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 28, 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. 3 to Registration Statement on Form S-1
Filed February 5, 2013
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 February 20, 2013 we have the following comments.
General
1. We have disclosed as requested that we are a shell company. The
disclosure has been made on the cover page and in the summary. We have
also added a risk factor and revised the discussion of Rule 144 on
page 28.
Risk Factors
Because we are small we do not have an audit committee and we do not have
adequate disclosure controls and procedures..., page 8
2. We have confirmed that we will be required to provide Management's
conclusions regarding the effectiveness of our disclosure controls and
procedures in our first periodic report following effectiveness. We
have described how the disclosure controls and procedures were
ineffective. We have disclosed our plans to remedy the weaknesses and
have stated no funds from the Offering will be used to do so.
Until we register a class of our securities under Section 12...., page 12
3. We have added a risk factor to address the automatic suspension of our
reporting obligations under section 15(d) of the Exchange Act if we
have less than 300 record holders following completion of the
Offering.
Description of Our Business
Overview, page 18
4. We have revised to clarify that the funding scenarios are dependent on
hypothetical amounts raised in the offering, and if we raise less than
$50,000, we will be forced to extend our target dates and reduce
planned functionality and curtail other spending. We have also
included a cross reference to the Use of Proceeds section.
Specialized Business Services, page 22
5. We have deleted the statements that the current state of cloud-based
services and tools "is a perfect storm" and that we believe that you
can capitalize on "this perfect storm".
Exhibit 23.1
6. 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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