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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 27, 2012
WEB WIZARD INC.
(Exact name of registrant as specified in its charter)
Nevada 001-33968 N/A
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
No. 8, Lane 15, Gang Yang, Xin CunHuicheng, Xin Hui,
Jiang Men City, China
(Address of principal executive offices) (Zip Code)
+7-3952-20-82-56
(Registrant's telephone number, including area code)
n/a
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
On January 27, 2012, Web Wizard Inc. (the "Company", "we", "us", "our") entered
into three separate agreements regarding the acquisition of certain assets
related to providing psychic consultation services under the trade name "Psychic
Friends Network". The agreements contemplate an acquisition of such assets,
along with a concurrent financing.
The asset purchase agreement entered into by our company and PFN Holdings
specifies that we will acquire a number of assets related to providing psychic
consultation services under the trade name "Psychic Friends Network" in exchange
for 50,600,000 shares of our common stock, following a 10 for 1 split currently
issued common stock. The specific assets being acquired are enumerated in
Schedule 7 of the asset purchase agreement attached hereto as Exhibit 10.1. In
conjunction with this acquisition, our sole director and officer Ya Tang Chao
will cancel 50,000,000 post-split shares of our common stock. This agreement is
subject to a number of conditions to closing, including:
* Completion of audited financial statements of PFN Holidings;
* Completion of a 10 to 1 forward split of the company's issued,
outstanding and authorized common shares;
* Completion of a name change to Psychic Friends Network Inc.;
* Cancellation of 50,000,000 shares by Ya Tang Chao;
* Closing of a financing of at least $245,000; and
* Securing an additional $500,000 in financing post-closing.
In conjunction with the asset purchase agreement, we also entered into a
financing agreement with Right Power Services Ltd., a British Virgin Islands
Company. Pursuant to the agreement, Right Power has agreed to provide us with a
total of $745,000 in financing. $245,000 of the financing is to be provided to
us prior to the closing of the asset purchase agreement at a price of $0.75 per
post-split share. An additional $500,000 is to be provided within 90 days of the
closing at a price which is the higher of $0.75 per share or 90% of the average
of the closing prices of our common stock for ten trading immediately preceding
the date of the investment. If we are not able to close on any of the $500,000
post-closing financing, PFN Holdings will receive an additional 70,000,000
shares of our common stock. If we are able to close on only $250,000 of the
post-closing financing, PFN Holdings will receive an additional 40,000,000
shares of common stock. A full copy of this agreement is attached hereto as
Exhibit 10.2.
We are also a party to a convertible debenture agreement in the amount of $5,000
entered into on January 27, 2012. The convertible debenture is a loan from Right
Power to PFN Holdings. Upon closing of the asset acquisition agreement between
our company and PFN Holdings, the convertible debenture will convert into
post-split shares of our common stock at $0.75 per share, for a total of 6,667
shares. If the transaction does not close, the loan remains as a liability of
PFN Holdings. A full copy of this agreement is attached hereto as Exhibit 10.3.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
10.1 Asset Purchase Agreement with PFN Holdings dated January 27, 2012
10.2 Financing Agreement dated January 27, 2012
10.3 Convertible Debenture Agreement dated January 27, 2012
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WEB WIZARD INC.
/s/ Ya Tang Chao
---------------------------------
YA TANG CHAO
President and Director
Date: February 1, 2012
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