Attached files
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 AUGUST 31, 2014
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)
Villa 210, Perla Marina Complex
Carretera Sosua - Cabarete
Cabarete, Puerto Plata
Republica Dominicana, 57000
web.folio@yahoo.com
(Address of principal executive offices, including zip code)
(860) 331-8186
(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 October 13,
2014
ITEM 1. FINANCIAL STATEMENTS
WEBFOLIO, INC
Balance Sheets
--------------------------------------------------------------------------------
August 31, 2014 May 31, 2014
--------------- ------------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 4,098 $ 4,346
-------- --------
TOTAL CURRENT ASSETS 4,098 4,346
-------- --------
TOTAL ASSETS $ 4,098 $ 4,346
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY(DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 3,465 $ 475
Loan from shareholder 14,488 11,988
-------- --------
TOTAL CURRENT LIABILITIES 17,953 12,463
-------- --------
TOTAL LIABILITIES 17,953 12,463
-------- --------
STOCKHOLDERS' EQUITY (DEFICIT)
130,000,000 common shares at par value of $0.0001 Common stock,
6,000,000 shares issued and outstanding at August 31, 2014 and
May 31, 2014 respectively 600 600
Additional paid-in capital 19,400 19,400
Deficit accumulated during the development stage (33,855) (28,117)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (13,855) (8,117)
-------- --------
TOTAL LIABILITITES & STOCKHOLDERS' EQUITY (DEFICIT) $ 4,098 $ 4,346
======== ========
See Notes to Financial Statements
2
WEBFOLIO, INC.
Statements of Operations (Unaudited)
--------------------------------------------------------------------------------
Three Months Ended Three Months Ended
August 31, 2014 August 31, 2013
--------------- ---------------
REVENUES
Revenues $ -- $ --
----------- -----------
TOTAL REVENUES -- --
OPERATING COSTS
Professional expenses 4,595 1,250
General and Administative 1,143 45
----------- -----------
TOTAL OPERATING COSTS 5,738 1,295
----------- -----------
OTHER INCOME AND EXPENSE
Exchange gain(loss) -- --
----------- -----------
TOTAL OTHER INCOME AND EXPENSE -- --
----------- -----------
NET INCOME (LOSS) $ (5,738) $ (1,295)
=========== ===========
BASIC EARNINGS PER SHARE $ (0.00) $ (0.00)
=========== ===========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 6,000,000 5,000,000
=========== ===========
See Notes to Financial Statements
3
WEBFOLIO, INC.
Statements of Cash Flows (Unaudited)
--------------------------------------------------------------------------------
Three Months Ended Three Months Ended
August 31, 2014 August 31, 2013
--------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (5,738) $ (1,295)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Accounts payable 2,990 (740)
-------- --------
NET CASH USED IN OPERATING ACTIVITIES (2,748) (2,035)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH USED IN INVESTING ACTIVITIES -- --
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from shareholder loans 2,500 --
Issuance of common stock for cash -- --
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 2,500 --
-------- --------
NET CHANGE IN CASH (248) (2,035)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 4,346 6,410
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,098 $ 4,375
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ --
======== ========
Income Taxes $ -- $ --
======== ========
See Notes to Financial Statements
4
WEBFOLIO INC.
Notes to Financial Statements
August 31, 2014 (Unaudited)
--------------------------------------------------------------------------------
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 has 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 $33,855 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
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.
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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.
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.
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The recorded amounts of financial instruments, including cash equivalents,
accounts payable and loan from related party, approximate their market values as
of August 31, 2014.
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 August 31, 2014, 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
(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 June 2014, the Financial Accounting Standards Board issued Accounting
Standards Update No. 2014-10, which eliminated certain financial reporting
requirements of companies previously identified as "Development Stage Entities"
(Topic 915). The amendments in this ASU simplify accounting guidance by removing
all incremental financial reporting requirements for development stage entities.
The amendments also reduce data maintenance and, for those entities subject to
audit, audit costs by eliminating the requirement for development stage entities
to present inception-to-date information in the statements of income, cash
flows, and shareholder equity. Early application of each of the amendments is
permitted for any annual reporting period or interim period for which the
entity's financial statements have not yet been issued (public business
entities) or made available for issuance (other entities). Upon adoption,
entities will no longer present or disclose any information required by Topic
915. The Company has adopted this standard and will not report inception to date
financial information.
7
In May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue
from Contracts with Customers. The revenue recognition standard affects all
entities that have contracts with customers, except for certain items. The new
revenue recognition standard eliminates the transaction-and industry-specific
revenue recognition guidance under current GAAP and replaces it with a
principle-based approach for determining revenue recognition. Public entities
are required to adopt the revenue recognition standard for reporting periods
beginning after December 15, 2016, and interim and annual reporting periods
thereafter. Early adoption is not permitted for public entities. The Company has
reviewed the applicable ASU and has not, at the current time, quantified the
effects of this pronouncement, however it believes that there will be no
material effect on the financial statements.
In June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12
Compensation -- Stock Compensation (Topic 718), Accounting for Share-Based
Payments When the Terms of an Award Provide That a Performance Target Could Be
Achieved after the Requisite Service Period. A performance target in a
share-based payment that affects vesting and that could be achieved after the
requisite service period should be accounted for as a performance condition
under Accounting Standards Codification (ASC) 718, Compensation -- Stock
Compensation. As a result, the target is not reflected in the estimation of the
award's grant date fair value. Compensation cost would be recognized over the
required service period, if it is probable that the performance condition will
be achieved. The guidance is effective for annual periods beginning after 15
December 2015 and interim periods within those annual periods. Early adoption is
permitted. Management has reviewed the ASU and believes that they currently
account for these awards in a manner consistent with the new guidance, therefore
there is no anticipation of any effect to the financial statements.
In August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15
Preparation of Financial Statements - Going Concern (Subtopic 205-40),
Disclosure of Uncertainties about an Entity's Ability to Continue as a Going
Concern. Under generally accepted accounting principles (GAAP), continuation of
a reporting entity as a going concern is presumed as the basis for preparing
financial statements unless and until the entity's liquidation becomes imminent.
Preparation of financial statements under this presumption is commonly referred
to as the going concern basis of accounting. If and when an entity's liquidation
becomes imminent, financial statements should be prepared under the liquidation
basis of accounting in accordance with Subtopic 205-30, Presentation of
Financial Statements--Liquidation Basis of Accounting. Even when an entity's
liquidation is not imminent, there may be conditions or events that raise
substantial doubt about the entity's ability to continue as a going concern. In
those situations, financial statements should continue to be prepared under the
going concern basis of accounting, but the amendments in this Update should be
followed to determine whether to disclose information about the relevant
conditions and events. The amendments in this Update are effective for the
annual period ending after December 15, 2016, and for annual periods and interim
periods thereafter. Early application is permitted. The Company will evaluate
the going concern considerations in this ASU, however, at the current period,
management does not believe that it has met conditions which would subject these
financial statements for additional disclosure.
We have reviewed the FASB issued Accounting Standards Update ("ASU") accounting
pronouncements and interpretations thereof that have effectiveness dates during
the periods reported and in future periods. The Company has carefully considered
the new pronouncements that alter previous generally accepted accounting
principles and does not believe that any new or modified principles will have a
material impact on the corporation's reported financial position or operations
in the near term. The applicability of any standard is subject to the formal
review of our financial management and certain standards are under
consideration.
8
3. RELATED PARTY TRANSACTIONS
The President of the Company provides management and office premises to the
Company for no compensation. 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 August 31, 2014 in the amount of $14,488.
4. COMMON SHARES
The stockholders' equity section of the Company contains the following classes
of capital stock as of August 31, 2014:
Common stock, $ 0.0001 par value: 130,000,000 shares authorized; 6,000,000
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, for net cash proceeds
of $10,000.
In December, 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.
At August 31, 2014 there are total of 6,000,000 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
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. The provision for refundable federal income
tax consists of the following for the period ended August 31, 2014:
Federal income tax benefit attributed to:
Net operating loss $ (5,738)
Valuation allowance (5,738)
--------
Net benefit $ --
========
The cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
Deferred tax attributed:
Net operating loss carryover $ 11,511
Less change in valuation allowance (11,511)
--------
Net deferred tax asset $ --
========
At August 31, 2014, the Company had an unused net operating loss carry-forward
approximating $33,855 that is available to offset future taxable income; the
loss carry-forward will start to expire in 2030.
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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 have generated no revenues to date. We have incurred $33,855 in operating
expenses from inception through August 31, 2014. 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 August 31, 2014. For detailed
financial information, see the financial statements included in this report.
Balance Sheet Data: 08/31/2014
------------------- ----------
Cash $ 4,098
Total assets $ 4,098
Total liabilities $ 17,953
Stockholder's equity $(13,855)
To date Management has focused on the 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
10
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.
If we experience a shortfall in operating capital prior to generating revenues
or securing additional funding, our director has verbally agreed to advance the
Company funds in a limited operations scenario.
Our net loss for the three months ended August 31, 2014 was $5,738. Our net loss
for the three months ended August 31, 2013 was $1,295.
As of August 31, 2014, there is a total of $14,488 in advances payable that is
owed by the company to Robin Thompson, a director and shareholder, for expenses
that he has paid on behalf of the company. The advances payable are interest
free and payable on demand.
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.
We completed our offering of 1,000,000 shares of common stock to 25 individuals
for cash in the amount of $10,000 in December 2013.
LIQUIDITY AND CAPITAL RESOURCES
At August 31, 2014 we had $4,098 in cash and there were outstanding liabilities
of $17,953. Our directors have verbally agreed to loan the company funds for
operating expenses in a limited scenario, but they have no legal obligation to
do so.
PLAN OF OPERATION
Now that we have completed only a portion of our Company's $50,000 budget, we
will be forced to operate at a minimal level and to extend our target dates
until we receive additional financing.
Our specific business plan for the next twelve months will include the
following:
We will begin initial programming of the Home and Buyers List navigation pages,
which includes actual programming instructions in developing content pages for
use for our web-based application. However, the buyer/listing feature that will
match the buyer's property specifications profiled on the Buyer's List with the
properties owned by the investor on the Property List will be delayed until the
Company receives additional funding.
11
We believe we will be able to operate at a minimal level for the next 12 months
to cover corporate and filing expenses, provide limited marketing, and begin
initial programming of the Home and Buyers List navigations pages.
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 August 31, 2014.
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
August 31, 2014, 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
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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 October 13, 2014 By /s/ James Aikens
----------------------------------------
James Aikens
(Principal Executive Officer,
Principal Financial Officer,
Principal Accounting Officer & Director)
Date October 13, 2014 By /s/ Robin Thompson
----------------------------------------
Robin Thompson
(Director)
1
