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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February 5, 2013
Ms. Katherine Wray, Attorney-Advisor
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: Webfolio Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed December 10, 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 December 31, 2012 we have the following comments.
GENERAL
1. We have revised to add better disclosure on the exemptions of the JOBS
Act.
2. Under Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the
Securities and Exchange Act of 1934, (the "Rule"), a shell company is
defined as a registrant that has (1) no or nominal operations and (2)
either (x) no or nominal assets; (y) assets consisting of cash or cash
equivalents; or (z) assets consisting of any amount of cash and cash
equivalents and nominal other assets. In reviewing the Rule and
applying the facts, the Company noted among other things the
following: (i) that the Note to the Rule states that for purposes of
this definition, the determination of a registrant's assets (including
cash and cash equivalents) is based solely on the amount of assets
that would be reflected on the registrant's balance sheet prepared in
accordance with generally accepted accounting principles, and (ii)
that in adopting the definition of shell company in SEC Release No.
33-8587 (the "Release"), the Commission stated that it intentionally
did not define the term "nominal" and it did not set a quantitative
threshold of what constitutes a shell company. As such, the threshold
of what is "nominal: is based on the facts and circumstances of each
individualized case.
While the company is a development stage company, it is not a shell
company as defined in Rule 405 of the Securities Act of 1933, as
amended. The Company has a very specific business purpose and has been
active in its operations with respect to developing its business plan.
Some of the relevant facts that the company finds pertinent in its
classification as a non-shell are (i) a very specific business purpose
(ii) a bona fide plan of operations, (iii) revenue generation strategy
and (iv) and operating expenses. The Company's business plan is to
develop, market and sell our web-based real estate buyer management
service to real estate investors. Our target market is professional
real estate investors whom we define as someone who spends at least
25% of their time working on their real estate investment business. We
anticipate the company's web-based application will include the
following features: a user profile, as well as a property listing
feature, to assist the real estate investor in managing his time and
property listings; a buyer manager feature to allow the investor to
list and profile his buyers and then match those buyers to properties
the investor has for sale; an email/letter feature to generate text
flyers and property presentations to the investor's buyers with status
follow up; and a template/form feature to manage a variety of real
estate related agreements and documents. It will cover the lifecycle
of selling the real estate investor's properties from managing initial
buyer information to generating agreements which clarifies the
purchase terms and conditions. When the design and programming of the
buyer management service is completed and tested, we will offer it for
sale through an initial annual subscription
In furtherance of its business plan, the Company has:
- Secured our URL address: mylistsonline.com; the company also has
secured the following associated URLs: www.mylistsonline.ca,
www.mylistsonline.us, www.mylistsonline.biz and
www.mylistsonline.net.
Approximate costs of URLS and hosting - $250.
- Sought cost estimates for design and programming of web-based
application; URL and hosting fees were approximately $250
- Mapped out preliminary flow chart and layout of the application's
navigation pages that will include Home Page, User Profile, My
Tasks, My Calendar, Buyers List, Properties List,
Buyer/PropertyActivity, Target Emails/Letters, Reports/Templates,
Help and Contact Us
- Selected Google App Engine and its database services offered
through the Google App Engine platform as the company's
deployment target; (Google App Engine is a unique hosting
platform that allows you to build applications and run them in
Google's data centers using its global infrastructure);
- Installed an open source code editor that will help simplify our
integration and deployment activities (Open source refers to a
program in which the source code is available to the general
public for use and/or modified from its original design);
- Developed website subscriber agreement including terms of service
ownership, document storage, links to 3rd party websites, conduct
of use;
- Developed Privacy Policy for subscribers to safeguard customer
information and communications;
- Researched ad server sites that will allow partner/banner ads to
be included on website for added revenue including Google Adsense
as an affiliate partner to bring more traffic to the site;
- Developed one page description of company's buyer management
service and contact information to begin building database of
potential real estate investors who will participate in test
marketing service;
- Contacted several real estate investor associations including the
Canada Real Estate Investment Club and various Calgary, Alberta
real estate investment clubs to participate in test marketing
service; Developed a revenue generating strategy by offering
subscriptions to real estate investors for using company's
service;
- Developed a revenue generating strategy by offering subscriptions
to real estate investors for using company's service.
- The Company's management is involved in the day to day
operations.
- Since May 16, 2011 (inception) through November 30, 2012, the
company had an operating loss of $5,034 for activities related to
our company's development and operations.
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The foregoing actions taken by the company demonstrate the company's
high level of commitment towards establishing a legitimate business
pursing opportunities for its development. We are not a `shell
company' as defined by Rule 405 of the Securities Act, but a
development company with a limited operating history.
SUMMARY OF PROSPECTUS
General Information About Our Company, page 3
3. We have addressed each of the bullet points from your letter.
4. We have addressed each of the bullet points from your letter.
BECAUSE WE ARE SMALL WE DO NOT HAVE AN AUDIT COMMITTEE AND WE DO NOT HAVE
ADEQUATE DISCLOSURE CONTROLS AND PROCEDURES..., PAGE 8
5. We have revised the disclosure to address the ineffective controls and
procedures and how the company plans to remedy them in the future.
AS AN "EMERGING GROWTH COMPANY" UNDER THE JUMPSTART OUR BUSINESS STARTUPS
ACT..., PAGE 11
6. We have revised the wording of the risk factor and feel our new
disclosure is more appropriate.
BECAUSE THERE IS NO PUBLIC TRADING MARKET FOR OUR COMMON STOCK ..., PAGE 11
7. We have added a risk factor discussing the reporting obligations under
Section 15(d).
USE OF PROCEEDS, PAGE 13
8. We have revised to define "minimum operations" and provided more
detail on the functionalities based on different funding scenarios.
9. We have revised to clarify Programming, Online Project Management and
Telecommunications and Internet and how each would allow us to achieve
our milestones.
10. We have revised the disclosure to address operations over the next 12
months rather than 4-6 months.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
OVERVIEW, PAGE 27
11. We have revised to clarify the amount of our budget and the specific
operations and costs included in minimum operations. We have also
revised to discuss the milestones included in the 12-month budget and
the amount of capital that must be raised in order to sustain
operations.
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RESULTS OF OPERATIONS, PAGE 30
FROM INCEPTION ON MAY 16, 2011 TO MAY 31, 2012, PAGE 25
12. We have updated the discussion with the November 30, 2012 financial
statements.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, PAGE 33
13. We have corrected the table and included the percentage of shares
owned by management in the different funding scenarios.
CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, PAGE F-1
14. The auditor has revised the report to include the correct periods as
required.
15. The auditor has revised the report to reflect his name as registered
with the PCAOB.
EXHIBIT 23.1
16. The auditor has revised his consent.
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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