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EX-23 - EXHIBIT 23.1 - AUDITOR'S CONSENT - Mobicard Inc.webwizardconsent.txt
EX-32 - EXHIBIT 32.1 - CERTIFICATION - Mobicard Inc.exh32-1dec2010.txt
EX-31 - EXHIBIT 31.1 - CERTIFICATION - Mobicard Inc.exh31-1dec2010.txt

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K

      [ X ]       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended September 30, 2010

      [    ]      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.
                 (Name of small business issuer in its charter)


             Nevada                          Applied For
 (State or other jurisdiction of (I.R.S. Employer Identification No.)
 Incorporation or organization)

                            No. 8 Lane 15 Gang Yang
                            Xi Cunhuicheng, Xin Hui,
                             Jiang Men City, China
                    (Address of principal executive offices)

                                +7-3952-681-877
                           Issuer's telephone number

Securities to be registered pursuant to Section 12(b) of the Act:

            Title of each class                  Name of each exchange on which
            to be so registered                  each class is to be registered

            None                                 None

Securities to be registered pursuant to Section 12(g) of the Act:


                                  Common Stock
                                (Title of Class)

Indicate  by  check  mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [  ] Yes    [X] No

Indicate by check mark  if  the  registrant  is  not  required  to  file reports
pursuant to Section 13 or 15(d) of the Act:
[  ] Yes    [X] No

Note - Checking the box above will not relieve any registrant required  to  file
reports  pursuant  to  Section  13  or  15(d)  of  the  Exchange  Act from their
obligations under those Sections.




                                       1



Indicate by check mark whether the registrant(1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 day. [ X ] Yes [ ] No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ({section}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). [Not Applicable.] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] 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" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [ X ] (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ X ] No [ ]. The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the average bid price of our common equity as of December 17, 2010 was: $8,636,250. The number of shares of the issuer's common stock issued and outstanding as of December 17, 2010 was 8,225,000. Documents Incorporated By Reference: None 2
TABLE OF CONTENTS PAGE PART I ITEM 1: DESCRIPTION OF BUSINESS................................................4 ITEM 1A:RISK FACTORS...........................................................7 ITEM 2: DESCRIPTION OF PROPERTY...............................................11 ITEM 3: LEGAL PROCEEDINGS.....................................................11 ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...................11 PART II ITEM 5: MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.................................11 ITEM 6: SELECTED FINANCIAL DATA...............................................12 ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION..............................................12 ITEM 7A:QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK............14 ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...........................14 ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES.................................................28 ITEM 9(T)A: CONTROLS AND PROCEDURES...........................................28 ITME 9B:OTHER INFORMATION.....................................................29 PART III ITEM 10:DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERANCE.................29 ITEM 11:EXECUTIVE COMPENSATION................................................30 ITEM 12:SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS...........................................31 ITEM 13:CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.................................................31 ITEM 14:PRINCIPAL ACCOUNTANT FEES AND SERVICES................................31 PART IV ITEM 15:EXHIBITS, FINANCIAL STATEMENT SCHEDULES...............................32 3
PART I ITEM 1: DESCRIPTION OF BUSINESS IN GENERAL We commenced operations as a provider of web services and products that enable small and medium-sized businesses to establish, maintain, promote and optimize their Internet presence. However, there is no assurance that our current business model is commercially and economically viable. Further marketing of our product and services in a broader client environment will be required before a final evaluation as to the economic feasibility of the Company's business model is determined. Economic feasibility refers to the ability of an enterprise to conduct its business operations in a profitable and cash-flow positive manner. Our goal is to enable small and medium-sized businesses to outsource their Web services needs to us. 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. We are currently reviewing other potential acquisitions of companies involved in the computer peripheral and services sectors and also investigating opportunities in the alternative energy and life science space. Our success depends on a significant number of small and medium-sized business outsourcing Website design, hosting, and management as well as adopting other online business solutions. As our existing and target customers are small and medium-sized businesses, these businesses are more likely to be significantly affected by economic downturns than larger, more established businesses. Additionally, these customers often have limited discretionary funds, which they may choose to spend on items other than our Web services and products. If small and medium-sized businesses experience economic hardship, they may be unwilling or unable to expend resources to develop their Internet presences, which would negatively affect the overall demand for our services and products and could cause our revenue to decline. We intend to build our business around a subscription-based ASP model that allows small and medium-sized businesses to outsource their Web services to us. Given that many small and medium-sized businesses do not have the in-house expertise to effectively design an Internet presence that will generate adequate traffic to their Websites and increase direct consumer interaction, the key elements of our business model and approach are to provide comprehensive Web- based solutions for Small and Medium-Sized Businesses. Our primary service offerings include Website design and publishing, Internet marketing and advertising, search engine optimization, search engine submission, and lead generation. In addition to our primary service offering, we provide a variety of premium services to customers who desire more advanced capabilities, such as e-commerce solutions and more sophisticated Internet marketing services. This breadth and flexibility of our offerings allow us to address the Web services needs of a wide variety of customers, ranging from those just establishing their Websites to those requiring a more robust Internet presence. We intend to sell our Web services and products primarily to customers identified through strategic marketing relationships with established companies that have large numbers of small and medium-sized business customers, such as business associations. We intend to establish a direct sales force that utilizes leads generated by our strategic marketing relationships to acquire new customers. Our sales force will specialize in selling to small and medium-sized businesses across a wide variety of industries throughout North America. Since inception on May 9, 2007 the Company continues to be primarily involved in organizational activities and has realized very limited revenues 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. 4
INDUSTRY BACKGROUND Our target market consists of approximately 23 million businesses in the United States. This market consists of approximately 14.7 million income-generating home-based businesses and approximately 8.2 million additional businesses with fewer than 100 employees that are not home-based businesses, as estimated by IDC, in March 2006. Adding these two markets together, this target market represents approximately 23 million businesses. We believe that small and medium-sized businesses understand that an effective Web presence is important to their success because of the increasing acceptance of the Internet as a tool for both consumers and businesses. We believe our market opportunity is driven by the following factors: - Small and medium-sized businesses often lack technical and marketing skills needed to create an effective Web presence; - As Internet usage continues to grow, small and medium-sized businesses will need more robust and complex Web services to generate customer traffic and impact buying behavior; - Small and medium-sized businesses are value-driven and monitor the return on their investments; - Outsourcing of information technology through the Internet is growing in acceptance and use; and - Profitably serving small and medium-sized businesses can be a challenge and vendors must have cost-effective and efficient processes. According to a March 2006 report (# 35050) by IDC approximately 73% of U.S. small businesses had Internet access in 2005, which is expected to grow to nearly 81% by 2010. The pervasiveness of the Internet has enabled companies to deliver important components of information technology infrastructure remotely as a service. Businesses can now outsource systems and software to Application Service Providers ("ASP"), which allows the implementation, hosting, maintenance, and upgrading of systems and software to be done in a more cost- effective manner than businesses may have been able to do internally. Use of the Internet by consumers is also widespread and growing. Jupiter Research, an independent market research firm, in a report dated March 2006, projected that the percentage of U.S. households with Internet access will increase from 69% in 2005 to 77%, or 93 million households, by 2011. Consumers searching the Internet for local businesses and services typically use two types of services: Internet yellow pages Websites and geographically targeted searches. We believe consumers will increasingly choose to use the Internet to find local merchants, retailers, and service providers, rather than using the print yellow pages. While small and medium-sized businesses have generally been slower than larger businesses to adopt the Internet as an integral part of their business strategies, we believe that an Internet presence is seen by most small business owners today as a business necessity, similar to a phone and fax number. We believe that small and medium-sized businesses increasingly understand the Internet's usefulness and importance in promoting their businesses and selling their services and products. According to a March 2006 IDC report (#35050), there were approximately 8.1 million small businesses, excluding home-based businesses, in the United States in 2005, approximately 4.8 million of which had Websites. Based on those figures, we calculate that 59% of small businesses, excluding home-based businesses, were estimated to have Websites in 2005. Notwithstanding, the market for Web services is highly competitive and evolving and we expect competition to increase from existing competitors as well as new market entrants. Most existing competitors typically offer a limited number of specialized solutions and services, but may provide a more comprehensive set of services in the future. These competitors include, among others, Website designers, Internet service providers, Internet search engine providers, local business directory providers, Website domain name registrars, eCommerce service providers, lead generation companies and hosting companies. These competitors may have greater resources, more brand recognition, and larger installed bases of customers than the Company currently has, and we cannot ensure that we will be able to compete favorably against them. 5
SALES AND MARKETING STRATEGY Our objective is to become a leading provider of Web services and products for small to medium-sized businesses. Key elements of our strategy include: Continuing to Target the Small and Medium-Sized Business Market Segment. We believe the small and medium-sized business market offers us the best opportunity to continue building a leading national Web services company. We believe this is an attractive market because it is large and because these businesses need a comprehensive, affordable solution to their Web services requirements. Our Web services meet critical business needs of these businesses that they often do not have the time, resources, or technical skills to fulfill themselves. Developing or Acquiring Complementary Services and Technologies. We market and sell Web services that are essential to an effective Internet presence such as local and regional lead generation, search engine optimization, Website search tools, affiliate marketing networks, and Web analytics. While we intend to provide many of these services through our relationships with other vendors or contractors, we will seek opportunities either to internally develop some or all of these services and products or acquire businesses that provide them. Expanding our Distribution Channels. To sell our Web services and products cost efficiently, we plan to establish strategic marketing relationships with organizations that have strong brand recognition with small and medium-sized businesses. We also plan to undertake marketing and sales activities so that a larger proportion of our customers are acquired through increased direct sales and new reseller programs. Selling Additional Services and Products to Existing Customers. As of September 30, 2010, we had only one client. As customers build their Internet presence, we believe that we can demonstrate the value of the additional premium services and products we offer, which can increase our average revenue per customer and improve our revenue growth. For example, we can provide paid search and e- commerce capabilities to our current customers' Websites, enabling additional sources of revenue for them while also contributing to a measurable return on their investment. Strengthening Customer Retention. We are dedicated to enhancing customer retention and building lasting relationships with our customers. We believe it is critical to customer retention to target small and medium-sized businesses that already understand the value of the Internet to their success. Improving customer retention also requires maximizing customer loyalty. Therefore, we are focused on customer satisfaction, consistent communication, Web service and product enhancements, and high quality customer service. Additionally, we believe that by educating our existing and prospective customers about the value of our services to their businesses we can build lasting customer relationships. COMPLIANCE WITH GOVERNMENT REGULATION We do not believe that government regulation will have a material impact on the way we conduct our business. EMPLOYEES We have no employees as of the date of this annual report other than our sole director. RESEARCH AND DEVELOPMENT EXPENDITURES We have not incurred any other research or development expenditures since our incorporation. SUBSIDIARIES We do not have any subsidiaries. PATENTS AND TRADEMARKS We do not own, either legally or beneficially, any patents or trademarks. 6
ITEM 1A. RISK FACTORS An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock could decline due to any of these risks, and you may lose part or all of your investment. RISKS RELATED TO OUR BUSINESS THE SUCCESS OF OUR BUSINESS DEPENDS ON THE CONTINUED GROWTH OF THE INTERNET AS A BUSINESS TOOL FOR SMALL AND MEDIUM-SIZED BUSINESSES. Expansion in the sales of our Web services and products will depend on the continued acceptance of the Internet as a communications and commerce platform for small and medium-sized businesses. The use of the Internet as a business tool could be adversely affected by delays in the development or adoption of new standards and protocols to handle increased demands of Internet activity, security, reliability, cost, ease-of-use, accessibility, and quality of service. The performance of the Internet and its acceptance as a business tool have been harmed in the past by viruses, worms, and similar malicious programs, and the Internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure. If for any reason the Internet does not remain a widespread communications medium and commercial platform or businesses do not continue to become Internet enabled and maintain an online presence, the demand for our services and products would be significantly reduced, thereby significantly affecting our sales and the success of our business. IF ECONOMIC OR OTHER FACTORS NEGATIVELY AFFECT THE SMALL AND MEDIUM-SIZED BUSINESS SECTOR, OUR CUSTOMERS MAY BECOME UNWILLING OR UNABLE TO PURCHASE OUR WEB SERVICES AND PRODUCTS, WHICH COULD CAUSE OUR REVENUE TO DECLINE AND IMPAIR OUR ABILITY TO OPERATE PROFITABLY. Our existing and target customers are small and medium-sized businesses. These businesses are more likely to be significantly affected by economic downturns than larger, more established businesses. Additionally, these customers often have limited discretionary funds, which they may choose to spend on items other than our Web services and products. If small and medium-sized businesses experience economic hardship, they may be unwilling or unable to expend resources to develop their Internet presences, which would negatively affect the overall demand for our services and products and could cause our revenue to decline. OUR OPERATING RESULTS ARE DIFFICULT TO PREDICT AND FLUCTUATIONS IN OUR PERFORMANCE MAY RESULT IN VOLATILITY IN THE MARKET PRICE OF OUR COMMON STOCK. Due to our limited operating history, our evolving business model, and the unpredictability of our emerging industry, our operating results are difficult to predict. We expect to experience fluctuations in our operating and financial results due to a number of factors, such as: * our ability to retain and increase sales to existing customers, attract new customers, and satisfy our customers' requirements; * the renewal rates for our services; * changes in our pricing policies; * the introduction of new services and products by us or our competitors; * our ability to hire, train and retain members of our sales force; * the rate of expansion and effectiveness of our sales force; * technical difficulties or interruptions in our services; * general economic conditions; * additional investment in our services or operations; and * our success in maintaining and adding strategic marketing relationships. Such fluctuations may result in volatility in the market price of our common stock. 7
WE FACE INTENSE AND GROWING COMPETITION. IF WE ARE UNABLE TO COMPETE SUCCESSFULLY, OUR BUSINESS WILL BE SERIOUSLY HARMED. The market for our Web services and products is competitive and has relatively low barriers to entry. Our competitors vary in size and in the variety of services they offer. We encounter competition from a wide variety of company types, including: *Website design and development service and software companies; *Internet service providers and application service providers; *Internet search engine providers; *Local business directory providers; and *Website domain name providers and hosting companies. In addition, due to relatively low barriers to entry in our industry, we expect the intensity of competition to increase in the future from other established and emerging companies. Increased competition may result in price reductions, reduced gross margins, and loss of market share, any one of which could seriously harm our business. We also expect that competition will increase as a result of industry consolidations and formations of alliances among industry participants. Moreover, many of our current competitors have longer operating histories, significantly greater financial, technical, marketing and other resources, greater brand recognition and, we believe, a larger installed base of customers. These competitors may be able to adapt more quickly to new or emerging technologies and changes in customer requirements. They may be able to devote greater resources to the promotion and sale of their services and products than we can. If we fail to compete successfully against current or future competitors, our revenue could increase less than anticipated, or even decline, and our business could be significantly harmed. OUR FAILURE TO BUILD BRAND AWARENESS WITHIN A SHORT PERIOD OF TIME COULD COMPROMISE OUR ABILITY TO COMPETE AND TO GROW OUR BUSINESS. As a result of the anticipated increase in competition in our market, and the likelihood that some of this competition will come from companies with established brands, we believe brand name recognition and reputation will become increasingly important. Our planned strategy of relying significantly on third- party strategic marketing relationships to find new customers may impede our ability to build brand awareness, as our customers may mistakenly believe our Web services and products will be those of the parties with which we have strategic marketing relationships. If we do not continue to build brand awareness, we could be placed at a competitive disadvantage to companies whose brands are more recognizable than ours. IF WE CANNOT ADAPT TO TECHNOLOGICAL ADVANCES, OUR WEB SERVICES AND PRODUCTS MAY BECOME OBSOLETE AND OUR ABILITY TO COMPETE WOULD BE IMPAIRED. Changes in our industry occur very rapidly, including changes in the way the Internet operates or is used by small and medium-sized businesses and their customers. As a result, our Web services and products could become obsolete within a short time period. The introduction of competing products employing new technologies and the evolution of new industry standards could render our existing products or services obsolete and unmarketable. To be successful, our Web services and products must keep pace with technological developments and evolving industry standards, address the ever-changing and increasingly sophisticated needs of our customers, and achieve market acceptance. If we are unable to develop new Web services or products, or enhancements to our Web services or products, on a timely and cost-effective basis, or if new Web services or products or enhancements do not achieve market acceptance, our business would be seriously harmed. 8
PROVIDING WEB SERVICES AND PRODUCTS TO SMALL AND MEDIUM-SIZED BUSINESSES DESIGNED TO ALLOW THEM TO INTERNET-ENABLE THEIR BUSINESSES IS A NEW AND EMERGING MARKET; IF THIS MARKET FAILS TO DEVELOP, WE WILL NOT BE ABLE TO GROWOUR BUSINESS. Our success depends on a significant number of small and medium-sized business outsourcing Website design, hosting, and management as well as adopting other online business solutions. The market for our Web services and products is relatively new and untested. Custom Website development has been the predominant method of Internet enablement, and small and medium-sized businesses may be slow to adopt our template-based Web services and products. Further, if small or medium-sized businesses determine that having an Internet presence is not giving their businesses an advantage, they would be less likely to purchase our Web services and products. If the market for our Web services and products fails to grow or grows more slowly than we currently anticipate, or if our Web services and products fail to achieve widespread customer acceptance, our business would be seriously harmed. THE ISSUANCE OF ADDITIONAL SHARES WILL RESULT IN DILUTION TO OUR CURRENT SHAREHOLDERS. To date, we have been dependent on funds contributed by our President, Mr. Ya Tang Chao, for the operations of the Company. In order to secure additional funding to continue operations, we may need to engage in equity or debt financings. If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock, including the shares of common stock sold in this offering. Any debt financing secured by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. In addition, we may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired. IF WE DO NOT OBTAIN ADDITIONAL FINANCING TO SUPPORT BUSINESS GROWTH, OUR BUSINESS MAY FAIL. We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new services and products or enhance our existing Web services, enhance our operating infrastructure and acquire complementary businesses and technologies. While at September 30, 2010 we had cash on hand of $180, unless we obtain additional funding, we expect that we will not be able to continue operations. We anticipate that additional funding will be needed for general administrative expenses and marketing costs. In order to expand our business operations, we anticipate that we will have to raise additional funding. If we are not able to raise the capital necessary to fund our business expansion objectives, we may have to delay the implementation of our business plan. We do not currently have any arrangements for financing. The availability of additional funding will be subject to a number of factors, including general market conditions, investor acceptance of our business plan and initial results from our business operations. These factors may impact the timing, amount, terms or conditions of additional financing available to us. The most likely source of future funds, if any, is through the sale of additional shares of common stock or advances from our sole director. WE HAVE COMMENCED LIMITED BUSINESS OPERATIONS, AND THEREFORE WE FACE A HIGH RISK OF BUSINESS FAILURE. We were incorporated on May 9, 2007 and to date have been involved primarily in organizational activities. We have earned limited revenues in the amount of $1,434 since inception and have total income of $(54,620) from our incorporation to September 30, 2010. 9
We have had very limited operations. Accordingly, you cannot thoroughly evaluate our business and our future prospects, due to a lack of operating history. IF WE ARE UNABLE TO RETAIN KEY PERSONNEL, THIS MAY COMPROMISE OUR ABILITY TO SUCCESSFULLY MANAGE OUR BUSINESS AND PURSUE OUR GRWOTH STRATEGY. We depend on the services of our sole director and officer, Ya Tang Chao, for the future success of our business. The loss of the services of Mr. Chao could have an adverse effect on our business, financial condition and results of operations. We do not carry any key personnel life insurance policies on Mr. Chao and we do not have a contract for his services. OUR DIRECTOR AND OFFICER OWNS 60.79% OF OUR OUTSTANDING COMMON STOCK AND THEREFORE HAS CONTROL OVER ALL CORPORATE DECISIONS. HE MAY MAKE BUSINESS DECISIONS THAT ARE DISADVANTAGEOUS TO MINORITY SHAREHOLDERS. As of the date of this Prospectus, Mr. Chao, our sole director and officer, owns approximately 60.79% of the outstanding shares of our common stock. Accordingly, he will have significant influence in determining the outcome of all corporate transactions or other matters, including the election of directors, mergers, consolidations and the sale of all or substantially all of our assets, as well as the power to prevent or cause a change in control. The interests of Mr. Chao may differ from the interests of the other stockholders and may result in corporate decisions that are disadvantageous to other shareholders. GOVERNMENTAL REGULATION INVOLVING THE TRANSMISSION OF INFORMATION OVER THE INTERNET IS EVOLVING, AND WE MAY FACE LIABILITY IN CONNECTION WITH THE INFORMATION THAT IS TRANSMITTED USING OUR WEB SERVICES AND PRODUCTS. The legal framework that applies to the Internet is continually evolving. Laws relating to the Internet have been, and likely will continue to be, enacted that address issues of privacy, security, pricing, taxation, quality and substance of services and products, and other issues. Because our Web services and products allow customers to transmit information over the Internet on their own Websites, and because we develop many of these Websites, we may be found to be liable for any improper information that our customers transmit. We may face liability for defamation, negligence, copyright, patent or trademark infringement, and other claims based on the nature and content of the materials being transmitted by our Web services. Although we retain discretion to cancel the Web services being provided to customers if we learn such content is being transmitted, there can be no guarantee that our customers will refrain from such transmission or that we will not be deemed responsible for the content being transmitted or hosted using our Web services or products. Government regulations also could affect the cost of communicating on the Internet and could negatively affect the demand for our Web services and products, and our business could thereby be harmed. RISKS RELATED TO OUR COMMON STOCK OUR COMMON SHARES ARE CONSIDERED PENNY STOCK, WHICH LIMITS AN INVESTOR'S ABILITY TO SELL THE STOCK. Our shares of common stock constitute penny stock under the Securities and Exchange Act. The shares will remain penny stock for the foreseeable future. Broker-dealer practices in connection with transactions in "penny stocks" are regulated by penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on some national securities exchanges or quoted on NASDAQ). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, broker-dealers who sell these securities to persons other than established customers and "accredited investors" must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the 10
purchaser's written agreement to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules, and investors in our common stock may find it difficult to sell their shares. FORWARD-LOOKING STATEMENTS 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. No assurances can be given 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. ITEM 2: DESCRIPTION OF PROPERTY The Company does not have, own or lease any property. ITEM 3: LEGAL PROCEEDINGS There are no legal proceedings pending or threatened against us. ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted during the fourth quarter of our fiscal year to a vote of security holders, through the solicitation of proxies or otherwise. PART II ITEM 5: MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES MARKET INFORMATION Our shares of common stock were quoted on the OTC Bulletin Board on June 9, 2008. This market is extremely limited and the prices quoted are not a reliable indication of the value of our common stock. As of September 30 2010, no trades of our common stock occurred through the facilities of the OTC Bulletin Board. The quotations on the OTC Bulletin Board reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. HOLDERS We had 29 shareholders of record as at the date of this annual report. DIVIDENDS There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend: 11
1. we would not be able to pay our debts as they become due in the usual course of business; or 2. our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution. We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS As of December 17, 2010, we have no compensation plans under which our equity securities are authorized for issuance. RECENT SALES OF UNREGISTERED SECURITIES None. ISSUER REPURCHASES OF EQUITY SECURITIES None. STOCK OPTION GRANTS To date, we have not granted any stock options. REGISTRATION RIGHTS None. ITEM 6. SELECTED FINANCIAL DATA Not applicable. ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Our success depends on a significant number of small and medium-sized business outsourcing Website design, hosting, and management as well as adopting other online business solutions. As our existing and target customers are small and medium-sized businesses, these businesses are more likely to be significantly affected by economic downturns than larger, more established businesses. Additionally, these customers often have limited discretionary funds, which they may choose to spend on items other than our Web services and products. If small and medium-sized businesses experience economic hardship, they may be unwilling or unable to expend resources to develop their Internet presences, which would negatively affect the overall demand for our services and products and could cause our revenue to decline. Our technology automates many aspects of creating, maintaining, enhancing, and marketing Websites on behalf of our customers. We intend to become one of the industry's largest providers of affordable Web services and products enabling small and medium-sized businesses to have an effective Internet presence. Our primary service offerings include Website design and publishing, Internet marketing and advertising, search engine optimization, search engine submission, and lead generation. In addition to our primary service offering, we provide a variety of premium services to customers who desire more advanced capabilities, such as e-commerce solutions and more sophisticated Internet marketing services. This breadth and flexibility of our offerings allow us to address the Web services needs of a wide variety of customers, ranging from those just establishing their Websites to those requiring a more robust Internet presence. Our target market consists of approximately 23 million businesses in the United States. This market consists of approximately 14.7 million income-generating home-based businesses and approximately 8.2 million additional businesses with fewer than 100 employees that are not home-based businesses, as estimated by IDC, in March 2006. 12
Adding these two markets together, this target market represents approximately 23 million businesses. We believe that small and medium-sized businesses understand that an effective Web presence is important to their success because of the increasing acceptance of the Internet as a tool for both consumers and businesses. We intend to sell our Web services and products primarily to customers identified through strategic marketing relationships with established companies that have large numbers of small and medium-sized business customers, such as business associations. We intend to establish a direct sales force that utilizes leads generated by our strategic marketing relationships to acquire new customers. Our sales force will specialize in selling to small and medium-sized businesses across a wide variety of industries throughout North America. Over the coming 12 months, 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 complying with reporting obligations. Total expenditures over the next 12 months are therefore expected to be $40,000. We do not have sufficient funds on hand to commence intended business operations and our cash reserves are not sufficient to meet our obligations for 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. We may also seek to obtain short-term loans from our directors. 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. We do not have any arrangements in place for any future equity financing. If we are unable to raise the required financing, we will be delayed in conducting our business plan. RESULTS OF OPERATIONS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2010 We did not earn any revenues during the fiscal year ended September 30, 2010. We have not fully implemented our sales and marketing strategy for our web services and products and can therefore provide no assurance that our business model and plan is economically feasible. We incurred operating expenses in the amount of $7,832 for the year ended September 30, 2010. These operating expenses were comprised of banking charges of $72, professional fees of $7,360, filing and transfer agent fees of $400. Our net loss in fiscal 2010 of $7,832 was lower than fiscal 2009 of $11,134 primarily due to a decrease in filing and transfer agent fees of $400 (2009 - $2,659) and a decrease in professional fees $7,360 in 2010 as compared to $8,400 in 2009. 13
We have not attained profitable operations and are dependent upon obtaining financing to complete our proposed business plan. For these reasons, there is substantial doubt that we will be able to continue as a going concern. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not applicable. ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 14
GEORGE STEWART, CPA 316 17TH AVENUE SOUTH SEATTLE, WASHINGTON 98144 (206) 328-8554 FAX(206) 328-0383 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors Web Wizard, Inc. I have audited the accompanying balance sheet of Web Wizard, Inc. (A Development Stage Company) as of September 30, 2010 and 2009, and the related statements of operations, stockholders' equity and cash flows for the years then ended and for the period from May 9, 2007 (inception), to September 30, 2010. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Web Wizard, Inc., (A Development Stage Company) as of September 30, 2010 and 2009, and the results of its operations and cash flows for the years then ended and from May 9, 2007 (inception), to September 30, 2010 in conformity with generally accepted accounting principles in the United States of America. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note # 1 to the financial statements, the Company has had no operations and has no established source of revenue. This raises substantial doubt about its ability to continue as a going concern. Management's plan in regard to these matters is also described in Note # 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /S/ George Stewart, CPA Seattle, Washington December 7, 2010 15
WEB WIZARD, INC. (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS SEPTEMBER 30, 2010 (STATED IN US DOLLARS) BALANCE SHEETS STATEMENTS OF OPERATIONS STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) STATEMENTS OF CASH FLOWS NOTES TO THE FINANCIAL STATEMENTS 16
WEB WIZARD, INC. (A Development Stage Company) BALANCE SHEETS September 30, 2010 September 30, 2009 ASSETS CURRENT Cash $ 180 $ 252 TOTAL ASSETS $ 180 $ 252 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT Accounts payable and accrued liabilities $ 1,700 $ 2,740 Loans from related parties 29,200 20,400 Total current liabilities 30,900 23,140 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 (54,620) (46,788) Total stockholders' equity (30,720) (22,888) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 180 $ 252 The accompanying notes are an integral part of these financial statements 17
WEB WIZARD, INC. (A Development Stage Company) STATEMENTS OF OPERATIONS May 9, 2007 (Date of Year Ended Year Ended Inception) to September September September 30, 2010 30, 2009 30, 2010 REVENUE $ - $ - $ 1,434 EXPENSES Bank charges and interest 72 75 265 Office expenses - - 246 Professional fees 7,360 8,400 40,446 Transfer and filing fees 400 2,659 13,597 Travel and entertainment - - 1,500 7,832 11,134 54,620 NET INCOME $ (7,832) $(11,134) $(54,620) BASIC AND DILUTED LOSS PER SHARE $ ( 0.00) $ ( 0.00) WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED 8,225,000 8,225,000 The accompanying notes are an integral part of these financial statements 18
WEB WIZARD, INC. (A Development Stage Company) STATEMENTS OF STOCKHOLDERS' EQUITY 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) The accompanying notes are an integral part of these financial statements 19
WEB WIZARD, INC. (A Development Stage Company) STATEMENTS OF CASH FLOWS May 9, 2007 (Date of Year Ended Year Ended Inception) to September September September 30, 2010 30, 2009 30, 2010 CASH FLOWS USED IN OPERATING ACTIVITIES Net loss $ (7,832) $ (11,134) $ (54,620) Items not involving cash: Adjustment to reconcile net loss to net cash used by operating activities: Accounts payable (1,040) 2,740 1,700 Net cash used in operating activities (8,872) (8,394) (52,920) CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common shares - - 23,900 Loans from related parties 8,800 5,400 29,200 Net cash provided by financing activities 8,800 5,400 53,100 CHANGE IN CASH (72) (2,994) 180 CASH, BEGINNING 252 3,246 - CASH, ENDING $ 180 $ 252 $ 180 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: CASH PAID FOR: Interest $ - $ - $ - Income taxes $ - $ - $ - The accompanying notes are an integral part of these financial statements 20
WEB WIZARD, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS September 30, 2010 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. 21
WEB WIZARD, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS September 30, 2010 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. 22
WEB WIZARD, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS September 30, 2010 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. 23
WEB WIZARD, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS September 30, 2010 2. SIGNIFICANT ACCOUNTING PRACTICES (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 September 30, 2010. 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. 24
WEB WIZARD, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS September 30, 2010 2. SIGNIFICANT ACCOUNTING PRACTICES (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. 25
WEB WIZARD, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS September 30, 2010 2. SIGNIFICANT ACCOUNTING PRACTICES (CONTINUED) Recently Accounting Pronouncements (continued) In October 2009, the FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective for the Company on January 1, 2011. 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. 26
WEB WIZARD, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS September 30, 2010 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 September 30, 2010, 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 $29,200 at September 30, 2010. 27
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A(T): CONTROLS AND PROCEDURES (A)EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2010. They concluded that our disclosure controls and procedures could not be relied upon to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Principal Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure. (B)MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING As of September 30, 2010, management assessed the effectiveness of the Company's internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments as defined in Exchange Act Rules 13a-15(e) and 15-d-15(e)). Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses. The matters involving internal controls and procedures that the Company's management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (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. The aforementioned material weaknesses were identified by the Company's Chief Financial Officer in connection with the audit of our financial statements as of September 30, 2010 and communicated the matters to our management. Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an affect on the Company's financial results. However, management believes that the lack of outside directors on the Company's board of directors can resulting in oversight in the establishing and monitoring of required internal controls and procedures which can affect the process of preparing Company's financial statements. 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 28
forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements. 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. We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. (C) CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under the Exchange Act that occurred during the small business issuer's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B: OTHER INFORMATION None. PART III ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Name Age Position with RegistrantServed as a Director or Officer Since Ya Tang Chao35 President, C.E.O, May 9, 2007 Secretary, Principal Financial Officer, Treasurer and Director Set forth below is a brief description of the background and business experience of our sole executive officer and director for the past five years. Mr. Chao has acted as our President, CEO, Secretary, Treasurer, Principal Financial Officer and Director since our incorporation on May 9, 2007. Since 2000, Mr. Chao has worked as an IT consultant to HSBC's Group Development Center, the Bank's information technology arm based in Burnaby, British Columbia and focused on developing Web applications for the bank's online banking operations. From 1996 until 1999, Mr. Chao was a software engineer with IPACS, a Singapore-based IT outsourcing company with operations in Shanghai, China. At IPACS, Mr. Chao helped developed software applications and platforms for brokerage houses and banks based in Shanghai. Mr. Chao graduated with a Bachelor's Degree in Computer Science from China National Textile University in 1999. 29
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. Based on our review of the copies of such forms we received, we believe that during the fiscal year ended September 30, 2010 all such filing requirements applicable to our officers and directors were complied with exception that reports were filed late by the following persons: Number TransactionsKnown Failures Of late Not Timely To File a Name and principal position Reports Reported Required Form -------------------------------------------------------------------------------- ---------- Ya Tang Chao 0 0 0 (President, Chief Executive Officer, Treasurer, Secretary, Principal Financial Officer and Director) ITEM 11: EXECUTIVE COMPENSATION The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal year ended September 30, 2010. Annual Compensation Long Term Compensation Name Title Year Salary Bonus Other Annual Restricted Options/ LTIP (1) Compensation Stock SARs (#) payouts All Other Awarded ($) Compensation Ya President, 2010 $0 0 0 0 0 0 0 Tang Chief Executive Officer, Treasurer, Chao Secretary Principal Financial Officer and Director 2009 $0 0 0 0 0 0 0 2008 $0 0 0 0 0 0 0 2007 $0 0 0 0 0 0 0 30
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding common stock as of the date of this prospectus, and by our officer and director, individually and as a group. Except as otherwise indicated, all shares are owned directly. TITLE OF NAME AND ADDRESS OF BENEFICIAL OWNER AMOUNT OF BENEFICIAL PERCENT CLASS OWNERSHIP OF CLASS COMMON Ya Tang Chao 5,000,000 60.79% STOCK President, Chief Executive Officer, Treasurer, Secretary, Principal Financial Officer and Director No. 8 Lane 15 Gang Yang Xin ChunHuicheng, Xin Hui, Jiang Men City, China COMMON All officers and directors as a group (one person) 5,000,000 60.79% STOCK The percent of class is based on 8,225,000 shares of common stock issued and outstanding as of the date of this annual report. ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us: - Any of our directors or officers; - Any person proposed as a nominee for election as a director; - Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock; - Any member of the immediate family of any of the foregoing persons who has the same house as such person. ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES Our principal accountants, George Stewart, CPA, rendered invoices to us during the fiscal periods indicated for the following fees and services: Fiscal year ended Fiscal year ended September 30, 2010 September 30, 2009 Audit fees $8,400 $8,000 Audit-related fees Nil Nil Tax fees Nil Nil All other fees Nil Nil Audit fees consist of fees related to professional services rendered in connection with the audit of our annual financial statements, the review of the financial statements included in each of our quarterly reports on Form 10-Q. 31
Our policy is to pre-approve all audit and permissible non-audit services performed by the independent accountants. These services may include audit services, audit-related services, tax services and other services. Under our audit committee's policy, pre-approval is generally provided for particular services or categories of services, including planned services, project based services and routine consultations. In addition, we may also pre-approve particular services on a case-by-case basis. We approved all services that our independent accountants provided to us in the past two fiscal years. PART IV ITEM 15: EXHIBITS, FINANCIAL STATEMENT SCHEDULES EXHIBITS 3.1* Articles of Incorporation 3.2* Bylaws 23.1 Auditor's consent 31.1 Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *filed as an exhibit to our registration statement on Form SB-2 dated January 11, 2008 REPORTS ON FORM 8-K We did not file any reports on Form 8-K during the last quarter of fiscal 2010. FINANCIAL STATEMENT SCHEDULES We are not filing any financial statement schedules as part of this report as such schedules are either not applicable or the required information is included in the financial statements or notes thereto. 32
SIGNATURES Pursuant to the requirements of Section 13 and 15 (d) 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. Web Wizard Inc. By /s/ Ya Tang Chao Ya Tang Chao President, CEO, Treasurer, Secretary, Principal Financial Officer & Director Date: December 17, 2010 In accordance with the Securities Exchange Act, this report has been signed below by the following person(s) on behalf of the registrant and in the capacities and on the dates indicated. By /s/ Ya Tang Chao Ya Tang Chao President, CEO, Treasurer, Secretary, Principal Financial Officer & Director Date: December 17, 2010 33