10-Q 1 g7230.txt 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 NOVEMBER 30, 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 [X] 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: 6,000,000 shares as of January 14, 2014 ITEM 1. FINANCIAL STATEMENTS WEBFOLIO, INC (A Development Stage Company) Balance Sheets --------------------------------------------------------------------------------

See Notes to Financial Statements 2 WEFOLIO, INC. (A Development Stage Company) Statements of Operations (Unaudited) --------------------------------------------------------------------------------

See Notes to Financial Statements 3 WEBFOLIO, INC. (A Development Stage Company) Statements of Cash Flows (Unaudited) --------------------------------------------------------------------------------

See Notes to Financial Statements 4 WEBFOLIO INC. (A Development Stage Company) Notes to Financial Statements(unaudited) November 30, 2013 -------------------------------------------------------------------------------- 1. NATURE OF OPERATIONS WEBFOLIO INC. ("The Company") was incorporated in the State of Delaware on May 16, 2011 to engage in the creation and development of an online service primarily to help real estate investors more effectively manage their properties and potential buyers. The Company is in the development stage with no revenues and a limited operating history. GOING CONCERN CONSIDERATION These financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred cumulative net losses of $21,371 since its inception and requires capital for its contemplated operational and marketing activities to take place. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. 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 financial statements do not include any adjustments that may result from the outcome of these aforementioned uncertainties. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES INTERIM FINANCIAL STATEMENTS AND BASIS OF PRESENTATION The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the "SEC") set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended May 31, 2013 and notes thereto contained in our 10-K Annual Report filed on October 17, 2013. BASIS OF PRESENTATION The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company's fiscal year end is May 31. CASH AND CASH EQUIVALENTS The Company considers all highly liquid investments with original maturity of three months or less to be cash equivalents. 5 USE OF ESTIMATES AND ASSUMPTIONS The preparation of financial statements in conformity with generally accepted accounting principles requires that management makes 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 period. Actual results could differ from those estimates. FOREIGN CURRENCY TRANSLATION The financial statements are presented in United States dollars. In accordance with ASC 830, "Foreign Currency Matters", foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations. DEVELOPMENT STAGE COMPANY The Company complies with Financial Accounting Standards Codification ("ASC") 915 and Securities and Exchange Commission Act Guide 7 for its characterization of the Company as development stage enterprise. FINANCIAL INSTRUMENT Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. ASC 820-10 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. FASB ASC 820 establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels: Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available. Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3: Significant unobservable inputs that reflect a reporting entity's own assumptions about the assumptions that market participants would use in pricing an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method. The recorded amounts of financial instruments, including cash equivalents, prepaid expense, accounts payable and loan from shareholder, approximate their market values as of November 30, 2013. INCOME TAXES The Company follows the accrual method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on the deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. At November 30, 2013, a full deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded. BASIC AND DILUTED NET INCOME (LOSS) PER SHARE The Company computes net income (loss) per share in accordance with ASC 260, "Earnings per Share" which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders 6 (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. RECENT ACCOUNTING PRONOUNCEMENTS In February 2010, the FASB issued ASU No. 2010-09, which is included in the Codification under ASC 855, SUBSEQUENT EVENTS ("ASC 855"). This update removes the requirement for an SEC filer to disclose the date through which subsequent events have been evaluated and become effective for interim and annual reporting periods beginning January 1, 2010. The adoption of this guidance did not have a material impact on the Company's financial statements. In January 2010, the FASB issued ASU No. 2010-06, which is included in the Codification under ASC 820, FAIR VALUE MEASUREMENTS AND DISCLOSURES ("ASC 820"). This update requires the disclosure of transfers between the observable input categories and activity in the unobservable input category for fair value measurements. The guidance also requires disclosures about the inputs and valuation techniques used to measure fair value and become effective for interim and annual reporting periods beginning January 1, 2010. The adoption of this guidance did not have a material impact on the Company's financial statements. The Company does not expect the adoption of recently issued accounting pronouncements to have any significant impact on the Company's results of operations, financial position or cash flow. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances. 3. RELATED PARTY TRANSACTIONS 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 has advanced to the Company. Mr. Thompson has advanced funds to the Company as of November 30, 2013 in the amount of $11,588. 4. COMMON SHARES The stockholders' equity section of the Company contains the following classes of capital stock as of November 30, 2013: Common stock, $ 0.0001 par value: 130,000,000 shares authorized; 5,000,000 shares issued and outstanding In May, 2011, the Company authorized the issue of 5,000,000 common shares of the company at par value of $.002 to Robin Thompson, Director and President, for net cash proceeds of $10,000. At November 30, 2013 there are total of 5,000,000 common shares of the Company issued and outstanding. 5. INCOME TAXES The Company follows ASC 740. Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry-forwards. No net provision for refundable Federal 7 income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carry-forward has been recognized, as it is not deemed likely to be realized. At November 30, 2013, the Company had an unused net operating loss carry-forward approximating $21,371 that is available to offset future taxable income; the loss carry-forward will start to expire in 2030. 6. SUBSEQENT EVENTS On December 20, 2013, the Company issued a total of 1,000,000 shares of common stock to 25 individuals for cash in the amount of $0.01 per share for a total of $10,000. 8 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 $21,371 in operating expenses from inception through November 30, 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 November 30, 2013. For detailed financial information, see the financial statements included in this report. Balance Sheet Data: 11/30/2013 ------------------- ---------- Cash $ 657 Total assets $ 957 Total liabilities $ 12,328 Stockholder's equity $(11,371) 9 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 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 three months ended November 30, 2013 was $10,618. Our net loss for the three months ended November 30, 2012 was $119. Our net loss from inception (May 16, 2011) through November 30, 2013 was $21,371. As of November 30, 2013, there is a total of $11,588 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 November 30, 2013 was $21,588. 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 November 30, 2013 we had $657 in cash, $300 in pre-paid expenses and there were outstanding liabilities of $12,328. 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. 10 COMPLETE OUR PUBLIC OFFERING: We expected 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, however; the board of directors deemed it necessary to extend the offering an additional 90 days as allowed in the Registration Statement. We intend to concentrate all our efforts on raising capital during this period. 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 11 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. 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 12 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 November 30, 2013. 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 November 30, 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. ITEM 5. OTHER INFORMATION SUBSEQUENT EVENT On December 20, 2013, the Company issued a total of 1,000,000 shares of common stock to 25 individuals for cash in the amount of $0.01 per share for a total of $10,000. 13 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 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 January 14, 2014 By /s/ Robin Thompson --------------------------------------------- Robin Thompson (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer & Sole Director) 14

Webfolio Inc. 10-Q