Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended December 31, 2011
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ________ to _________
Commission file number: 001-33968
WEB WIZARD, INC.
(A Development Stage Company)
Nevada (Pending)
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
No. 8, Lane 15, Gang Yang, Xin CunHuicheng, Xin
Hui, Jiang Men City, China
(Address of principal executive offices, including zip code)
Issuer's telephone number, including area code +7-3952-20-82-56
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-5 (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
The issuer has 8,225,000 outstanding shares of common stock outstanding as of
February 13, 2012.
TABLE OF CONTENTS
Page
----
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements ........................................ 3
Item 2. Management's Discussion And Analysis Of Financial Condition
And Results Of Operation .................................... 15
Item 3. Quantitative and Qualitative Disclosures About Market Risk .. 18
Item 4. Controls And Procedures ..................................... 18
PART II - OTHER INFORMATION ............................................... 19
Item 1. Legal Proceedings ........................................... 19
Item 2. Unregistered Sales Of Equity Securities And Use Of Proceeds.. 19
Item 3. Defaults Upon Senior Securities ............................. 19
Item 4. [Removed and Reserved] ...................................... 19
Item 5. Other Information ........................................... 19
Item 6. Exhibits .................................................... 19
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
BALANCE SHEETS............................................................. 4
STATEMENTS OF OPERATIONS .................................................. 5
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) ............................... 6
STATEMENTS OF CASH FLOWS .................................................. 7
NOTES TO THE FINANCIAL STATEMENTS ......................................... 8
3
WEB WIZARD, INC.
(A Development Stage Company)
BALANCE SHEETS
--------------------------------------------------------------------------------
December 31, September 30,
2011 2011
-------- --------
(Unaudited) (Audited)
ASSETS
CURRENT
Cash $ 90 $ 108
-------- --------
TOTAL ASSETS $ 90 $ 108
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT
Accounts payable and accrued liabilities $ 11,190 $ 5,600
Loans from related parties 48,080 45,680
-------- --------
Total current liabilities 59,270 51,280
-------- --------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock (Note 3)
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 (83,080) (75,072)
-------- --------
Total stockholders' equity (59,180) (51,172)
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 90 $ 108
======== ========
The accompanying notes are an integral part of these financial statements
4
WEB WIZARD, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
--------------------------------------------------------------------------------
May 9, 2007
Three Months Three Months (Date of
Ended Ended Inception) to
December 31, December 31, December 31,
2011 2010 2011
---------- ---------- ----------
REVENUE $ -- $ -- $ 1,434
EXPENSES
Bank charges and interest 18 18 355
Office expenses -- -- 246
Professional fees 3,300 5,000 63,346
Transfer and filing fees 4,690 -- 19,067
Travel and entertainment -- -- 1,500
---------- ---------- ----------
8,008 5,018 84,514
---------- ---------- ----------
NET INCOME $ (8,008) $ (5,018) $ (83,080)
========== ========== ==========
BASIC AND DILUTED LOSS PER SHARE $ (0.00) $ (0.00)
========== ==========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING -
BASIC AND DILUTED SHARES OUTSTANDING 8,225,000 8,225,000
========== ==========
The accompanying notes are an integral part of these financial statements
5
WEB WIZARD, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
--------------------------------------------------------------------------------
Deficit
Accumulated
Common Common Additional During the
Stock Stock Paid-in Development
Number Amount Capital Stage Total
------ ------ ------- ----- -----
Common stock issued for cash at
$0.001 per share, June 5, 2007 7,400,000 $ 7,400 $ -- $ -- $ 7,400
Common stock issued for cash at
$0.02 per share, July 31, 2007 825,000 825 15,675 -- 16,500
Net loss -- -- -- 1,398 1,398
---------- ---------- ---------- ---------- ----------
Balance, September 30, 2007 8,225,000 $ 8,225 $ 15,675 $ 1,398 $ 25,298
Net loss (37,052) (37,052)
---------- ---------- ---------- ---------- ----------
Balance, September 30, 2008 8,225,000 $ 8,225 $ 15,675 $ (35,654) $ (11,754)
Net loss (11,134) (11,134)
---------- ---------- ---------- ---------- ----------
Balance, September 30, 2009 8,225,000 $ 8,225 $ 15,675 $ (46,788) $ (22,888)
Net loss (7,832) (7,832)
---------- ---------- ---------- ---------- ----------
Balance, September 30, 2010 8,225,000 $ 8,225 $ 15,675 $ (54,620) $ (30,720)
Net loss (20,452) (20,452)
---------- ---------- ---------- ---------- ----------
Balance, September 30, 2011 8,225,000 $ 8,225 $ 15,675 $ (75,072) $ (51,172)
Net loss (8,008) (8,008)
---------- ---------- ---------- ---------- ----------
Balance, December 31, 2011 8,225,000 $ 8,225 $ 15,675 $ (83,080) $ (59,180)
========== ========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements
6
WEB WIZARD, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
--------------------------------------------------------------------------------
May 9, 2007
Three Months Three Months (Date of
Ended Ended Inception) to
December 31, December 31, December 31,
2011 2010 2011
-------- -------- --------
CASH FLOWS USED IN OPERATING ACTIVITIES
Net loss $ (8,008) $ (5,018) $(83,080)
Items not involving cash:
Adjustment to reconcile net loss to net
cash used by operating activities:
Accounts payable 5,590 1,500 11,190
-------- -------- --------
Net cash used in operating activities (2,418) (3,518) (71,890)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common shares -- -- 23,900
Loans from related parties 2,400 3,500 48,080
-------- -------- --------
Net cash provided by financing activities 2,400 3,500 71,980
-------- -------- --------
CHANGE IN CASH (18) (18) 90
CASH, BEGINNING 108 180 --
-------- -------- --------
CASH, ENDING $ 90 $ 162 $ 90
======== ======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
CASH PAID FOR:
Interest $ -- $ -- $ --
======== ======== ========
Income taxes $ -- $ -- $ --
======== ======== ========
The accompanying notes are an integral part of these financial statements
7
WEB WIZARD, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2011
(Unaudited)
--------------------------------------------------------------------------------
1. BASIS OF REPRESENTATION
The Company was incorporated in the State of Nevada on May 9, 2007. The Company
is in the business of website development. The Company is considered to be a
development stage company and has not generated significant revenues from
operations.
GOING CONCERN
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. Its ability to continue as a going concern is
dependent upon the ability of the Company to obtain the necessary financing to
meet its obligations and pay its liabilities arising from normal business
operations when they come due. The outcome of these matters cannot be predicted
with any certainty at this time and raise substantial doubt that the Company
will be able to continue as a going concern. These financial statements do not
include any adjustments to the amounts and classification of assets and
liabilities that may be necessary should the Company be unable to continue as a
going concern. Management believes that the Company will need to obtain
additional funding by borrowing funds from its directors and officers, or a
private placement of common stock.
2. SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America.
Because a precise determination of many assets and liabilities is dependent upon
future events, the preparation of financial statements involves the use of
estimates, which have been made using judgment. Actual results may vary from
these estimates.
The financial statements have, in management's opinion, been prepared within the
framework of the significant accounting policies summarized below:
DEVELOPMENT STAGE COMPANY
The Company is considered to be in the development stage, as defined under
Accounting Codification Standard, Development Stage Entities ("ASC-915"). Since
its formation, the Company has not yet realized any revenues from its planned
operations.
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
FINANCIAL INSTRUMENTS
The fair value of the Company's financial instruments, consisting of cash and
accounts payable and accrued liabilities, is equal to fair value due to their
short-term to maturity. Unless otherwise noted, it is management's opinion that
the Company is not exposed to significant interest, currency or credit risks
arising from these financial instruments.
8
WEB WIZARD, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2011
(Unaudited)
--------------------------------------------------------------------------------
2. SIGNIFICANT ACOUNTING POLICIES (CONTINUED)
INCOME TAXES
The Company has adopted "ASC-740 - Income Taxes" which requires the use of the
asset and liability method of accounting for income taxes. Under the method,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to temporary differences between the financial
statements carrying amounts of assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled.
FOREIGN CURRENCY TRANSLATION
The financial statements are presented in United States dollars. In accordance
with Accounting Standards Codification ("ASC-830"), "Foreign Currency Matters",
foreign denominated monetary assets and liabilities are translated into their
United States dollar equivalents using foreign exchange rates which prevailed at
the balance sheet date. Non-monetary assets and liabilities are translated at
the transaction date. Revenue and expenses are translated at average rates of
exchange during the period. Related translation adjustments are reported as a
separate component of stockholders' equity, whereas gains or losses resulting
from foreign currency transactions are included in results of operations.
BASIC AND DILUTED LOSS PER SHARE
In accordance with "ASC-260 - Earnings per Share", the basic loss per common
share is computed by dividing net loss available to common stockholders by the
weighted average number of common shares outstanding. Diluted loss per common
share is computed similar to basic loss per common share except that the
denominator is increased to include the number of additional common shares that
would have been outstanding if the potential common shares had been issued and
if the additional common shares were dilutive. At December 31, 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.
9
WEB WIZARD, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2011
(Unaudited)
--------------------------------------------------------------------------------
2. SIGNIFICANT ACOUNTING POLICIES (CONTINUED)
RECENT ACCOUNTING PRONOUNCEMENTS
In September 2006, the SEC issued SAB No. 108, "Considering the Effects of Prior
Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements." SAB No. 108 addresses how the effects of prior year uncorrected
misstatements should be considered when quantifying misstatements in current
year financial statements. SAB No. 108 requires companies to quantify
misstatements using a balance sheet and income statement approach and to
evaluate whether either approach results in quantifying an error that is
material in light of relevant quantitative and qualitative factors. SAB No. 108
is effective for periods ending after November 15, 2006. The adoption of SAB No.
108 had no material effect on the Company's financial statements.
In September 2006, the SEC issued SAB No. 108, "Considering the Effects of Prior
Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements." SAB No. 108 addresses how the effects of prior year uncorrected
misstatements should be considered when quantifying misstatements in current
year financial statements. SAB No. 108 requires companies to quantify
misstatements using a balance sheet and income statement approach and to
evaluate whether either approach results in quantifying an error that is
material in light of relevant quantitative and qualitative factors. SAB No. 108
is effective for periods ending after November 15, 2006. The adoption of SAB No.
108 had no material effect on the Company's financial statements.
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measures". This
Statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles (GAAP), expands disclosures about
fair value measurements, and applies under other accounting pronouncements that
require or permit fair value measurements. SFAS No. 157 does not require any new
fair value measurements. However, the FASB anticipates that for some entities,
the application of SFAS No. 157 will change current practice. SFAS No. 157 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007, which for the Company would be the fiscal year beginning
March 1, 2008. The Company is currently evaluating the impact of SFAS No. 157
but does not expect that it will have a material impact on its financial
statements.
In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans." This Statement requires
an employer to recognize the over funded or under funded status of a defined
benefit post retirement plan (other than a multiemployer plan) as an asset or
liability in its statement of financial position, and to recognize changes in
that funded status in the year in which the changes occur through comprehensive
income. SFAS No. 158 is effective for fiscal years ending after December 15,
2006. The implementation of SFAS No. 158 had no material impact on the Company's
financial position and results of operations.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities". This Statement permits entities to
choose to measure many financial assets and financial liabilities at fair value.
Unrealized gains and losses on items for which the fair value option has been
elected are reported in earnings. SFAS No. 159 is effective for fiscal years
beginning after November 15, 2007. The Company is currently assessing the impact
of SFAS No. 159 on its financial position and results of operations.
In December 2007, the FASB issued SFAS No. 160, "Non-controlling Interests in
Consolidated Financial Statements". This Statement amends ARB 51 to establish
accounting and reporting standards for the non-controlling (minority) interest
in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a
non-controlling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated
financial statements. SFAS No. 160 is effective for the Company's fiscal year
beginning October 1, 2009.
10
WEB WIZARD, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2011
(Unaudited)
--------------------------------------------------------------------------------
2. SIGNIFICANT ACCOUNTING PRACTICES (CONTINUED)
RECENTLY ACCOUNTING PRONOUNCEMENTS (CONTINUED)
In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations". This
Statement replaces SFAS No. 141, Business Combinations. This Statement retains
the fundamental requirements in Statement 141 that the acquisition method of
accounting (which Statement 141 called the purchase method) be used for all
business combinations and for an acquirer to be identified for each business
combination. This Statement also establishes principles and requirements for how
the acquirer: a) recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any non-controlling
interest in the acquiree; b) recognizes and measures the goodwill acquired in
the business combination or a gain from a bargain purchase and c) determines
what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. SFAS No.
141(R) will apply prospectively to business combinations for which the
acquisition date is on or after Company's fiscal year beginning October 1, 2009.
While the Company has not yet evaluated this statement for the impact, if any,
that SFAS No. 141(R) will have on its financial statements, the Company will be
required to expense costs related to any acquisitions after December 31, 2011.
In March, 2008, the FASB issued FASB Statement No. 161, "Disclosures about
Derivative Instruments and Hedging Activities". The new standard is intended to
improve financial reporting about derivative instruments and hedging activities
by requiring enhanced disclosures to enable investors to better understand their
effects on an entity's financial position, financial performance, and cash
flows. It is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. The new standard also improves transparency about the location and
amounts of derivative instruments in an entity's financial statements; how
derivative instruments and related hedged items are accounted for under
Statement 133; and how derivative instruments and related hedged items affect
its financial position, financial performance, and cash flows. FASB Statement
No. 161 achieves these improvements by requiring disclosure of the fair values
of derivative instruments and their gains and losses in a tabular format. It
also provides more information about an entity's liquidity by requiring
disclosure of derivative features that are credit risk-related. Finally, it
requires cross-referencing within footnotes to enable financial statement users
to locate important. Based on current conditions, the Company does not expect
the adoption of SFAS 161 to have a significant impact on its results of
operations or financial position.
In May of 2008, FASB issued SFASB No.162, "The Hierarchy of Generally Accepted
Accounting Principles". The pronouncement mandates the GAAP hierarchy reside in
the accounting literature as opposed to the audit literature. This has the
practical impact of elevating FASB Statements of Financial Accounting Concepts
in the GAAP hierarchy. This pronouncement will become effective 60 days
following SEC approval. The Company does not believe this pronouncement will
impact its financial statements.
In May of 2008, FASB issued SFASB No. 163, "Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60". The scope of
the statement is limited to financial guarantee insurance (and reinsurance)
contracts. The pronouncement is effective for fiscal years beginning after
December 31, 2008. The Company does not believe this pronouncement will impact
its financial statements.
In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, Interim Disclosures
about Fair Value of Financial Instruments ("FSP FAS 107-1 and APB 28-1"). FSP
FAS 107-1 and APB 28-1 amend FASB Statement No. 107, Disclosures about Fair
Value of Financial Instruments, to require disclosures about fair value of
financial instruments in interim as well as in annual financial statements. FSP
FAS 107-1 and APB 28-1 also amend APB Opinion No. 28, Interim Financial
Reporting, to require those disclosures in all interim financial statements. The
adoption of these standards had no impact on our financial position or results
of operations.
11
WEB WIZARD, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2011
(Unaudited)
--------------------------------------------------------------------------------
2. SIGNIFICANT ACCOUNTING PRACTICES (CONTINUED)
RECENTLY ACCOUNTING PRONOUNCEMENTS (CONTINUED)
In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, Recognition and
Presentation of Other-Than-Temporary Impairments ("FSP FAS 115-2 and FAS
124-2"). FSP FAS 115-2 and FAS 124-2 amend the other-than-temporary impairment
guidance for debt securities to make the guidance more operational and to
improve the presentation and disclosure of other-than-temporary impairments in
the financial statements. The most significant change FSP FAS 115-2 and FAS
124-2 bring is a revision to the amount of other-than-temporary loss of a debt
security recorded in earnings. The adoption of these standards had no impact on
our financial position or results of operations.
In May 2009, the FASB issued SFAS 165, "Subsequent Events." SFAS 165 establishes
general standards of accounting for and disclosure of events that occur after
the balance sheet date but before financial statements are issued or are
available to be issued. SFAS 165 sets forth the period after the balance sheet
date during which management of a reporting entity should evaluate events or
transactions that may occur for potential recognition or disclosure in the
financial statements, the circumstances under which an entity should recognize
events or transactions occurring after the balance sheet date in its financial
statements, and the disclosures that an entity should make about events or
transactions that occurred after the balance sheet date. In accordance with SFAS
165, an entity should apply the requirements to interim or annual financial
periods ending after June 15, 2009. SFAS 165 should not result in significant
changes in the subsequent events that an entity reports - either through
recognition or disclosure - in its financial statements. The adoption of this
statement did not have a material impact on the Company's recognition or
disclosure of subsequent events. The Company has performed an evaluation of
subsequent events through August 3, 2010, which is the date the financial
statements were issued.
In June 2009, the FASB issued SFAS 168, "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles - a
replacement of FASB Statement No. 162." SFAS 168 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States. SFAS 168 is effective for financial statements issued for interim
and annual periods ending after September 15, 2009. The Company does not expect
the adoption of this statement to have an impact on the consolidated financial
statements.
In August 2009, the FASB issued guidance under Accounting Standards Update
("ASU") No. 2009-05, "Measuring Liabilities at Fair Value". This guidance
clarifies how the fair value a liability should be determined. This guidance is
effective for the first reporting period after issuance. The Company does not
expect the adoption of this guidance to have a material impact on its financial
statements.
In October 2009, the FASB issued an amendment to the accounting standards
related to certain revenue arrangements that include software elements. This
standard clarifies the existing accounting guidance such that tangible products
that contain both software and non-software components that function together to
deliver the product's essential functionality, shall be excluded from the scope
of the software revenue recognition accounting standards. Accordingly, sales of
these products may fall within the scope of other revenue recognition standards
or may now be within the scope of this standard and may require an allocation of
the arrangement consideration for each element of the arrangement. This
standard, for which the Company is currently assessing the impact, will become
effective for the Company on January 1, 2011.
12
WEB WIZARD, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2011
(Unaudited)
--------------------------------------------------------------------------------
2. SIGNIFICANT ACCOUNTING PRACTICES (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 December 31, 2011, the Company had no issued or outstanding stock options or
warrants.
4. RELATED PARTY TRANSACTIONS
During the year ended September 30, 2009, the Company entered into a verbal loan
agreement with an officer of the Company, whereby the Company borrowed $2,000
interest-free, payable on demand. The balance due to the Company`s director was
$48,080 at December 31, 2011.
13
WEB WIZARD, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2011
(Unaudited)
--------------------------------------------------------------------------------
5. SUBSEQUENT EVENT
On January 27, 2012, the company 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 the company and PFN Holdings
specifies that the company 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 common stock, following a 10 for 1 split
currently issued common stock. In conjunction with this acquisition, the
company's sole director and officer Ya Tang Chao will cancel 50,000,000
post-split shares of its common stock. This agreement is subject to a number of
conditions to closing, including:
* Completion of audited financial statements of PFN Holdings;
* 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, the company 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 the
company with a total of $745,000 in financing. $245,000 of the financing is to
be provided to the company 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 the company's common
stock for ten trading immediately preceding the date of the investment. If the
company is not able to close on any of the $500,000 post-closing financing, PFN
Holdings will receive an additional 70,000,000 shares of its common stock. If
the company is 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.
The company is 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 the company and PFN Holdings, the convertible debenture will
convert into post-split shares of the company's 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.
14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
All statements other than statements of historical fact made in this report are
forward looking. In particular, the statements herein regarding industry
prospects and future results of operations or financial position are
forward-looking statements. These forward-looking statements can be identified
by the use of words such as "believes," "estimates," "could," "possibly,"
"probably," "anticipates," "projects," "expects," "may," "will," or "should" or
other variations or similar words. We cannot assure you that the future results
anticipated by the forward-looking statements will be achieved. Forward-looking
statements reflect management's current expectations and are inherently
uncertain. Our actual results may differ significantly from management's
expectations.
The following discussion and analysis should be read in conjunction with our
financial statements, included herewith. This discussion should not be construed
to imply that the results discussed herein will necessarily continue into the
future, or that any conclusion reached herein will necessarily be indicative of
actual operating results in the future. Such discussion represents only the best
present assessment of our management.
Unless the context indicates or requires otherwise, (i) the term "Web Wizard"
refers to Web Wizard, Inc. and (ii) the terms "we," "our," "ours," "us" and the
"Company" refer collectively to Web Wizard, Inc.
OVERVIEW
From inception on May 9, 2007 through December 31, 2011, we have incurred a
cumulative net loss of $83,080 and to date have generated limited revenues. The
Company has no third party debt and we do not have sufficient funds on hand to
continue business operations, our cash reserves may not be sufficient to meet
our obligations beyond the next twelve-month period.
The Company is in the development stage and has realized limited revenue from
its planned operations. We may experience fluctuations in operating results in
future periods due to a variety of factors, including our ability to obtain
additional financing in a timely manner and on terms favorable to us, our
ability to successfully develop our business model, the amount and timing of
operating costs and capital expenditures relating to the expansion of our
business, operations and infrastructure and the implementation of marketing
programs, key agreements, and strategic alliances, and general economic
conditions specific to our industry.
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.
Subsequent to the quarter ended December 31, 2011, the company entered into
three separate agreements on January 27, 2012 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 the company and PFN Holdings
specifies that the company 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 common stock, following a 10 for 1 split
currently issued common stock. In conjunction with this acquisition, the
company's sole director and officer Ya Tang Chao will cancel 50,000,000
post-split shares of its common stock. This agreement is subject to a number of
conditions to closing, including:
* Completion of audited financial statements of PFN Holdings;
* 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.
15
In conjunction with the asset purchase agreement, the company 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 the
company with a total of $745,000 in financing. $245,000 of the financing is to
be provided to the company 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 the company's common
stock for ten trading immediately preceding the date of the investment. If the
company is not able to close on any of the $500,000 post-closing financing, PFN
Holdings will receive an additional 70,000,000 shares of its common stock. If
the company is 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.
The company is 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 the company and PFN Holdings, the convertible debenture will
convert into post-split shares of the company's 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.
PLAN OF OPERATION
We have recently changed our business focus to securing an acquisition of assets
or a business combination with an operating business. On January 27, 2012 we
entered into a number of agreements, described above, for the acquisition of
various assets for the operation of a psychic advice business under the trade
name of the Psychic Friends Network. Our operations will focus on the closing of
the above agreements and acquiring the assets of PFN Holdings. The acquisition
of assets from PFN holdings is contingent on a number of pre-conditions, some of
which are described above. As such, we cannot provide any guarantee that we will
be able to close the above agreements and acquire said assets. We anticipate
that our costs to do so will be as follows:
Legal and Accounting Costs $30,000
General administrative costs: $ 5,000
-------
Total: $35,000
=======
If we are able to close on the acquisition of the Psychic Friends Network assets
and begin operations of our new business, we anticipate a significant increase
in our expenses. These funds may be raised through equity financing, debt
financing, or other sources, which may result in further dilution in the equity
ownership of our shares. There is no assurance that we will be able to maintain
operations at a level sufficient for an investor to obtain a return on their
investment in our common stock. Further, we may continue to be unprofitable.
NUMBER OF EMPLOYEES
We currently have no full time or part-time employees other than our sole
officer and director, Ya Tang Chao. From our inception through the period ended
December 31, 2011, we have principally relied on the services of our Mr. Chao.
In order for us to attract and retain quality personnel, we anticipate we will
have to offer competitive salaries to future employees. We anticipate that it
may become desirable to add full and or part time employees to discharge certain
critical functions during the next 12 months. This projected increase in
personnel is dependent upon our ability to generate revenues and obtain sources
of financing. There is no guarantee that we will be successful in raising the
funds required or generating revenues sufficient to fund the projected increase
in the number of employees. Should we expand, we will incur additional cost for
personnel.
RESULTS OF OPERATIONS FOR PERIOD ENDING DECEMBER 31, 2011
We have earned revenues in the amount of $0 during the three-month period ending
December 31, 2011.
We incurred operating expenses in the amount of $8,008 being professional fees
of $3,300, transfer and filing fees of $4,690 and the bank charges and interest
of $18 for the three-month period ending December 31, 2011. We have not attained
a sufficient level of profitable operations and are dependent upon obtaining
financing to complete our proposed business plan.
16
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2011, we had working capital deficit of $59,180. For
three-month period ending December 31, 2011, we generated a negative operating
cash flow of $2,418. Since inception, we have been financed through two private
placements of our common stock for total proceeds of $23,900. As of December 31,
2011, the Company has a debt of $48,080, which are loans from related parties.
We do not have sufficient funds on hand to continue business operations, our
cash reserves may not be sufficient to meet our obligations beyond the next
twelve-month period. As a result, we will need to seek additional funding in the
near future. We currently do not have a specific plan of how we will obtain such
funding; however, we anticipate that additional funding will be in the form of
equity financing from the sale of our common stock although we do not have any
arrangements in place for any future equity financing.
We also may seek to obtain short-term loans from our sole director, although no
such arrangement has been made. At this time, we cannot provide investors with
any assurance that we will be able to raise sufficient funding from the sale of
our common stock or through a loan from our directors to meet our obligations
over the next twelve months.
If we are unable to raise the required financing, we will be delayed in
conducting our business plan.
CRITICAL ACCOUNTING POLICIES
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.
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 December 31, 2011, we had no
stock equivalents that were anti-dilutive and excluded in the loss per share
computation.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements.
INFLATION
It is the opinion of management that inflation has not had a material effect on
our operations.
17
PRODUCT RESEARCH AND DEVELOPMENT
We do not anticipate incurring any material costs in connection with product
research and development activities during the next twelve months.
DESCRIPTION OF PROPERTY
We do not have ownership or leasehold interest in any property. Our president,
Mr. Ya Tang Chao, provides us with office space and related office services free
of charge.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION AND DISCLOSURE CONTROLS AND PROCEDURES
(A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and that such information is accumulated and
communicated to our management, including our president (our principal executive
officer, principal financial officer and principle accounting officer) to allow
for timely decisions regarding required disclosure.
As of the end of the quarter covered by this report, we carried out an
evaluation, under the supervision and with the participation of our president
(our principal executive officer, principal financial officer and principle
accounting officer), of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, our president (our
principal executive officer, principal financial officer and principle
accounting officer) concluded that our disclosure controls and procedures were
not effective as of the end of the period covered by this quarterly report due
to a material weakness identified by management relating to the (1) lack of a
functioning audit committee and lack of a majority of outside directors on the
Company's board of directors, resulting in ineffective oversight in the
establishment and monitoring of required internal controls and procedures; (2)
inadequate segregation of duties consistent with control objectives; (3)
insufficient written policies and procedures for accounting and financial
reporting with respect to the requirements and application of US GAAP and SEC
disclosure requirements; and (4) ineffective controls over period end financial
disclosure and reporting processes.
(B) CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no significant changes in the Company's internal control over
financial reporting during the quarter ended December 31, 2011 covered by this
Quarterly Report on Form 10-Q, that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
18
PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings nor are we aware of any
threatened proceedings against us.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. [REMOVED AND RESERVED]
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
Exhibit
Number Description
------ -----------
10.1 Asset Purchase Agreement, dated January 27, 2012 (incorporated by
reference to our Current Report on Form 8-K filed on February 1, 2012).
10.2 Financing Agreement, dated January 27, 2012 (incorporated by reference
to our Current Report on Form 8-K filed on February 1, 2012).
10.3 Convertible Debenture Agreement, dated January 27, 2012 (incorporated
by reference to our Current Report on Form 8-K filed on February 1,
2012).
31.1* Certification of Principal Executive Officer and Principal Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1* Certification of Principal Executive Officer and Principal Financial
Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
101* Interactive data files pursuant to Rule 405 of Regulation S-T.
----------
* Filed herewith
19
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
WEB WIZARD, INC.
Date: February 13, 2012 By: /s/ Ya Tang Chao
------------------------------------
Ya Tang Chao
Chief Executive Officer, Secretary,
Treasurer, and Director
(Principal Executive Officer and
Principal Financial Officer )
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