WEBFOLIO INC.
1129 8 Street S.E. Calgary AB Canada T2G 2Z6
web.folio@yahoo.com
Telephone (403) 863-6225 Fax (810) 963-0278
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December 10, 2012
Ms. Katherine Wray, Attorney-Advisor
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: Webfolio Inc.
Registration Statement on Form S-1
Filed August 1, 2012
File No. 333-182970
Dear Ms. Wray,
Thank you for your assistance in the review of our filing. In response to your
comment letter dated August 27, 2012 we have the following comments. Per your
request we have also updated the financial statements through November 30, 2012
and have updated the numbers throughout the amendment.
General
1. We have added a description of the exemptions available to us due to
the JOBS Act.
2. We have no written materials that are provided in reliance on Section
5(d) of the Securities Act to potential investors that are qualified
institutional buyers or institutional accredited investors. We also
have no research reports about us that are published or distributed in
reliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any
broker or dealer that is participating or will participate in our
offering.
3. We respectfully disagree that we are a shell company. We are a
development stage company with a specific business plan. We have
researched the market place and believe that we have provided a
detailed business plan including the budget we have developed, a
description of our service, our marketing plan and discussions of
competition and risk factors associated with our industry. Since the
initial filing of the Registration Statement we have continued to
develop our website and compiled a database of potential customers. We
plan to implement our business plan as set forth in the Registration
Statement.
Summary of Prospectus, page 3
4. We had revised here and under "Description of Business" to describe
the current status of our business, including the steps we have taken
and the steps that need to be taken in order to launch our service and
begin generating revenues. We have also clarified throughout the
prospectus that we intend to be a real estate buyer management
service, making it easier for serious real estate investors to go
about their primary business which is acquiring buyers and properties
those buyers may be interested in purchasing.
Risk Factors, page 5
5. We have removed or modified certain risk factors to address only
current risks and to clarify the status of our business and our
product.
6. We have added risk factor disclosure that our sole officer and
director would own at least 50% of the outstanding shares.
Because we are small we do not have an audit committee and we do not have
adequate disclosure controls and procedures..., page 6
7. We have removed the last sentence of the risk factor as we believe it
caused confusion. We also note that we have stated that management
believes the disclosure controls are ineffective due to a lack of
segregation of duties with Mr. Thompson being the sole officer and
director.
As an "Emerging Growth Company" under the Jumpstart Our Business Startups
Act..., page 8
8. We have revised based on our current fiscal year end of May 31.
Because there is no public trading market for our common stock..., page 9
9. We have added a risk factor discussing our reporting compliance to be
eligible for quotation on the OTCBB.
Use of Proceeds, page 11
10. We have added a 10% scenario.
11. We have added a discussion of how the amounts in each funding scenario
would be used and how it would affect our business plan.
Dilution of the price you pay for your shares, page 12
12. We have revised to include a table showing the dilution information at
the 10%, 40%, 70% and 100% of offering levels. We have also provided
similar percentage information in the Security Ownership of Certain
Beneficial Owners section.
Terms of the offering, page 14
13. The last sentence has been removed.
Competition, page 19
14. We believe that the competitors provided are our primary competitors
based upon our planned business that has been better defined in the
prospectus.
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Management's Discussion and Analysis or Plan of Operation
Overview, page 22
15. We have revised to clarify the amounts of our budget based on the
different funding scenarios. We have included a discussion of our
current operations and how long we anticipate our current cash will
last in a limited operations scenario.
Results of Operations
From Inception on May 16, 2011 to May 31, 2012, page 25
16. We have revised the disclosure to provide information for an investor
to understand our operations, including a description of the
significant components of our expenses.
Future sales by existing stockholders, page 29
17. We have removed the reference to any shares purchased by the existing
stockholder being immediately resaleable after the offering.
Available Information, page 29
18. We have revised the disclosure in this section.
Consolidated Financial Statements
19. The statements of operations and cash flows have been revised to add
the period of May 16, 2011 (date of inception) to May 31, 2011.
Report of Independent Registered Public Accounting Firm, page F-1
20. The auditor has revised the report to include the correct periods as
required.
21. The auditor has revised the report to reflect his name as registered
with the PCAOB.
Note 1. Nature of Operations
Going Concern, page F-6
22. We have revised the note to comply with FRC 607.02 and paragraph 10 of
PCAOB Interim Auditing Standards AU Section 341.
Exhibit 23.1
23. The auditor has revised his consent.
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We acknowledge and understand that the Company and management are responsible
for the accuracy and adequacy of the disclosures made in our filings.
The Company further acknowledges that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
* the Company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
Sincerely,
/s/ Robin Thompson
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Robin Thompson
Chief Executive Officer & Director
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