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EX-31 - EXHIBIT 31.1 - CERTIFICATION - Mobicard Inc.exh31-1mar2011.txt
EX-32 - EXHIBIT 32.1 - CERTIFICATION - Mobicard Inc.exh32-1mar2011.txt

                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 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 March 31, 2011

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

                For the transition period from _____to_________

                       Commission file number: 001-33968

                                WEB WIZARD, INC.
                         (A Development Stage Company)



                    NEVADA                                   (PENDING)
                                            
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)


   No. 8, Lane 15, Gang Yang, Xin CunHuicheng, Xin Hui, Jiang Men City, China

          (Address of principal executive offices, including zip code)

        Issuer's telephone number, including area code +7-3952-20-82-56


Securities registered under Section 12(b) of the Exchange Act:

  TITLE OF EACH CLASS REGISTERED:  NAME OF EACH EXCHANGE ON WHICH REGISTERED:
  Common Stock, $0.001 par value                      N/A

Securities registered under Section 12(g) of the Exchange Act: None.

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  past  90  days.  Yes {checked-box}
No {square}

Indicate by  check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes {checked-box} No {square}

Transitional  Small   Business   Disclosure  Format  (Check  one):  Yes {square}
No {checked-box}

The issuer has 8,225,000 outstanding  shares  of  common stock outstanding as of
May 13, 2011.












TABLE OF CONTENTS Page PART I - FINANCIAL INFORMATION 3 Item 1. Financial Statements 4 Item 2. Management's Discussion And Analysis Of Financial Condition And Results Of Operation 15 Item 3. Quantitative and Qualitative Disclosures About Market Risk 18 Item 4T. Controls And Procedures 18 PART II - OTHER INFORMATION 19 Item 1. Legal Proceedings 19 Item 2. Unregistered Sales Of Equity Securities And Use Of Proceeds 19 Item 3. Defaults Upon Senior Securities 20 Item 4. Submission Of Matters To A Vote Of Security Holders 20 Item 5. Other Information 20 Item 6. Exhibits 20 2
PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS INDEX TO FINANCIAL STATEMENTS BALANCE SHEETS............................................................F-1 STATEMENTS OF OPERATIONS .................................................F-2 STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) ..............................F-3 STATEMENTS OF CASH FLOWS .................................................F-4 NOTES TO THE FINANCIAL STATEMENTS ........................................F-5 3
WEB WIZARD, INC. (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS MARCH 31, 2011 (STATED IN US DOLLARS) (UNAUDITED) BALANCE SHEETS STATEMENTS OF OPERATIONS STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) STATEMENTS OF CASH FLOWS NOTES TO THE FINANCIAL STATEMENTS 4
WEB WIZARD, INC. (A Development Stage Company) BALANCE SHEETS March 31, 2011 September 30, 2010 (Unaudited) (Audited) ASSETS CURRENT Cash $ 144 $ 180 TOTAL ASSETS $ 144 $ 180 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT Accounts payable and accrued liabilities $ 3,875 $ 1,700 Loans from related parties 35,900 29,200 Total current liabilities 39,775 30,900 STOCKHOLDERS' EQUITY (DEFICIT) Common stock (Note 5) Authorized: 75,000,000 common shares, par value $0.001 per share Issued and outstanding: 8,225,000 common shares 8,225 8,225 Additional paid-in capital 15,675 15,675 Deficit accumulated during the development stage (63,531) (54,620) Total stockholders' equity (39,631) (30,720) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 144 $ 180 The accompanying notes are an integral part of these financial statements F - 1 5
WEB WIZARD, INC. (A Development Stage Company) STATEMENTS OF OPERATIONS (Unaudited) Six Six Three Three May 9, 2007 Months Months Months Months (Date of Ended Ended Ended Ended Inception) to March 31, March 31, March 31, March 31, March 31, 2011 2010 2011 2010 2011 REVENUE $ - $ - $ - $ - $ 1,434 EXPENSES Bank charges and interest 36 36 18 18 301 Office expenses - - - - 246 Professional fees 8,200 2,260 3,200 2,260 48,646 Transfer and filing fees 675 - 675 - 14,272 Travel and entertainment - - - - 1,500 8,911 2,296 3,893 2,278 64,965 NET INCOME $ (8,911) $ (2,296) $ (3,893) $ (2,278) $ (63,531) BASIC AND DILUTED LOSS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00) WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED SHARES OUTSTANDING 8,225,000 8,225,000 8,225,000 8,225,000 The accompanying notes are an integral part of these financial statements F - 2 6
WEB WIZARD, INC. (A Development Stage Company) STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) Deficit Accumulated Common Common Additional During the Stock Stock Paid-in Development Number Amount Capital Stage Total Common stock issued for cash at $0.001 per share, June 5, 2007 7,400,000 $ 7,400 $ - $ - $ 7,400 Common stock issued for cash at $0.02 per share. July 31, 2007 825,000 825 15,675 - 16,500 Net loss - - - 1,398 1,398 Balance, September 30, 2007 8,225,000 $ 8,225 $ 15,675 $ 1,398 $ 25,298 Net loss (37,052) (37,052) Balance, September 30, 2008 8,225,000 $ 8,225 $ 15,675 $ (35,654) $ (11,754) Net loss (11,134) (11,134) Balance, September 30, 2009 8,225,000 $ 8,225 $ 15,675 $ (46,788) $ (22,888) Net loss (7,832) (7,832) Balance, September 30, 2010 8,225,000 $ 8,225 $ 15,675 $ (54,620) $ (30,720) Net loss (8,911) (8,911) BALANCE, MARCH 31, 2011 8,225,000 $ 8,225 $ 15,675 $ (63,531) $ (39,631) The accompanying notes are an integral part of these financial statements F - 3 7
WEB WIZARD, INC. (A Development Stage Company) STATEMENTS OF CASH FLOWS (Unaudited) May 9, 2007 Six Months Six Months Three Months Three Months (Date of Ended Ended Ended Ended Inception) to March 31, March 31, March 31, March 31, March 31, 2011 2010 2011 2010 2011 CASH FLOWS USED IN OPERATING ACTIVITIES Net loss $ (8,911) $ (2,296) $ (3,893) $ (2,278) $ (63,531) Items not involving cash: Adjustment to reconcile net loss to net cash used by operating activities: Accounts payable 2,175 (2,740) 675 (2,740) 3,875 Net cash used in operating activities (6,736) (5,036) (3,218) (5,018) (59,656) CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common shares - - 23,900 Loans from related parties 6,700 5,000 3,200 5,000 35,900 Net cash provided by financing 6,700 5,000 3,200 5,000 59,800 activities CHANGE IN CASH (36) (36) (18) (18) 144 CASH, BEGINNING 180 252 162 234 - CASH, ENDING $ 144 $ 216 $ 144 $ 216 $ 144 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: CASH PAID FOR: Interest $ - $ - $ - Income taxes $ - $ - $ - The accompanying notes are an integral part of these financial statements F - 4 8
WEB WIZARD, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS March 31, 2011 (Unaudited) 1. BASIS OF REPRESENTATION The Company was incorporated in the State of Nevada on May 9, 2007. The Company is in the business of website development. The Company is considered to be a development stage company and has not generated significant revenues from operations. Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that the Company will be able to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. Management believes that the Company will need to obtain additional funding by borrowing funds from its directors and officers, or a private placement of common stock. 2. SIGNIFICANT ACCOUNTING POLICIES The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements involves the use of estimates, which have been made using judgment. Actual results may vary from these estimates. The financial statements have, in management's opinion, been prepared within the framework of the significant accounting policies summarized below: Development Stage Company The Company is considered to be in the development stage, as defined under Accounting Codification Standard, Development Stage Entities ("ASC-915"). Since its formation, the Company has not yet realized any revenues from its planned operations. Use of Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles requires management to make 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 reporting period. Actual results could differ from those estimates. Financial Instruments The fair value of the Company's financial instruments, consisting of cash and accounts payable and accrued liabilities, is equal to fair value due to their short-term to maturity. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. F - 5 9
WEB WIZARD, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS March 31, 2011 (Unaudited) 2. SIGNIFICANT ACOUNTING POLICIES (CONTINUED) Income Taxes The Company has adopted "ASC-740 - Income Taxes" which requires the use of the asset and liability method of accounting for income taxes. Under the method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Foreign Currency Translation The financial statements are presented in United States dollars. In accordance with Accounting Standards Codification ("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. Non-monetary assets and liabilities are translated at the transaction date. Revenue and expenses are translated at average rates of exchange during the period. Related translation adjustments are reported as a separate component of stockholders' equity, whereas gains or losses resulting from foreign currency transactions are included in results of operations. Basic and Diluted Loss Per Share In accordance with "ASC-260 - Earnings per Share", the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At September 30, 2010, the Company had no stock equivalents that were anti-dilutive and excluded in the loss per share computation. Stock-based Compensation The Company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. As the Company has never granted any stock options the adoption of this accounting policy had no effect on its financial position or results of operations. Comprehensive Income The Company has adopted "ASC-220 - Comprehensive Income", which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the Company would disclose this information on its Statement of Stockholder's Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any transactions that are required to be reported in other comprehensive income. 10
WEB WIZARD, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS March 31, 2011 (Unaudited) 2. SIGNIFICANT ACOUNTING POLICIES (CONTINUED) Recent Accounting Pronouncements In September 2006, the SEC issued SAB No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements." SAB No. 108 addresses how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in current year financial statements. SAB No. 108 requires companies to quantify misstatements using a balance sheet and income statement approach and to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors. SAB No. 108 is effective for periods ending after November 15, 2006. The adoption of SAB No. 108 had no material effect on the Company's financial statements. In September 2006, the SEC issued SAB No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements." SAB No. 108 addresses how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in current year financial statements. SAB No. 108 requires companies to quantify misstatements using a balance sheet and income statement approach and to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors. SAB No. 108 is effective for periods ending after November 15, 2006. The adoption of SAB No. 108 had no material effect on the Company's financial statements. In September 2006, the FASB issued SFAS No. 157, "Fair Value Measures". This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), expands disclosures about fair value measurements, and applies under other accounting pronouncements that require or permit fair value measurements. SFAS No. 157 does not require any new fair value measurements. However, the FASB anticipates that for some entities, the application of SFAS No. 157 will change current practice. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, which for the Company would be the fiscal year beginning March 1, 2008. The Company is currently evaluating the impact of SFAS No. 157 but does not expect that it will have a material impact on its financial statements. In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans." This Statement requires an employer to recognize the over funded or under funded status of a defined benefit post retirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position, and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. SFAS No. 158 is effective for fiscal years ending after December 15, 2006. The implementation of SFAS No. 158 had no material impact on the Company's financial position and results of operations. In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities". This Statement permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently assessing the impact of SFAS No. 159 on its financial position and results of operations. In December 2007, the FASB issued SFAS No. 160, "Non-controlling Interests in Consolidated Financial Statements". This Statement amends ARB 51 to establish accounting and reporting standards for the non-controlling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS No. 160 is effective for the Company's fiscal year beginning October 1, 2009. 11
WEB WIZARD, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS March 31, 2011 (Unaudited) 2. SIGNIFICANT ACOUNTING POLICIES (CONTINUED) Recently Accounting Pronouncements (continued) In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations". This Statement replaces SFAS No. 141, Business Combinations. This Statement retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. This Statement also establishes principles and requirements for how the acquirer: a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree; b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141(R) will apply prospectively to business combinations for which the acquisition date is on or after Company's fiscal year beginning October 1, 2009. While the Company has not yet evaluated this statement for the impact, if any, that SFAS No. 141(R) will have on its financial statements, the Company will be required to expense costs related to any acquisitions after March 31, 2011. In March, 2008, the FASB issued FASB Statement No. 161, "Disclosures about Derivative Instruments and Hedging Activities". The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The new standard also improves transparency about the location and amounts of derivative instruments in an entity's financial statements; how derivative instruments and related hedged items are accounted for under Statement 133; and how derivative instruments and related hedged items affect its financial position, financial performance, and cash flows. FASB Statement No. 161 achieves these improvements by requiring disclosure of the fair values of derivative instruments and their gains and losses in a tabular format. It also provides more information about an entity's liquidity by requiring disclosure of derivative features that are credit risk-related. Finally, it requires cross-referencing within footnotes to enable financial statement users to locate important. Based on current conditions, the Company does not expect the adoption of SFAS 161 to have a significant impact on its results of operations or financial position. In May of 2008, FASB issued SFASB No.162, "The Hierarchy of Generally Accepted Accounting Principles". The pronouncement mandates the GAAP hierarchy reside in the accounting literature as opposed to the audit literature. This has the practical impact of elevating FASB Statements of Financial Accounting Concepts in the GAAP hierarchy. This pronouncement will become effective 60 days following SEC approval. The Company does not believe this pronouncement will impact its financial statements. In May of 2008, FASB issued SFASB No. 163, "Accounting for Financial Guarantee Insurance Contracts-an interpretation of FASB Statement No. 60". The scope of the statement is limited to financial guarantee insurance (and reinsurance) contracts. The pronouncement is effective for fiscal years beginning after December 31, 2008. The Company does not believe this pronouncement will impact its financial statements. In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments ("FSP FAS 107-1 and APB 28-1"). FSP FAS 107-1 and APB 28-1 amend FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments, to require disclosures about fair value of financial instruments in interim as well as in annual financial statements. FSP FAS 107-1 and APB 28-1 also amend APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in all interim financial statements. The adoption of these standards had no impact on our financial position or results of operations. 12
WEB WIZARD, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS March 31, 2011 (Unaudited) 2. SIGNIFICANT ACOUNTING POLICIES (CONTINUED) Recently Accounting Pronouncements (continued) In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments ("FSP FAS 115-2 and FAS 124- 2"). FSP FAS 115-2 and FAS 124-2 amend the other-than-temporary impairment guidance for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments in the financial statements. The most significant change FSP FAS 115-2 and FAS 124- 2 bring is a revision to the amount of other-than-temporary loss of a debt security recorded in earnings. The adoption of these standards had no impact on our financial position or results of operations. In May 2009, the FASB issued SFAS 165, "Subsequent Events." SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. In accordance with SFAS 165, an entity should apply the requirements to interim or annual financial periods ending after June 15, 2009. SFAS 165 should not result in significant changes in the subsequent events that an entity reports - either through recognition or disclosure - in its financial statements. The adoption of this statement did not have a material impact on the Company's recognition or disclosure of subsequent events. The Company has performed an evaluation of subsequent events through August 3, 2010, which is the date the financial statements were issued. In June 2009, the FASB issued SFAS 168, "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162." SFAS 168 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. SFAS 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Company does not expect the adoption of this statement to have an impact on the consolidated financial statements. In August 2009, the FASB issued guidance under Accounting Standards Update ("ASU") No. 2009-05, "Measuring Liabilities at Fair Value". This guidance clarifies how the fair value a liability should be determined. This guidance is effective for the first reporting period after issuance. The Company does not expect the adoption of this guidance to have a material impact on its financial statements. In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product's essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective for the Company on January 1, 2011. 13
WEB WIZARD, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS March 31, 2011 (Unaudited) 2. SIGNIFICANT ACOUNTING POLICIES (CONTINUED) Recently Accounting Pronouncements (continued) In January 2010, the FASB issued ASU No. 2010-06 regarding fair value measurements and disclosures and improvement in the disclosure about fair value measurements. This ASU requires additional disclosures regarding significant transfers in and out of Levels 1 and 2 of fair value measurements, including a description of the reasons for the transfers. Further, this ASU requires additional disclosures for the activity in Level 3 fair value measurements, requiring presentation of information about purchases, sales, issuances, and settlements in the reconciliation for fair value measurements. This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our financial statements. In February 2010, the FASB issued ASU No. 2010-09 regarding subsequent events and amendments to certain recognition and disclosure requirements. Under this ASU, a public company that is a SEC filer, as defined, is not required to disclose the date through which subsequent events have been evaluated. This ASU is effective upon the issuance of this ASU. The adoption of this ASU did not have a material impact on our financial statements. In April 2010, the FASB issued ASU No. 2010-18 regarding improving comparability by eliminating diversity in practice about the treatment of modifications of loans accounted for within pools under Subtopic 310-30 - Receivable - Loans and Debt Securities Acquired with Deteriorated Credit Quality ("Subtopic 310-30"). Furthermore, the amendments clarify guidance about maintaining the integrity of a pool as the unit of accounting for acquired loans with credit deterioration. Loans accounted for individually under Subtopic 310-30 continue to be subject to the troubled debt restructuring accounting provisions within Subtopic 310-40, Receivables-Troubled Debt Restructurings by Creditors. The amendments in this Update are effective for modifications of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. The amendments are to be applied prospectively. Early adoption is permitted. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our financial statements. 3. COMMON STOCK In June 2007, the Company issued 7,400,000 shares of common stock at a price of $0.001 per share, for total proceeds of $7,400. In July 2007, the Company issued 825,000 shares of common stock, for total proceeds of $16,500. At March 31, 2011, the Company had no issued or outstanding stock options or warrants. 4. RELATED PARTY TRANSACTIONS During the year ended September 30, 2009, the Company entered into a verbal loan agreement with an officer of the Company, whereby the Company borrowed $2,000 interest-free, payable on demand. The balance due to the Company`s director was $35,900 at March 31, 2011. 14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward- looking statements. These forward-looking statements can be identified by the use of words such as "believes," "estimates," "could," "possibly," "probably," "anticipates," "projects," "expects," "may," "will," or "should" or other variations or similar words. We cannot assure you that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management's current expectations and are inherently uncertain. Our actual results may differ significantly from management's expectations. The following discussion and analysis should be read in conjunction with our financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management. Unless the context indicates or requires otherwise, (i) the term "Web Wizard" refers to Web Wizard, Inc. and (ii) the terms "we," "our," "ours," "us" and the "Company" refer collectively to Web Wizard, Inc. OVERVIEW From inception on May 9, 2007 through March 31, 2011, we have incurred a cumulative net loss of $63,531 and to date have generated limited revenues. The Company has no third party debt and we do not have sufficient funds on hand to continue business operations, our cash reserves may not be sufficient to meet our obligations beyond the next twelve-month period. The Company is in the development stage and has realized limited revenue from its planned operations. We may experience fluctuations in operating results in future periods due to a variety of factors, including our ability to obtain additional financing in a timely manner and on terms favorable to us, our ability to successfully develop our business model, the amount and timing of operating costs and capital expenditures relating to the expansion of our business, operations and infrastructure and the implementation of marketing programs, key agreements, and strategic alliances, and general economic conditions specific to our industry. PLAN OF OPERATION We have built our business around a subscription-based ASP model that allows small and medium-sized businesses to outsource their Web services to us. The key elements of our business model and approach are: Providing Comprehensive Solutions for Small and Medium-Sized Businesses. Our goal is to enable small and medium-sized businesses to outsource their Web services needs to us. Our experience is that many small and medium-sized businesses do not have the in-house expertise to effectively design an Internet 15
presence that will generate adequate traffic to their Websites and increase direct consumer interaction. Our Web services include, among other features, Website design and publishing, local, regional, and national Internet marketing and advertising, search engine optimization, search engine submission, and lead generation. We believe this combination will provide our customers with a comprehensive solution to their Web services needs. Forming and Enhancing Strategic Marketing Relationships. We intend to focus on forming strategic marketing relationships with companies that have large customer bases of small and medium-sized businesses. These companies generate leads for us by providing filtered lists of their customers, conducting e-mail marketing campaigns about our Web services and products, advertising our Web services and products on the Internet, and using other forms of both direct and indirect solicitation. These companies filter the customer lists they provide to us using a number of criteria that we believe indicate when a small or medium- sized business is likely to understand the value of our Web services and products. MARKETING We plan to engage in a variety of marketing activities to increase awareness of our services and products, to sell additional services and products to our existing customer base, and to enhance the value we provide to small business entities. Our marketing activities will include: * Targeted e-mail and direct response campaigns to prospects and customers; * Search engine advertising; * Electronic customer newsletters; and * Affiliate programs. We expect to incur the following costs in the next 12 months in connection with our business operations: Marketing costs: $20,000 General administrative costs: $10,000 Total: $30,000 In addition, we anticipate spending an additional $10,000 on professional fees, including fees payable in connection with the filing of this registration statement and complying with reporting obligations. Total expenditures over the next 12 months are therefore expected to be $40,000. NUMBER OF EMPLOYEES We currently have no full time or part-time employees other than our sole officer and director, Ya Tang Chao. From our inception through the period ended March 31, 2011, we have principally relied on the services of our Mr. Chao. In order for us to attract and retain quality personnel, we anticipate we will have to offer competitive salaries to future employees. We anticipate that it may become desirable to add full and or part time employees to discharge certain critical functions during the next 12 months. This projected increase in personnel is dependent upon our ability to generate revenues and obtain sources of financing. There is no guarantee that we will be successful in raising the funds required or generating revenues sufficient to fund the projected increase in the number of employees. Should we expand, we will incur additional cost for personnel. 16
RESULTS OF OPERATIONS FOR PERIOD ENDING MARCH 31, 2011 We have earned revenues in the amount of $0 during the three-month period ending March 31, 2011. We incurred operating expenses in the amount of $3,893 being professional fees of $3,200, transfer and filing fees of $675 and the bank charges and interest of $18 for the three-month period ending March 31, 2011. We have not attained a sufficient level of profitable operations and are dependent upon obtaining financing to complete our proposed business plan. LIQUIDITY AND CAPITAL RESOURCES As of March 31, 2011, we had working capital deficit of $39,631. For three- month period ending March 31, 2011, we generated a negative operating cash flow of $3,218. Since inception, we have been financed through two private placements of our common stock for total proceeds of $23,900. As of March 31, 2011, the Company has a debt of $35,900, which are loans from related parties. We do not have sufficient funds on hand to continue business operations, our cash reserves may not be sufficient to meet our obligations beyond the next twelve-month period. As a result, we will need to seek additional funding in the near future. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock although we do not have any arrangements in place for any future equity financing. We also may seek to obtain short-term loans from our sole director, although no such arrangement has been made. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. If we are unable to raise the required financing, we will be delayed in conducting our business plan. OFF-BALANCE SHEET ARRANGEMENTS We do not have any off-balance sheet arrangements. INFLATION It is the opinion of management that inflation has not had a material effect on our operations. PRODUCT RESEARCH AND DEVELOPMENT We do not anticipate incurring any material costs in connection with product research and development activities during the next twelve months. 17
DESCRIPTION OF PROPERTY We do not have ownership or leasehold interest in any property. Our president, Mr. Ya Tang Chao, provides us with office space and related office services free of charge. ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. ITEM 4T. CONTROLS AND PROCEDURES EVALUATION AND DISCLOSURE CONTROLS AND PROCEDURES (A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Evaluation of disclosure controls and procedures. As of March 31, 2011, the Company's principal executive officer and principal financial officer conducted an evaluation regarding the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act). Based upon that evaluation, the Chief Executive Officer and Principal Accounting Officer have concluded that the disclosure controls and procedures were not effective as of the end of the period covered by this report due to a material weakness identified by management relating to the (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. Based upon its evaluation, our management, with the participation of our Chief Executive Officer and Principal Accounting Officer, has concluded there is a material weakness with respect to its internal control over financial reporting as defined in Rule 13a-15(e). We are committed to improving our financial organization. As part of this commitment, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements. 18
Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company's Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result in proper segregation of duties and provide more checks and balances within the financial reporting department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the financial reporting department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the Company may encounter in the future. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, our evaluation of controls can only provide reasonable assurance that all control issues, if any, within a company have been detected. Such limitations include the fact that human judgment in decision-making can be faulty and that breakdowns in internal control can occur because of human failures, such as simple errors or mistakes or intentional circumvention of the established process. The company thus hereby conclude that the Company's disclosure controls and procedures are not effective at a reasonably assurance level. (B) CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING There were no significant changes in the Company's internal control over financial reporting during Company's quarter ended Marach 31, 2011 covered by this Quarterly Report on Form 10-Q, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. PART II-OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS We are not currently a party to any legal proceedings nor are we aware of any threatened proceedings against us. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. 19
ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS EXHIBIT DESCRIPTION NUMBER 31.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 20
SIGNATURES In accordance with the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date : May 13, 2011 Web Wizard, Inc. By: /s/ Ya Tang Chao Ya Tang Chao Chief Executive Officer, Secretary, Treasurer and Director (Principal Executive Officer and Principal Financial Officer) 21
EXHIBIT INDEX EXHIBIT DESCRIPTION NUMBER 31.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 22