ------------ ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS - - -
------------ ------------ ------------
CASH AND CASH EQUIVALENTS
Beginning of Period .............................. - - -
End of Period .................................... $ - $ - $ -
============ ============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest ........................... - - -
------------ ------------ ------------
Cash paid for income taxes ....................... - - -
------------ ------------ ------------
The accompanying notes are an integral part of these financial statements.
6
THEWEBDIGEST CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FROM INCEPTION (SEPTEMBER 17, 2007) THROUGH SEPTEMBER 30, 2009
NOTE 1 ORGANIZATION
THEWEBDIGEST CORP. (a development stage enterprise) (the Company) was
formed on September 17, 2007 in the State of Florida. The Company's activities
to date have been primarily directed towards the raising of capital, designing
and beta testing web portal(www.thediabeticdigest.com) and seeking business
opportunities.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - Development Stage Company
- -------------------------------------------------
The Company has not earned any revenue from operations. Accordingly,
the Company's activities have been accounted for as those of a "Development
Stage Enterprise" as set forth in Accounting Standards Codification ("ASC") 915
"Development Stage Entities", which was previously Financial Accounting
Standards Board Statement No. 7 ("SFAS 7"). Among the disclosures required by
SFAS 7 are that the Company's financial statements be identified as those of a
development stage company, and that the statements of operations, stockholders'
equity and cash flows disclose activity since the date of the Company's
inception.
Accounting Method
- -----------------
The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected a fiscal year ending on December
31.
Income Taxes
- ------------
The Company accounts for income taxes as outlined in the Accounting
Standards Codification ("ASC") 740 "Income Taxes", which was previously
Financial Accounting Standards Board (FASB) Statement No. 109, ("Accounting for
Income Taxes" "Statement 109"). Under Statement 109, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. Under Statement 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date. There were no current or deferred income tax
expense or benefits due to the Company not having any material operations for
the period ended September 30, 2009.
Cash Equivalents
- ----------------
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.
7
THEWEBDIGEST CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FROM INCEPTION (SEPTEMBER 17, 2007) THROUGH SEPTEMBER 30, 2009
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-CONT'D
Estimates
- ---------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America 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 reporting period. Actual results could differ from those
estimates.
Determination of fair values involves subjective judgment and estimates
not susceptible to substantiation by auditing procedures. Accordingly, under
current auditing standards, the notes to our financial statements will refer to
the uncertainty with respect to the possible effect of such valuations, and any
change in such valuations, on our financial statements.
Research and development costs
- ------------------------------
Research and development costs are expensed as incurred. Accordingly,
for the period ending September 30, 2009, $1,500 was expensed.
Basic Loss Per Common Share
- ---------------------------
Basic loss per common share has been calculated based on the weighted
average number of shares outstanding during the period after giving retroactive
effect to stock splits. There are no dilutive securities at September 30, 2009
for purposes of computing fully diluted earnings per share.
Share-Based Payments
- --------------------
The Company adopted Accounting Standards Codification ("ASC") 718
"Compensation - Stock Compensation", which was previously Statement of Financial
Accounting standards ("SFAS") No. 123 (Revised December 2004), "Share-Based
Payment" (SFAS No. 123R), which requires the measurement and recognition of
compensation expense for all share-based payment awards made to employees and
directors, including stock options, employee stock purchases related to an
employee stock purchase plan and restricted stock units based on estimated fair
values of the awards over the requisite employee service period. SFAS No. 123R
supersedes Accounting Principles Board Opinion No. 25 ("APB No. 25"),
"Accounting for Stock Issued to Employees", which the company previously
followed in accounting for stock-base awards. In March 2005, the SEC issued
Staff Bulletin No. 107("SAB No. 107"), to provide guidance on SFAS 123R. The
Company has applied SAB No. 107 in its adoption of SFAS No. 123R.
Under SFAS No. 123R, stock-base compensation cost is measured at the
grant date, based on the estimated fair value of the award, and is recognized on
a straight-line basis as expense over the employee's requisite service period.
The Company adopted the provisions of SFAS 123R in its fiscal year ended
December 31, 2007, using the modified prospective application method.
8
THEWEBDIGEST CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FROM INCEPTION (SEPTEMBER 17, 2007) THROUGH SEPTEMBER 30, 2009
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-CONT'D
Share-Based Payments
- --------------------
The valuation provisions of SFAS 123R apply to new awards and to awards
that are outstanding on the effective date (or date of adoption) and
subsequently modified or cancelled; prior periods are not revised for
comparative purposes. Estimated compensation expense for awards outstanding on
the effective date will be recognized over the remaining service period using
the compensation cost calculated for pro forma disclosure under FASB Statement
No. 123, "Accounting for Stock-Based Compensation".
Fair value of Financial Instruments
- -----------------------------------
Financial instruments consist principally of cash, trade and related
party payables, accrued liabilities, short-term obligations and notes payable.
The carrying amounts of such financial instruments in the accompanying balance
sheets approximate their fair values due to their relatively short-term nature.
It is management's opinion that the Company is not exposed to any significant
currency or credit risks arising from these financial instruments.
Related Parties
- ---------------
Related parties, which can be a corporation, individual, investor or
another entity are considered to be related if the party has the ability,
directly or indirectly, to control the other party or exercise significant
influence over the Company in making financial and operating decisions.
Companies are also considered to be related if they are subject to common
control or common significant influence. The Company has these relationships.
New Accounting Pronouncements
- -----------------------------
FASB Accounting Standards Codification
(Accounting Standards Update ("ASU") 2009-01)
In June 2009, FASB approved the FASB Accounting Standards Codification
("the Codification") as the single source of authoritative nongovernmental GAAP.
All existing accounting standard documents, such as FASB, American Institute of
Certified Public Accountants, Emerging Issues Task Force and other related
literature, excluding guidance from the Securities and Exchange Commission
("SEC"), have been superseded by the Codification. All other non-grandfathered,
non-SEC accounting literature not included in the Codification has become
nonauthoritative. The Codification did not change GAAP, but instead introduced a
new structure that combines all authoritative standards into a comprehensive,
topically organized online database. The Codification is effective for interim
or annual periods ending after September 15, 2009, and impacts the Company's
financial statements as all future references to authoritative accounting
literature will be referenced in accordance with the Codification. There have
been no changes to the content of the Company's financial statements or
disclosures as a result of implementing the Codification during the quarter
ended September 30, 2009.
9
THEWEBDIGEST CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FROM INCEPTION (SEPTEMBER 17, 2007) THROUGH SEPTEMBER 30, 2009
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-CONT'D
As a result of the Company's implementation of the Codification during
the quarter ended September 30, 2009, previous references to new accounting
standards and literature are no longer applicable. In the current quarter
financial statements, the Company will provide reference to both new and old
guidance to assist in understanding the impacts of recently adopted accounting
literature, particularly for guidance adopted since the beginning of the current
fiscal year but prior to the Codification.
Subsequent Events
(Included in Accounting Standards Codification ("ASC") 855 "Subsequent Events",
previously SFAS No. 165 "Subsequent Events")
SFAS No. 165 established general standards of accounting for and
disclosure of events that occur after the balance sheet date, but before the
financial statements are issued or available to be issued ("subsequent events").
An entity is required to disclose the date through which subsequent events have
been evaluated and the basis for that date. For public entities, this is the
date the financial statements are issued. SFAS No. 165 does not apply to
subsequent events or transactions that are within the scope of other GAAP and
did not result in significant changes in the subsequent events reported by the
Company. SFAS No. 165 became effective for interim or annual periods ending
after June 15, 2009 and did not impact the Company's financial statements. The
Company evaluated for subsequent events through the issuance date of the
Company's financial statements. No recognized or non-recognized subsequent
events were noted.
Determination of the Useful Life of Intangible Assets
(Included in ASC 350 "Intangibles -- Goodwill and Other", previously FSP SFAS
No. 142-3
"Determination of the Useful Lives of Intangible Assets") FSP SFAS No.
142-3 amended the factors that should be considered in developing renewal or
extension assumptions used to determine the useful life of a recognized
intangible asset under previously issued goodwill and intangible assets topics.
This change was intended to improve the consistency between the useful life of a
recognized intangible asset and the period of expected cash flows used to
measure the fair value of the asset under topics related to business
combinations and other GAAP. The requirement for determining useful lives must
be applied prospectively to intangible assets acquired after the effective date
and the disclosure requirements must be applied prospectively to all intangible
assets recognized as of, and subsequent to, the effective date. FSP SFAS No.
142-3 became effective for financial statements issued for fiscal years
beginning after December 15, 2008, and interim periods within those fiscal
years. The adoption of FSP SFAS No. 142-3 did not impact the Company's financial
statements.
Noncontrolling Interests
(Included in ASC 810 "Consolidation", previously SFAS No. 160 "Noncontrolling
Interests in Consolidated Financial Statements an amendment of ARB No. 51")
10
THEWEBDIGEST CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FROM INCEPTION (SEPTEMBER 17, 2007) THROUGH SEPTEMBER 30, 2009
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-CONT'D
SFAS No. 160 changed the accounting and reporting for minority
interests such that they will be recharacterized as noncontrolling interests and
classified as a component of equity. SFAS No. 160 became effective for fiscal
years beginning after December 15, 2008 with early application prohibited. The
Company implemented SFAS No. 160 at the start of fiscal 2009 and no longer
records an intangible asset when the purchase price of a noncontrolling interest
exceeds the book value at the time of buyout. Any excess or shortfall for
buyouts of noncontrolling interests in mature restaurants is recognized as an
adjustment to additional paid-in capital in stockholders' equity. Any shortfall
resulting from the early buyout of noncontrolling interests will continue to be
recognized as a benefit in partner investment expense up to the initial amount
recognized at the time of buy-in. Additionally, operating losses can be
allocated to noncontrolling interests even when such allocation results in a
deficit balance (i.e. book value can go negative).
The Company presents noncontrolling interests (previously shown as
minority interest) as a component of equity on its consolidated balance sheets.
Minority interest expense is no longer separately reported as a reduction to net
income on the consolidated income statement, but is instead shown below net
income under the heading "net income attributable to noncontrolling interests."
The adoption of SFAS No. 160 did not have any other material impact on the
Company's financial statements.
Consolidation of Variable Interest Entities -- Amended
(To be included in ASC 810 "Consolidation", SFAS No. 167 "Amendments to FASB
Interpretation No. 46(R)")
SFAS No. 167 amends FASB Interpretation No. 46(R) "Consolidation of
Variable Interest Entities regarding certain guidance for determining whether an
entity is a variable interest entity and modifies the methods allowed for
determining the primary beneficiary of a variable interest entity. The
amendments include: (1) the elimination of the exemption for qualifying special
purpose entities, (2) a new approach for determining who should consolidate a
variable-interest entity, and (3) changes to when it is necessary to reassess
who should consolidate a variable-interest entity. SFAS No. 167 is effective for
the first annual reporting period beginning after November 15, 2009, with
earlier adoption prohibited. The Company will adopt SFAS No. 167 in fiscal 2010
and does not anticipate any material impact on the Company's financial
statements.
NOTE 3 GOING CONCERN
The Company's financial statements are prepared using accounting
principles generally accepted in the United States of America applicable to a
going concern that contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has not established
any source of revenue to cover its operating costs. The Company will engage in
very limited activities without incurring any liabilities that must be satisfied
in cash until a source of funding is secured. The Company will offer noncash
consideration and seek equity lines as a means of financing its operations.
11
THEWEBDIGEST CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FROM INCEPTION (SEPTEMBER 17, 2007) THROUGH SEPTEMBER 30, 2009
NOTE 3 GOING CONCERN-CONT'D
If the Company is unable to obtain revenue producing contracts or
financing or if the revenue or financing it does obtain is insufficient to cover
any operating losses it may incur, it may substantially curtail or terminate its
operations or seek other business opportunities through strategic alliances,
acquisitions or other arrangements that may dilute the interests of existing
stockholders.
NOTE 4 INCOME TAXES
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to reverse. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in the statement of
operations in the period that includes the enactment date.
There is no provision for income taxes due to continuing losses. At
September 30, 2009, the Company has net operating loss carryforwards for tax
purposes of approximately $35,000, which expires through 2029. The Company has
recorded a valuation allowance that fully offsets deferred tax assets arising
from net operating loss carryforwards because the likelihood of the realization
of the benefit cannot be established. The Internal Revenue Code contains
provisions that may limit the net operating loss carryforwards available if
significant changes in stockholder ownership of the Company occur.
NOTE 5 RELATED PARTY TRANSACTIONS
On September 30, 2007, the company entered into a subscription
agreement with Mr. Steven Adelstein, its sole shareholder and officer for the
amount of $9,000. Under the terms and conditions of the subscription agreement,
the Company will be advanced cash and cash equivalents as required to pay
operating expenses. The Company issued 9,000,000 common shares as consideration
for this subscription agreement. As of December 31, 2008 the Company has been
advanced all $9,000.
From time to time, the company borrows from Steven Adelstein, its Sole
Shareholder and Officer, funds to operate in a normal course of business.
Accordingly, at September 30, 2009, the company has borrowed $6,842.
The Company does not lease or rent any property. Office space and
services are provided without charge by a director and shareholder. Such costs
are immaterial to the financial statements and, accordingly, have not been
reflected therein. The officers and directors of the Company are involved in
other business activities and may, in the future, become involved in other
business opportunities. If a specific business opportunity becomes available,
such persons may face a conflict in selecting between the Company and their
other business interests. The Company has not formulated a policy for the
resolution of such conflicts.
12
THEWEBDIGEST CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FROM INCEPTION (SEPTEMBER 17, 2007) THROUGH SEPTEMBER 30, 2009
NOTE 6 EQUITY
On September 30, 2007, the company entered into a subscription
agreement with Mr. Steven Adelstein, its sole shareholder and officer for the
amount of $9,000. Under the terms and conditions of the subscription agreement,
the Company will be advanced cash and cash equivalents as required to pay
operating expenses. The Company issued 9,000,000 common shares as consideration
for this subscription agreement. As of December 31, 2008 the Company has been
advanced all $9,000.
NOTE 7 OUR OFFERING
On August 12, 2009, our registration statement on Form S-1 became
effective. The company is in the process of selling 3,000,000 shares of our par
value $0.001 common stock. There are no assurances that these shares or a
portion of these shares will be sold.
NOTE 8 INDEPENDENT CONTRACTOR
The company has entered into an agreement with an independent
contractor to produce and develop the initial five (5) domain names as
informational web sites for a total amount of $30,000. The initial payment of
$15,000 is due March 31, 2009 or within thirty (30) days of the company's Form
S-1 as filed with the Securities and Exchange Commission becomes effective,
whichever is later. At September 30, 2009, the company's filing with the
Securities and Exchange Commission became effective August 12, 2009 and
therefore this payment is classified for financial presentation as an account
payable of $15,000. The balance due to contractor is six (6) months after the
initial payment is paid.
NOTE 9 INTELLECTUAL PROPERTIES
The company owns in excess of 175 domain names having different subject
matters within each specific domain name. The company is currently developing
five (5) domain names for informational web portals. It is the company's policy
to expense all costs related to research and development as these web portals
are produced and developed. reflected therein. The officers and directors of the
Company are involved in other business activities and may, in the future, become
involved in other business opportunities. If a specific business opportunity
becomes available, such persons may face a conflict in selecting between the
Company and their other business interests. The Company has not formulated a
policy for the resolution of such conflicts.
13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
TheWebDigest Corp. has provided the following information concerning the company
and its business for inclusion in this quarterly report. This information
contains statements that constitute "forward looking statements" within the
meaning of the U.S. Private Securities Litigation Reform Act of 1995. Any
statements that express or involve discussions with respect to predictions,
business strategy, budgets, development opportunities or projects, the expected
timing of transactions or their expectations, beliefs, plans, objectives,
assumptions or future events or performance are not statements of historical
fact and may be "forward-looking statements".
Forward-looking statements are based on expectations, estimates and projections
at the time the statements are made that involve a number of known and unknown
risks and uncertainties which could cause actual results or events to differ
materially from those anticipated by TheWebDigest Corp.
COMPANY HISTORY
We are a development stage Company incorporated in September 2007 to establish
ourselves as internet informational portals. We intend to develop and market our
web portals and sell sponsorship rights through various marketing and
advertising procurement channels throughout the United States and foreign
territories. The Company business plan provides for each web portal to have five
(5) individual sponsors that pay an annual fee (to be established as our
marketing program develops) for a rotating sponsorship banner displayed on our
web portal including a hyperlink to the sponsors web site. Our individual web
portals, as developed, contain information specific to the subject matter as
described in each web domain. The sponsorships obtained by us will have a direct
relationship to the specific subject matter that they sponsor. For example, if
our web portal is the www.thediabeticdigest.com, the sponsor will have a direct
correlation to diabetes and accordingly, the web portal will have informational
data specifically for the same subject matter - mainly diabetes. Emphasis will
be placed on the following types of subjects to develop each web portal on a
specific content matter that directly refers to the web domain name (for
example. Diabetes - www.TheDiabeticDigest.com; arthritis -
www.thearthritisdigest.com; vitamins--www.thevitamindigest.com; podiatry -
www.thepodiatrydigest.com., etc.) These are just a few of the intended domain
names in our line of offerings to be developed.
Through September 30, 2009 we had losses from inception (September 17, 2007) of
$34,811. We raised the cash amounts used in these activities from our officer
and accruing a liability with our independent contractor. At September 30, 2009,
we had $0 cash on hand and $0 revenues. For the year ended December 31, 2008, we
had $0 revenues and have losses of $12,911. Our auditors have expressed
substantial doubt about our ability to continue as a going concern. Our
financial statements have been prepared assuming that we will continue as a
going concern.
PLAN OF OPERATION
This section of the prospectus includes a number of forward-looking statements
that reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
"believe", "expect", "estimate", "anticipate", "intend", "project" and similar
expressions, or words which, by their nature, refer to future events. You should
not place undue certainty on these forward-looking statements, which apply only
as of the date of this prospectus. These forward-looking statements are subject
to certain risks and uncertainties that could cause actual results to differ
materially from historical results or our predictions.
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We are a development stage company organized to market web portals on the
internet.
We have not yet generated or realized any revenues from business operations. Our
auditors have issued a going concern opinion. This means there is substantial
doubt that we can continue as an on-going business for the next twelve (12)
months unless we obtain additional capital to pay our bills. This is because we
have not generated any revenues and no revenues are anticipated until we begin
marketing our products to customers. Accordingly, we must raise cash from
sources other than revenues generated such as from the proceeds of loans we
undertake.
From inception (September 17, 2007) to September 30, 2009, the company's
business operations have primarily been focused on developing our business plan
and market research.
GOING CONCERN
Our auditor has issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated revenues and no revenues are anticipated until we
begin our website and start selling visual content images.
RESULTS OF OPERATIONS
We are still in our development stage and have generated no revenues to date.
We incurred operating expenses of ($3,000) for the three months ended September
30, 2009. These expenses consisted of development, general operating expenses
and professional fees incurred in connection with the day to day operation of
our business and the preparation and filing of our reports with the Securities
and Exchange Commission. Our net losses from inception through September 30,
2009 were ($34,811).
LIQUIDITY AND CAPITAL RESOURCES
We are a development stage company and have generated no revenue to date. At
September 30, 2009 our cash in the bank was $0.
Our auditor has issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated revenues and no revenues are anticipated until We
begin our website and start selling visual content images.
ITEM 4. CONTROLS AND PROCEDURES
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange
Act of 1934 as a process designed by, or under the supervision of, the company's
principal executive and principal financial officers and effected 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
accounting principles generally accepted in the United States of America and
includes those policies and procedures that:
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- Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of the
assets of the company;
- Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with accounting principles generally accepted in the United States of
America and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors
of the company; and
- 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.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. 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 or procedures may deteriorate. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Because of the
inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.
As of September 30, 2009 management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and SEC guidance on conducting such assessments. Based on
that evaluation, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described below. This
was due to deficiencies that existed in the design or operation of our internal
controls over financial reporting that adversely affected our internal controls
and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and
procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure
and reporting processes. The aforementioned material weaknesses were identified
by our Sole Officer in connection with the review of our financial statements as
of September 30, 2009.
Management believes that the material weaknesses set forth in items (2) and (3)
above did not have an effect on our financial results. However, management
believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our board of directors results in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures, which could result in a material misstatement in our financial
statements in future periods.
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MANAGEMENT'S REMEDIATION INITIATIVES
In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:
We will create a position to segregate duties consistent with control objectives
and will increase our personnel resources and technical accounting expertise
within the accounting function when funds are available to us. And, we plan to
appoint one or more outside directors to our board of directors who shall be
appointed to an audit committee resulting in a fully functioning audit committee
who will undertake the oversight in the establishment and monitoring of required
internal controls and procedures such as reviewing and approving estimates and
assumptions made by management when funds are available to us.
Management believes that the appointment of one or more outside directors, who
shall be appointed to a fully functioning audit committee, will remedy the lack
of a functioning audit committee and a lack of a majority of outside directors
on our Board.
We anticipate that these initiatives will be at least partially, if not fully,
implemented by June 30, 2010. Additionally, we plan to test our updated controls
and remediate our deficiencies by December 31, 2009.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, which has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS
Exhibit No. Description
- ----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Certification of Principal Executive Officer and Principal
Financial and Accounting Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1 Certification of Principal Executive Officer and Principal
Financial and Accounting Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
__________
* Incorporated by reference, please see our Registration Statement on Form S-1
(file number 333-151485) on the website at www.sec.gov
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SIGNATURES
Pursuant to the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf in Margate, FL, by the undersigned, thereunto duly authorized.
TheWebDigest Corp.
(Registrant)
November 9, 2009 By: /s/ Steven Adelstein
------------------------
Steven Adelstein, President, Director,
Principal Executive Officer and
Principal Financial and Accounting Officer
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