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 FEBRUARY 28, 2013
Commission file number 333-182970
WEBFOLIO INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
1129 8 Street S.E. Calgary AB Canada T2G 2Z6
(Address of principal executive offices, including zip code)
(403)863-6225
(Telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 last 90 days. YES [ ] NO [ ]
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 (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). YES [X] 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,"
"non-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]
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: 5,000,000 shares as of May 16, 2013
ITEM 1. FINANCIAL STATEMENTS
WEBFOLIO INC.
(A Development Stage Company)
Balance Sheets
--------------------------------------------------------------------------------
February 28, May 31,
2013 2012
-------- --------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash $ 8,180 $ 8,916
Other current assets -- 11
-------- --------
TOTAL CURRENT ASSETS 8,180 8,927
-------- --------
TOTAL ASSETS $ 8,180 $ 8,927
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 685 $ --
Officer advances 4,960 89
-------- --------
TOTAL CURRENT LIABILITIES 5,645 89
-------- --------
TOTAL LIABILITIES 5,645 89
-------- --------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, ($0.0001 par value, 130,000,000 shares
authorized; 5,000,000 shares issued and outstanding
as of February 28, 2013 and May 31, 2012 500 500
Additional paid-in capital 9,500 9,500
Deficit accumulated during development stage (7,465) (1,162)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 2,535 8,838
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 8,180 $ 8,927
======== ========
See Notes to Financial Statements
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WEBFOLIO INC.
(A Development Stage Company)
Statements of Operations
--------------------------------------------------------------------------------
Cumulative from
May 16, 2011
Nine Months (inception)
Period Ended Year Ended through
February 28, May 31, February 28,
2013 2012 2013
------------ ------------ ------------
REVENUES
Revenues $ -- $ -- $ --
------------ ------------ ------------
TOTAL REVENUES -- -- --
OPERATING COSTS
Professional expenses 2,250 -- 2,250
Administrative expenses 4,042 594 4,810
Taxes and licences -- 568 405
------------ ------------ ------------
TOTAL OPERATING COSTS 6,292 1,162 7,465
------------ ------------ ------------
NET INCOME (LOSS) (6,292) (1,162) (7,465)
============ ============ ============
BASIC EARNINGS PER SHARE $ (0.00) $ (0.00) $ (0)
============ ============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING $ 5,000,000 $ 5,000,000 $ 5,000,000
============ ============ ============
See Notes to Financial Statements
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WEBFOLIO INC.
(A Development Stage Company)
Statements of Cash Flow
--------------------------------------------------------------------------------
Cummulative
May 16, 2011
Nine Months (inception)
Period Ended Year Ended through
February 28, May 31, February 28,
2013 2012 2013
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (6,292) $ (1,162) $ (7,465)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Increase in other current asset (12)
Increase (decrease) in accounts payable 685 -- 685
Increase (decrease) in officer advances 4,872 89 4,960
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (735) (1,085) (1,820)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock -- 500 500
Additional paid-in capital -- 9,500 9,500
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES -- 10,000 10,000
-------- -------- --------
NET INCREASE (DECREASE) IN CASH (735) 8,916 8,180
CASH AT BEGINNING OF PERIOD 8,916 -- --
-------- -------- --------
CASH AT END OF PERIOD $ 8,180 $ 8,916 $ 8,180
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
See Notes to Financial Statements
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WEBFOLIO INC.
(An Development Stage Company)
Notes to Financial Statements
February 28, 2013
--------------------------------------------------------------------------------
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Webfolio Inc. (the
"Company"), have been prepared in accordance with accounting principles
generally accepted in the United States of America and the rules of the
Securities and Exchange Commission, and should be read in conjunction with the
audited financial statements and notes thereto contained in the Company's
Registration Statement on Form S-1 filed with SEC. In the opinion of management,
all adjustments, consisting of normal recurring adjustments, necessary for a
fair presentation of financial position and the results of operations for the
interim periods presented have been reflected herein. The results of operations
for interim periods are not necessarily indicative of the results to be expected
for the full year. Notes to the financial statements which would substantially
duplicate the disclosure contained in the audited financial statements for
fiscal 2012 as reported in the Registration Statement on Form S-1 have been
omitted.
NOTE 2. GOING CONCERN
These financial statements have been prepared on a going concern basis which
assumes the Company will be able to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future. The
Company anticipates future losses in the development of its business raising
substantial doubt about the Company's ability to continue as a going concern.
The ability to continue as a going concern is dependent upon the Company
generating profitable operations in the future and/or to obtain the necessary
financing to meet its obligations and repay its liabilities arising from normal
business operations when they come due. Management intends to finance operating
costs over the next twelve months with existing cash on hand, loans from
directors and/or issuance of common shares.
Future issuances of the Company's equity or debt securities will be required in
order for the Company to continue to finance its operations and continue as a
going concern. The Company's present revenues are insufficient to meet operating
expenses. The Company has filed a Registration Statement with the Securities and
Exchange Commission in an effort to sell 5,000,000 shares of common stock for
proceeds of $50,000. Other than the shares to be offered under the Registration
Statement, no other source of capital has been identified or sought. If the
Company experiences a shortfall in operating capital prior to funding from the
proceeds of the offering, the Company's director has verbally agreed to advance
the Company funds to complete the registration process. Management estimates
that the Company can operate in the current limited operations scenario for
approximately 4-6 months with the cash currently available to the Company.
The financial statements do not include any adjustments that might be necessary
if the Company is unable to continue as a going concern.
NOTE 3. RELATED PARTY TRANSACTION
Robin Thompson, the president of the Company provides management and office
premises to the Company for no compensation. He will not be paid for any
underwriting services that he performs on behalf of the Company with respect to
the Company's upcoming S-1 offering. He will also not receive any interest on
any funds that he loans to the Company. Mr. Thompson has loaned funds to the
Company as of February 28, 2013 in the amount of $4,872.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD LOOKING STATEMENTS
Some of the statements contained in this Form 10-Q that are not historical facts
are "forward-looking statements" which can be identified by the use of
terminology such as "estimates," "projects," "plans," "believes," "expects,"
"anticipates," "intends," or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties. We urge you to be cautious of
the forward-looking statements, that such statements, which are contained in
this Form 10-Q, reflect our current beliefs with respect to future events and
involve known and unknown risks, uncertainties and other factors affecting our
operations, market growth, services, products and licenses. No assurances can be
given regarding the achievement of future results, as actual results may differ
materially as a result of the risks we face, and actual events may differ from
the assumptions underlying the statements that have been made regarding
anticipated events.
All written forward-looking statements made in connection with this Form 10-Q
that are attributable to us, or persons acting on our behalf, are expressly
qualified in their entirety by these cautionary statements. Given the
uncertainties that surround such statements, you are cautioned not to place
undue reliance on such forward-looking statements.
RESULTS OF OPERATIONS
We are still in our development stage and have generated no revenues to date.
We have incurred $7,465 in miscellaneous expenses from inception through
February 28, 2013. These expenses primarily consisted of costs related to
organizational fees, i.e. forming the Delaware Company and filing the extra
provincial license documents to operate in Alberta, costs related to the
preparation of the Registration Statement, including the audit, SEC fees and
EDGAR filing.
The following table provides selected financial data about our Company for the
period from the date of incorporation through February 28, 2012. For detailed
financial information, see the financial statements included in this report.
Balance Sheet Data: 2/28/2013
------------------- ---------
Cash $8,180
Total assets $8,180
Total liabilities $5,645
Stockholder's equity $2,535
During this time while we are awaiting funding from our proposed offering
Management has focused, and will continue to focus, on development that can be
achieved without substantial cash flow. At this point we have mapped out the
primary areas of functionality the service will offer including basic
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high-level, wire frame sketches of screens. We have reviewed hosting services
and selected the Google App Engine as our deployment target. This decision also
led us to decide to use the database services offered through the Google App
Engine platform. We've generated initial domain, service and controller class
designs that will be easily supported by our selected platform and installed an
open-source code editor that will help simplify our integration and deployment
activities. We reviewed freely available open-source libraries that supply
functionality we intend to use. Additionally we've also determined where and how
we will keep our code repositories. On the marketing front, we have vetted our
concept and planned functionality through a number of part time and full time
real estate investors to further refine the planned service offering.
Other than the shares in our current Offering, no other source of capital has
been identified or sought. If we experience a shortfall in operating capital
prior to funding from the proceeds of our Offering, our director has verbally
agreed to advance the Company funds in a limited operations scenario.
Our net loss for the nine months ended February 28, 2013 was $6,292. Our net
loss from inception (May 16, 2011) through February 28, 2013 was $7,465.
As of February 28, 2013, there is a total of $4,960 in advances payable that is
owed by the company to Robin Thompson, an officer and director, for expenses
that he has paid on behalf of the company. The advances payable are interest
free and payable on demand.
Cash provided by financing activities from inception through the period ended
February 28, 2013 was $10,000. On December 1, 2011 the Company issued a total of
5,000,000 shares of common stock to Mr. Thompson for cash at $0.002 per share
for a total of $10,000.
LIQUIDITY AND CAPITAL RESOURCES
At February 28, 2013 we had $8,180 in cash and there were outstanding
liabilities of $5,645. Our director has verbally agreed to continue to loan the
company funds for operating expenses in a limited scenario, but he has no legal
obligation to do so.
PLAN OF OPERATION
At present management will concentrate on the completion of our current offering
pursuant to the Registration Statement on Form S-1 and also utilize this time to
begin putting together a database of potential customers as well as the
continuation of the development of the software and services for the purpose of
the integration of customers into the Webfolio service.
COMPLETE OUR PUBLIC OFFERING:
We expect to complete our public offering within 180 days of our Registration
Statement being declared effective by the Securities and Exchange Commission on
April 12, 2013. We intend to concentrate all our efforts on raising capital
during this period.
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Once we have completed our offering, our specific business plan for the twelve
months thereafter is as follows:
SOFTWARE DEVELOPMENT
Complete Alpha Prototype (1st quarter after funding)
* Establish the development environment and secure hosting arrangements
on Google App Engine
* Implement sign up and authentication logic
* Design and implement database objects required to support intended
functionality
* Implement intended workflows
* Implement property matching engine
* Push out limited early release to selected testers
Complete Beta Version (2nd and 3rd quarter after funding)
* Integrate feedback from early testers
* Fix any problems
* Integrate with payment processor
* Implement document customization tools
* Implement mobile browser-friendly version
* Push out limited release to selected testers
Release `Beta' to Public (3rd and 4th quarter after funding)
* Operate as the free version only during beta testing including access
to the mobile site
* Tune up marketing pages
* Get full time instructors who teach real estate investing to include
the service as part of their course offerings
* Enhance user support and communication
Release Production Version (4th quarter after funding)
After we're comfortable we've got the service operating as intended we will
offer early adopters incentives to sign up for a paid version. We enforce
service level offerings now. We will continue to enhance the service offering,
improve responsiveness and stability based on user feedback.
MARKETING AND SALES
Once we're close to the full production release, we focus on marketing through
blogs, SEO, articles, and a social media presence. We also leverage our
relationships with full -time real estate investors to spread the word about the
service.
8
Once we've obtained our first 100 users we will start signing up partners whose
target markets include real estate investors. We'll arrange for our users to
obtain discounts from our partners and, in return, we will get a referral fee
for each relationship we help establish. We will also offer space for paid
advertisements on the site for businesses who do not necessarily want a full
partnership arrangement.
Based on raising funding from our offering, we have budgeted the following
amounts over the 12 months following the successful completion of this offering,
these amounts may be adjusted based upon sales and revenue:
Percentage of Offering 10% 40% 70% 100%
---------------------- --- --- --- ----
Proceeds to the Company $ 5,000 $20,000 $35,000 $50,000
Programming $ 500 $ 2,000 $ 7,000 $12,500
Online Project Management $ 0 $ 600 $ 1,250 $ 1,250
Telecommunications & Internet $ 250 $ 1,500 $ 1,500 $ 1,500
Marketing $ 0 $ 5,200 $ 9,100 $13,000
Accounting, Auditing & Legal $ 4,250 $ 9,000 $ 9,000 $ 9,000
Working Capital $ 0 $ 1,700 $ 7,150 $12,750
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Management maintains "disclosure controls and procedures," as such term is
defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the
"Exchange Act"), that are designed to ensure that information required to be
disclosed in our Exchange Act reports is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission rules and forms, and that such information is accumulated and
communicated to management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.
In connection with the preparation of this quarterly report on Form 10-Q, an
evaluation was carried out by management, with the participation of the Chief
Executive Officer and the Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Exchange Act) as of February 28, 2013.
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Based on that evaluation, management concluded, as of the end of the period
covered by this report, that our disclosure controls and procedures were
effective in recording, processing, summarizing, and reporting information
required to be disclosed, within the time periods specified in the Securities
and Exchange Commission's rules and forms.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
As of the end of the period covered by this report, there have been no changes
in the internal controls over financial reporting during the quarter ended
February 28, 2013, that materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting subsequent to
the date of management's last evaluation.
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS
The following exhibits are included with this quarterly filing. Those marked
with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our Registration Statement on
Form S-1, filed under SEC File Number 333-182970, at the SEC website at
www.sec.gov:
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Sec. 302 Certification of Principal Executive Officer
31.2 Sec. 302 Certification of Principal Financial Officer
32.1 Sec. 906 Certification of Principal Executive Officer
32.2 Sec. 906 Certification of Principal Financial Officer
101 Interactive data files pursuant to Rule 405 of Regulation S-T **
----------
** To be filed by amendment.
SIGNATURES
Pursuant to the requirements 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.
Webfolio Inc.
Registrant
Date May 16, 2013 By /s/ Robin Thompson
------------------------------------
Robin Thompson
(Principal Executive Officer,
Principal Financial Officer,
Principal Accounting Officer &
Sole Director)
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