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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, 2011
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________________ to __________________
Commission file number: 001-33968
WEB WIZARD INC.
(Name of small business issuer in its charter)
Nevada Applied For
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
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.
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 (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). [X] Yes [ ] No
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). [X] Yes [ ] 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 15, 2011 was: $8,636,250.
The number of shares of the issuer's common stock issued and outstanding as of
December 15, 2011 was 8,225,000.
Documents Incorporated By Reference: None
TABLE OF CONTENTS
Page
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PART I
ITEM 1: DESCRIPTION OF BUSINESS 3
ITEM 1A: RISK FACTORS 6
ITEM 2: DESCRIPTION OF PROPERTY 10
ITEM 3: LEGAL PROCEEDINGS 10
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 10
PART II
ITEM 5: MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES 10
ITEM 6: SELECTED FINANCIAL DATA 11
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION 11
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 13
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 14
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURES 25
ITEM 9(T)A: CONTROLS AND PROCEDURES 25
ITME 9B: OTHER INFORMATION 26
PART III
ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERANCE 26
ITEM 11: EXECUTIVE COMPENSATION 27
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS 28
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
DIRECTOR INDEPENDENCE 28
ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES 28
PART IV
ITEM 15: EXHIBITS, FINANCIAL STATEMENT SCHEDULES 29
2
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.
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.
In light of heightened competition in our current business space, we have
decided to review other potential opportunities in other industry sectors,
including opportunities in technology, Internet, biotechnology and the mineral
resource sectors.
3
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.
4
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, 2011, 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.
5
PATENTS AND TRADEMARKS
We do not own, either legally or beneficially, any patents or trademarks.
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;
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* 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.
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
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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.
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, 2011 we had cash on hand of $108, 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.
8
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 $(75,072) from our incorporation
to September 30, 2011.
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
9
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
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 2011, 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 25 shareholders of record as at the date of this annual report.
10
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:
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 15, 2011, 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,
11
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. 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.
12
RESULTS OF OPERATIONS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2011
We did not earn any revenues during the fiscal year ended September 30, 2011. 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 $20,452 for the year ended
September 30, 2011. These operating expenses were comprised of banking charges
of $72, professional fees of $19,600, filing and transfer agent fees of $780.
Our net loss in fiscal 2011 of $20,452 was higher than fiscal 2010 of $7,832
primarily due to an increase in filing and transfer agent fees of $780 (2010 -
$400) and an increase in professional fees $19,600 in 2011 as compared to $7,360
in 2010.
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.
13
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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, 2011 and 2010, 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, 2011. 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, 2011 and 2010, and the results of its
operations and cash flows for the years then ended and from May 9, 2007
(inception), to September 30, 2011 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
November 30, 2011
14
WEB WIZARD, INC.
(A Development Stage Company)
BALANCE SHEETS
--------------------------------------------------------------------------------
September 30, September 30,
2011 2010
-------- --------
ASSETS
CURRENT
Cash $ 108 $ 180
-------- --------
TOTAL ASSETS $ 108 $ 180
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT
Accounts payable and accrued liabilities $ 5,600 $ 1,700
Loans from related parties 45,680 29,200
-------- --------
Total current liabilities 51,280 30,900
-------- --------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock (Note 5)
Authorized:
75,000,000 common shares, par value $0.001 per share
Issued and outstanding:
8,225,000 common shares 8,225 8,225
Additional paid-in capital 15,675 15,675
Deficit accumulated during the development stage (75,072) (54,620)
-------- --------
Total stockholders' equity (51,172) (30,720)
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 108 $ 180
======== ========
The accompanying notes are an integral part of these financial statements
15
WEB WIZARD, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
May 9, 2007
(Date of
Year Ended Year Ended Inception) to
September 30, September 30, September 30,
2011 2010 2011
---------- ---------- ----------
REVENUE $ -- $ -- $ 1,434
EXPENSES
Bank charges and interest 72 72 337
Office expenses -- -- 246
Professional fees 19,600 7,360 60,046
Transfer and filing fees 780 400 14,377
Travel and entertainment -- -- 1,500
---------- ---------- ----------
20,452 7,832 76,506
---------- ---------- ----------
NET INCOME $ (20,452) $ (7,832) $ (75,072)
========== ========== ==========
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
16
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)
Net loss (20,452) (20,452)
---------- ---------- ---------- ---------- ----------
BALANCE, SEPTEMBER 30, 2011 8,225,000 $ 8,225 $ 15,675 $ (75,072) $ (51,172)
========== ========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements
17
WEB WIZARD, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
May 9, 2007
(Date of
Year Ended Year Ended Inception) to
September 30, September 30, September 30,
2011 2010 2011
-------- -------- --------
CASH FLOWS USED IN OPERATING ACTIVITIES
Net loss $(20,452) $ (7,832) $(75,072)
Items not involving cash:
Adjustment to reconcile net loss to net cash
used by operating activities:
Accounts payable 3,900 (2,740) 5,600
-------- -------- --------
Net cash used in operating activities (16,552) (5,054) (69,472)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common shares -- -- 23,900
Loans from related parties 16,480 5,000 45,680
-------- -------- --------
Net cash provided by financing activities 16,480 5,000 69,580
-------- -------- --------
CHANGE IN CASH (72) (54) 108
CASH, BEGINNING 180 252 --
-------- -------- --------
CASH, ENDING $ 108 $ 198 $ 108
======== ======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
CASH PAID FOR:
Interest $ -- $ -- $ --
======== ======== ========
Income taxes $ -- $ -- $ --
======== ======== ========
The accompanying notes are an integral part of these financial statements
18
WEB WIZARD, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2011
--------------------------------------------------------------------------------
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.
19
WEB WIZARD, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2011
--------------------------------------------------------------------------------
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, 2011, 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.
20
WEB WIZARD, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2011
--------------------------------------------------------------------------------
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.
21
WEB WIZARD, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2011
--------------------------------------------------------------------------------
2. SIGNIFICANT ACOUNTING POLICIES (CONTINUED)
Recently Accounting Pronouncements (continued)
In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations". This
Statement replaces SFAS No. 141, Business Combinations. This Statement retains
the fundamental requirements in Statement 141 that the acquisition method of
accounting (which Statement 141 called the purchase method) be used for all
business combinations and for an acquirer to be identified for each business
combination. This Statement also establishes principles and requirements for how
the acquirer: a) recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any non-controlling
interest in the acquiree; b) recognizes and measures the goodwill acquired in
the business combination or a gain from a bargain purchase and c) determines
what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. SFAS No.
141(R) will apply prospectively to business combinations for which the
acquisition date is on or after Company's fiscal year beginning October 1, 2009.
While the Company has not yet evaluated this statement for the impact, if any,
that SFAS No. 141(R) will have on its financial statements, the Company will be
required to expense costs related to any acquisitions after September 30, 2011.
In March, 2008, the FASB issued FASB Statement No. 161, "Disclosures about
Derivative Instruments and Hedging Activities". The new standard is intended to
improve financial reporting about derivative instruments and hedging activities
by requiring enhanced disclosures to enable investors to better understand their
effects on an entity's financial position, financial performance, and cash
flows. It is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. The new standard also improves transparency about the location and
amounts of derivative instruments in an entity's financial statements; how
derivative instruments and related hedged items are accounted for under
Statement 133; and how derivative instruments and related hedged items affect
its financial position, financial performance, and cash flows. FASB Statement
No. 161 achieves these improvements by requiring disclosure of the fair values
of derivative instruments and their gains and losses in a tabular format. It
also provides more information about an entity's liquidity by requiring
disclosure of derivative features that are credit risk-related. Finally, it
requires cross-referencing within footnotes to enable financial statement users
to locate important. Based on current conditions, the Company does not expect
the adoption of SFAS 161 to have a significant impact on its results of
operations or financial position.
In May of 2008, FASB issued SFASB No.162, "The Hierarchy of Generally Accepted
Accounting Principles". The pronouncement mandates the GAAP hierarchy reside in
the accounting literature as opposed to the audit literature. This has the
practical impact of elevating FASB Statements of Financial Accounting Concepts
in the GAAP hierarchy. This pronouncement will become effective 60 days
following SEC approval. The Company does not believe this pronouncement will
impact its financial statements.
In May of 2008, FASB issued SFASB No. 163, "Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60". The scope of
the statement is limited to financial guarantee insurance (and reinsurance)
contracts. The pronouncement is effective for fiscal years beginning after
December 31, 2008. The Company does not believe this pronouncement will impact
its financial statements.
In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, Interim Disclosures
about Fair Value of Financial Instruments ("FSP FAS 107-1 and APB 28-1"). FSP
FAS 107-1 and APB 28-1 amend FASB Statement No. 107, Disclosures about Fair
Value of Financial Instruments, to require disclosures about fair value of
financial instruments in interim as well as in annual financial statements. FSP
FAS 107-1 and APB 28-1 also amend APB Opinion No. 28, Interim Financial
Reporting, to require those disclosures in all interim financial statements. The
adoption of these standards had no impact on our financial position or results
of operations.
22
WEB WIZARD, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2011
--------------------------------------------------------------------------------
2. SIGNIFICANT ACOUNTING POLICIES (CONTINUED)
Recently Accounting Pronouncements (continued)
In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, Recognition and
Presentation of Other-Than-Temporary Impairments ("FSP FAS 115-2 and FAS
124-2"). FSP FAS 115-2 and FAS 124-2 amend the other-than-temporary impairment
guidance for debt securities to make the guidance more operational and to
improve the presentation and disclosure of other-than-temporary impairments in
the financial statements. The most significant change FSP FAS 115-2 and FAS
124-2 bring is a revision to the amount of other-than-temporary loss of a debt
security recorded in earnings. The adoption of these standards had no impact on
our financial position or results of operations.
In May 2009, the FASB issued SFAS 165, "Subsequent Events." SFAS 165 establishes
general standards of accounting for and disclosure of events that occur after
the balance sheet date but before financial statements are issued or are
available to be issued. SFAS 165 sets forth the period after the balance sheet
date during which management of a reporting entity should evaluate events or
transactions that may occur for potential recognition or disclosure in the
financial statements, the circumstances under which an entity should recognize
events or transactions occurring after the balance sheet date in its financial
statements, and the disclosures that an entity should make about events or
transactions that occurred after the balance sheet date. In accordance with SFAS
165, an entity should apply the requirements to interim or annual financial
periods ending after June 15, 2009. SFAS 165 should not result in significant
changes in the subsequent events that an entity reports - either through
recognition or disclosure - in its financial statements. The adoption of this
statement did not have a material impact on the Company's recognition or
disclosure of subsequent events. The Company has performed an evaluation of
subsequent events through August 3, 2010, which is the date the financial
statements were issued.
In June 2009, the FASB issued SFAS 168, "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles - a
replacement of FASB Statement No. 162." SFAS 168 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States. SFAS 168 is effective for financial statements issued for interim
and annual periods ending after September 15, 2009. The Company does not expect
the adoption of this statement to have an impact on the consolidated financial
statements.
In August 2009, the FASB issued guidance under Accounting Standards Update
("ASU") No. 2009-05, "Measuring Liabilities at Fair Value". This guidance
clarifies how the fair value a liability should be determined. This guidance is
effective for the first reporting period after issuance. The Company does not
expect the adoption of this guidance to have a material impact on its financial
statements.
In October 2009, the FASB issued an amendment to the accounting standards
related to certain revenue arrangements that include software elements. This
standard clarifies the existing accounting guidance such that tangible products
that contain both software and non-software components that function together to
deliver the product's essential functionality, shall be excluded from the scope
of the software revenue recognition accounting standards. Accordingly, sales of
these products may fall within the scope of other revenue recognition standards
or may now be within the scope of this standard and may require an allocation of
the arrangement consideration for each element of the arrangement. This
standard, for which the Company is currently assessing the impact, will become
effective for the Company on January 1, 2011.
23
WEB WIZARD, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2011
--------------------------------------------------------------------------------
2. SIGNIFICANT ACOUNTING POLICIES (CONTINUED)
Recently Accounting Pronouncements (continued)
In January 2010, the FASB issued ASU No. 2010-06 regarding fair value
measurements and disclosures and improvement in the disclosure about fair value
measurements. This ASU requires additional disclosures regarding significant
transfers in and out of Levels 1 and 2 of fair value measurements, including a
description of the reasons for the transfers. Further, this ASU requires
additional disclosures for the activity in Level 3 fair value measurements,
requiring presentation of information about purchases, sales, issuances, and
settlements in the reconciliation for fair value measurements. This ASU is
effective for fiscal years beginning after December 15, 2010, and for interim
periods within those fiscal years. We are currently evaluating the impact of
this ASU; however, we do not expect the adoption of this ASU to have a material
impact on our financial statements.
In February 2010, the FASB issued ASU No. 2010-09 regarding subsequent events
and amendments to certain recognition and disclosure requirements. Under this
ASU, a public company that is a SEC filer, as defined, is not required to
disclose the date through which subsequent events have been evaluated. This ASU
is effective upon the issuance of this ASU. The adoption of this ASU did not
have a material impact on our financial statements.
In April 2010, the FASB issued ASU No. 2010-18 regarding improving comparability
by eliminating diversity in practice about the treatment of modifications of
loans accounted for within pools under Subtopic 310-30 - Receivable - Loans and
Debt Securities Acquired with Deteriorated Credit Quality ("Subtopic 310-30").
Furthermore, the amendments clarify guidance about maintaining the integrity of
a pool as the unit of accounting for acquired loans with credit deterioration.
Loans accounted for individually under Subtopic 310-30 continue to be subject to
the troubled debt restructuring accounting provisions within Subtopic 310-40,
Receivables--Troubled Debt Restructurings by Creditors. The amendments in this
Update are effective for modifications of loans accounted for within pools under
Subtopic 310-30 occurring in the first interim or annual period ending on or
after July 15, 2010. The amendments are to be applied prospectively. Early
adoption is permitted. We are currently evaluating the impact of this ASU;
however, we do not expect the adoption of this ASU to have a material impact on
our financial statements.
3. COMMON STOCK
In June 2007, the Company issued 7,400,000 shares of common stock at a price of
$0.001 per share, for total proceeds of $7,400.
In July 2007, the Company issued 825,000 shares of common stock, for total
proceeds of $16,500.
At September 30, 2011, the Company had no issued or outstanding stock options or
warrants.
4. RELATED PARTY TRANSACTIONS
During the year ended September 30, 2009, the Company entered into a verbal loan
agreement with an officer of the Company, whereby the Company borrowed $2,000
interest-free, payable on demand. The balance due to the Company`s director was
$45,680 at September 30, 2011.
24
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, 2011.
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, 2011, 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, 2011 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
25
set 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
Served as a Director
Name Age Position with Registrant or Officer Since
---- --- ------------------------ ----------------
Ya Tang Chao 38 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 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.
26
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, 2011 all such filing
requirements applicable to our officers and directors were complied with
exception that reports were filed late by the following persons:
Number Transactions Known 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, 2011.
Annual Compensation Long Term Compensation
------------------------------------ --------------------------------------------------
Restricted
Other Annual Stock Options/ LTIP All Other
Name (1) Title Year Salary Bonus Compensation Awarded SARs (#) payouts ($) Compensation
-------- ----- ---- ------ ----- ------------ ------- -------- ----------- ------------
Ya Tang President, 2011 $ 0 0 0 0 0 0 0
Chao Chief 2010 $ 0 0 0 0 0 0 0
Executive 2009 $ 0 0 0 0 0 0 0
Officer, 2008 $ 0 0 0 0 0 0 0
Treasurer, 2007 $ 0 0 0 0 0 0 0
Secretary
Principal
Financial
Officer
and
Director
27
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.
Amount of
Title Beneficial Percent
of Class Name and Address of Beneficial Owner Ownership of Class
-------- ------------------------------------ --------- --------
COMMON STOCK Ya Tang Chao 5,000,000 60.79%
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 STOCK All officers and directors 5,000,000 60.79%
as a group (one person)
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, 2011 September 30, 2010
------------------ ------------------
Audit fees $8,400 $8,400
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.
28
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
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 2011.
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.
29
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 15, 2011
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 15, 2011
3