Webfolio Inc. - FORM 10-K - October 17, 2013

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - Webfolio Inc.	Financial_Report.xls
EX-31 - Webfolio Inc.	ex31-1.txt
EX-32 - Webfolio Inc.	ex32-1.txt
EX-31 - Webfolio Inc.	ex31-2.txt
EX-32 - Webfolio Inc.	ex32-2.txt

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

FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURUTIES EXCHANGE ACT OF 1934

For the fiscal year ended May 31, 2013

Commission file number 333-182970

Webfolio Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware 99-0370768
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

1129 8 Street S.E. Calgary AB Canada T2G 2Z6
web.folio@yahoo.com
Telephone (403) 863-6225 Fax (810) 963-0278
(Address of Principal Executive Offices, Zip Code & Telephone Number)

Copies of all communications to:
Kevin M. Murphy, Attorney at Law
6402 Scott Lane
Pearland, TX 77582
info@kevinmurphylaw.com
Telephone: (281) 804-1174

Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to section 12(g) of the Act:
Common Stock, $0.0001 par value

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed 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 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

As of October 17, 2013, the registrant had 5,000,000 shares of common stock
issued and outstanding. No market value has been computed based upon the fact
that no active trading market had been established.

WEBFOLIO INC.
TABLE OF CONTENTS

Page No.
--------

Part I

Item 1. Business 3
Item 1A. Risk Factors 15
Item 2. Properties 20
Item 3. Legal Proceedings 20
Item 4. Mine Safety Disclosures 20

Part II

Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 21
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 23
Item 8. Financial Statements and Supplementary Data 27
Item 9A. Controls and Procedures 35
Item 9B. Other Information 36

Part III

Item 10. Directors and Executive Officers 38
Item 11. Executive Compensation 39
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 41
Item 13. Certain Relationships and Related Transactions 41
Item 14. Principal Accounting Fees and Services 41

Part IV

Item 15. Exhibits 42

Signatures 42

PART I

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this annual report on Form 10-K contain or may contain
forward-looking statements that are subject to known and unknown risks,
uncertainties and other factors which may cause actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These
forward-looking statements were based on various factors and were derived
utilizing numerous assumptions and other factors that could cause our actual
results to differ materially from those in the forward-looking statements. These
factors include, but are not limited to, our ability to consummate a merger or
business combination, economic, political and market conditions and
fluctuations, government and industry regulation, interest rate risk, U.S. and
global competition, and other factors. Most of these factors are difficult to
predict accurately and are generally beyond our control. You should consider the
areas of risk described in connection with any forward-looking statements that
may be made herein. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this report.
Readers should carefully review this annual report in its entirety, including
but not limited to our financial statements and the notes thereto. Except for
our ongoing obligations to disclose material information under the Federal
securities laws, we undertake no obligation to release publicly any revisions to
any forward-looking statements, to report events or to report the occurrence of
unanticipated events. For any forward-looking statements contained in any
document, we claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995.

ITEM 1. BUSINESS

GENERAL INFORMATION

Webfolio Inc. was incorporated in the State of Deleware on May 16, 2011. The
company plans to develop, market and sell a web-based real estate buyer
management service that will assist real estate investors in selling their
properties. Our target market is professional real estate investors whom we
define as someone who spends at least 25% of their time working on their real
estate investment business. We anticipate the company's web-based application
will include the following features: a user profile, as well as a property
listing feature, to assist the real estate investor in managing his time and
property listings; a buyer manager feature to allow the investor to list and
profile his buyers and then match those buyers to properties the investor has
for sale; an email/letter feature to generate text flyers and property
presentations to the investor's buyers with status follow up; and a
template/form feature to manage a variety of real estate related agreements and
documents. It will cover the lifecycle of selling the real estate investor's
properties from managing initial buyer information to generating agreements
which clarifies the purchase terms and conditions. When the design and
programming of the buyer management service is completed and tested, we will
offer it for sale through an initial annual subscription.

Potential buyers are the life blood of a professional real estate investor's
operation and, as such, investors spend a significant portion of their time
finding people, then building and maintaining relationships with them. An
investor's buyers list is a hard-won asset that requires constant attention to
maintain its value to the investor. Our application is a CRM (customer
relationship management) service specifically designed to assist the real estate
investor in building and maintaining relationships by providing services
particular to each potential buyer. Our service will profile each buyer by the
property characteristics the buyer is seeking, including location, price range,

size, number of rooms, style (single family, condo) and nearby amenities, and
automatically matching to properties the real estate investor owns, with
automatic notifications to those buyers in the form of email or text messages
with details of the properties that are available. Our platform will also
generate the necessary paperwork, based on templates set up by the subscriber to
provide closing documents necessary to close the real estate transaction. The
company will not provide potential buyers or generate buyer leads for investors.
Our application is to provide an effective platform for real estate investors to
maintain their own list of buyers, maintain their own list of properties for
sale and to provide services to streamline the steps from initial buyer contact
through to the sale of the property.

During this time while we are awaiting funding from our current offering,
Management has focused, and will continue to focus, on development of the
web-based application that can be achieved without substantial cash flow.

We have:

- Secured our URL and website address: mylistsonline.com; The company
also has secured the following associated URLs: www.mylistsonline.ca,
www.mylistsonline.us, www.mylistsonline.biz and www.mylistsonline.net.
- Sought cost estimates for design and programming of web-based
application;
- Mapped out preliminary flow chart and layout of the application's
navigation pages that will include Home Page, User Profile, My Tasks,
My Calendar, Buyers List, Properties List, Buyer/PropertyActivity,
Target Emails/Letters, Reports/Templates, Help and Contact Us;
- Selected Google App Engine and its database services offered through
the Google App Engine platform as the company's deployment target;
(Google App Engine is a unique hosting platform that allows you to
build applications and run them in Google's data centers using its
global infrastructure);
- Installed an open source code editor that will help simplify our
integration and deployment activities (Open source refers to a program
in which the source code is available to the general public for use
and/or modified from its original design);
- Developed website subscriber agreement including terms of service
ownership, document storage, links to 3rd party websites, conduct of
use;
- Developed Privacy Policy for subscribers to safeguard customer
information and communications;
- Researched ad server sites that will allow partner/banner ads to be
included on website for added revenue including Google Adsense as an
affiliate partner to bring more traffic to the site;
- Developed one page description of company's buyer management service
and contact information to begin building database of potential real
estate investors who will participate in test marketing service;
- Contacted several real estate investor associations including the
Canada Real Estate Investment Club and various Calgary, Alberta real
estate investment clubs to participate in test marketing service;
- Developed a revenue generating strategy by offering subscriptions to
real estate investors for using company's service.

In order to reach the revenue generation stage, we need to do the following:

- Contract design and programming of company's web-based service;
- Finalize setup of our development and testing environments;

- Continue to develop marketing content that describes the service and
costs for purpose of collecting names and email addresses of potential
real estate investors who are willing to serve as beta testers of the
application;
- Construction of mobile app that can be used for beta testing;
- Testing web-based application and seeking testimonials for marketing;
- Refine and finalize services in responses to feedback from testers;
- Implement credit card processing for payment of subscription fees;
- Continue building database of potential customers and marketing
service to part-time and full-time real estate investors, real estate
investor clubs, real estate investing coaching services and real
estate associations through email, seminars and conventions;
- Regularly generating new content via blogs, articles, magazines,
videos to describe company's buyer management service and improve
rankings in the major search engines (Google, Bing, Yahoo and Ask
Jeeves)

Currently, our sole officer and director, Robin Thompson, devotes approximately
8-10 hours a week to the business of the Company. We will require the funds from
our current offering in order to implement our business plan as discussed in the
"Plan of Operation" section of this report.

The administrative office of the Company is currently located at 1129 8 Street
S.E. Calgary AB Canada T2G 2Z6. We plan to use these offices until we require a
larger space. Our fiscal year end is May 31st.

Webfolio Inc. is a development stage, start-up company with limited operations.
The Company qualifies as an "emerging growth company" as defined in the
Jumpstart our Business Startups Act (the "JOBS Act"). We intend to take
advantage of certain exemptions from various reporting requirements that are
applicable to other public companies that are not emerging growth companies
including, but not limited to, not being required to comply with the auditor
attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in our periodic reports
and proxy statements, and exemptions from the requirements of holding a
nonbinding advisory vote on executive compensation and shareholder approval of
any golden parachute payments not previously approved. As well, our election
allows us to delay the adoption of new or revised accounting standards that have
different effective dates for public and private companies until they apply to
private companies. Therefore, as a result of our election, our financial
statements may not be comparable to companies that comply with public company
effective dates.

EXECUTIVE SUMMARY

We have:

- Selected Google App Engine and its database services offered through
the Google App Engine platform as the company's deployment target;
(Google App Engine is a unique hosting platform that allows you to
build applications and run them in Google's data centers using its
global infrastructure);
- Installed an open source code editor that will help simplify our
integration and deployment activities (Open source refers to a program
in which the source code is available to the general public for use
and/or modified from its original design);
- Developed website subscriber agreement including terms of service
ownership, document storage, links to 3rd party websites, conduct of
use;
- Developed Privacy Policy for subscribers to safeguard customer
information and communications;
- Researched ad server sites that will allow partner/banner ads to be
included on website for added revenue including Google Adsense as an
affiliate partner to bring more traffic to the site;
- Developed one page description of company's buyer management service
and contact information to begin building database of potential real
estate investors who will participate in test marketing service;
- Contacted several real estate investor associations including the
Canada Real Estate Investment Club and various Calgary, Alberta real
estate investment clubs to participate in test marketing service;
- Developed a revenue generating strategy by offering subscriptions to
real estate investors for using company's service.

In order to reach the revenue generation stage, we need to do the following:

- Contract design and programming of company's web-based service;
- Finalize setup of our development and testing environments;
- Continue to develop marketing content that describes the service and
costs for purpose of collecting names and email addresses of potential
real estate investors who are willing to serve as beta testers of the
application;
- Construction of mobile app that can be used for beta testing;
- Testing web-based application and seeking testimonials for marketing;
- Refine and finalize services in responses to feedback from testers;
- Implement credit card processing for payment of subscription fees;
- Continue building database of potential customers and marketing
service to part-time and full-time real estate investors, real estate
investor clubs, real estate investing coaching services and real
estate associations through email, seminars and conventions;
- Regularly generating new content via blogs, articles, magazines,
videos to describe company's buyer management service and improve
rankings in the major search engines (Google, Bing, Yahoo and Ask
Jeeves)

We have been issued an opinion by our auditors that raised substantial doubt
about our ability to continue as a going concern based on our current financial
position.

Our 12-month budget for the different funding scenarios is dependent on being
completely funded by the $50,000 we intend to raise through our offering. The
costs associated with operating as a public company are included in our budget.
We cannot however guarantee that we will have sales and the amount raised in the
offering may not be enough to meet the operating expenditures of the Company. We
may be required to raise additional funding or apply for loans in the next 12
months, however we have no plans to do so at this time.

The following chart details the costs included in our 12 month budget for
operations and how the budget will be effected if not all the shares are sold:

Percentage of Offering 10% 40% 70% 100%
---------------------- ------- ------- ------- -------
Proceeds to the Company $ 5,000 $20,000 $35,000 $50,000
Programming $ 500 $ 2,000 $ 7,000 $12,500
Online Project Management $ 0 $ 600 $ 1,250 $ 1,250
Telecommunications & Internet $ 250 $ 1,500 $ 1,500 $ 1,500
Marketing $ 0 $ 5,200 $ 9,100 $13,000
Accounting, Auditing & Legal $ 4,250 $ 9,000 $ 9,000 $ 9,000
Working Capital $ 0 $ 1,700 $ 7,150 $12,750

The funding scenarios above are dependent on hypothetical amounts raised in the
offering, if we raise less than the $50,000 we will be forced to extend our
target dates, reduce planned functionality and curtail other spending. Please
see the more detailed discussion of our planned use of offering proceeds in the
"Use of Proceeds" section.

Management estimates that we can operate in our current limited operations
scenario for approximately 4-6 months with the cash currently available to the
company. Without funding, we are unable to develop our web-based application. We
believe we have enough cash currently to cover minimal operating expense for 4 -
6 months which include accounting, legal and filing expenses. After that time,
our officer and director has verbally agreed to loan the company funds to allow
us to pay professional fees and operating expenses until we are funded, and can
begin work on the web-based application, however, he has no formal commitment,
arrangement or legal obligation to advance or loan funds to the company. Along
with cash currently available, we will require at least 10% funding ($5,000) to
operate for the next 12 months to cover minimal operating expenses which include
accounting, legal and filing expenses. We will require at least 40% funding
($20,000) to operate for the next 12 months in order to implement our web-based
application so it can be available for limited beta testing. We will require at
least 70% funding ($35,000) to successfully complete a beta release for
subscription sales, and finally we will require at least 100% funding ($50,000)
to successfully complete the mobile application for release to hand-held devices
and notepads.

During this time while we are awaiting funding from our current offering
Management has focused, and will continue to focus, on development that can be
achieved without substantial cash flow.

EMERGING GROWTH COMPANY STATUS UNDER THE JOBS ACT

Webfolio Inc. qualifies as an "emerging growth company" as defined in the
Jumpstart our Business Startups Act (the "JOBS Act").

The JOBS Act creates a new category of issuers known as "emerging growth
companies." Emerging growth companies are those with annual gross revenues of
less than $1 billion (as indexed for inflation) during their most recently
completed fiscal year. The JOBS Act is intended to facilitate public offerings
by emerging growth companies by exempting them from several provisions of the
Securities Act of 1933 and its regulations. An emerging growth company will
retain that status until the earliest of:

1. The first fiscal year after its annual revenues exceed $1 billion;
2. The first fiscal year after the fifth anniversary of its IPO;

3. The date on which the company has issued more than $1 billion in
non-convertible debt during the previous three-year period; and
4. The first fiscal year in which the company has a public float of at
least $700 million.

FINANCIAL AND AUDIT REQUIREMENTS

Under the JOBS Act, emerging growth companies are subject to scaled financial
disclosure requirements. Pursuant to these scaled requirements, emerging growth
companies may:

1. Provide only two rather than three years of audited financial
statements in their IPO Registration Statement;
2. Provide selected financial data only for periods no earlier than those
included in the IPO Registration Statement in all SEC filings, rather
than the five years of selected financial data normally required;
3. Delay compliance with new or revised accounting standards until they
are made applicable to private companies; and
4. Be exempted from compliance with Section 404(b) of the Sarbanes-Oxley
Act, which requires companies to receive an outside auditor's
attestation regarding the issuer's internal controls.

OFFERING REQUIREMENTS

In addition, during the IPO offering process, emerging growth companies are
exempt from:

1. Restrictions on analyst research prior to and immediately after the
IPO, even from an investment bank that is underwriting the IPO;
2. Certain restrictions on communications to institutional investors
before filing the IPO registration statement; and
3. The requirement initially to publicly file IPO Registration
Statements. Emerging growth companies can confidentially file draft
Registration Statements and any amendments with the SEC. Public
filings of the draft documents must be made at least 21 days prior to
commencement of the IPO "road show."

OTHER PUBLIC COMPANY REQUIREMENTS

Emerging growth companies are also exempt from other ongoing obligations of most
public companies, such as:

1. The requirements under Section 14(i) of the Exchange Act and Section
953(b)(1) of the Dodd-Frank Act to disclose executive compensation
information on pay-for-performance and the ratio of CEO to median
employee compensation;
2. Certain other executive compensation disclosure requirements, such as
the compensation discussion and analysis, under Item 402 of Regulation
S-K; and
3. The requirements under Sections 14A(a) and (b) of the Exchange Act to
hold advisory votes on executive compensation and golden parachute
payments.

INDUSTRY BACKGROUND

HOSTED SERVICES MARKET

Over the past couple of years virtualization technologies have reached a
critical penetration in server farms which has allowed providers to maximize the
utilization of their hardware while minimizing their costs. This, combined with
widespread broadband internet access, has led to an industry of service
providers offering practically all layers in the computing stack as hosted,
utility services. This includes things like storage at pennies per GB and
computing cycles at pennies per hour of CPU time to services that will host and
manage client virtual servers to services that offer complete server application
environments including databases, web servers, email servers, etc., all billed
by the amount of time and/or storage consumed. The term `cloud' is also used
because subscribers to these services do not necessarily control which CPU or
virtual machine or whatever services their requests.

The explosive growth of mobile computing lead by devices such as Apple's iPhone
and iPad along with the wide variety of Android devices has created
opportunities for developers to create applications where these devices provide
the user interface but offload the heavy lifting, data storage, etc. to cloud
services. The net effect of this is that people have gotten very comfortable
with the idea of having, not only their email, but a lot of their data residing
somewhere in the cloud without necessarily having a local copy on their machine
or device.

SPECIALIZED BUSINESS SERVICES

The ability to access entire server stacks for next to no cost, combined with
users who have developed a comfort level with their data living in the cloud,
has created a fertile environment for small groups of developers to create and
operate high quality online services that tend to provide focused solutions to
specific problems. There is also a growing movement amongst these services to
also offer APIs (Application Programming Interface) based on standard Internet
protocols which allow other services to programmatically interact with their
service. The net result is a collection of independently developed services that
can be aggregated on the fly to create value for the user that is potentially
greater than the sum of the individual services.

PRINCIPAL PRODUCTS OR SERVICES AND THEIR MARKETS

We intend to market and sell our internet-based real estate buyer management
service to real estate investors to help them streamline the processes of
keeping track of buyers, what those buyers are interested in, and what
properties they have available for their buyers. We intend to design and create
a service that includes easy-to-use online tools that will enable investors to

1) create and manage lists of potential buyers along with their property
criteria,
2) create and manage lists of properties they have purchased or have
under contract, including the type of deal they have in mind for the
property,
3) specify the contents and format of communications, forms, etc. the
system will use to shepherd a property through its life cycle from
listing to sold.

The service will benefit both investors and potential buyers by streaming
communications and automatically handling the mundane steps in the process so
investors can focus their time on the parts of their businesses that have the
most impact, namely building relationships and finding properties.

We intend to leverage management's relationships with experienced, full-time
real estate investors who also dedicate some of their time teaching courses to
less experienced and novice real estate investors to help these students improve
their skills at investing in real estate for the purposes of making a profit. We
will do this by, firstly having the full-time investors use the services to help
fine-tune the online services, secondly obtaining credible testimonials from
these full time investors, and thirdly, have them highlight how Webfolio's
services have made their businesses run more smoothly to other in their networks
including the students in the courses they teach and other real estate investors
they may be affiliated with or do business with. In return for this marketing
assistance we expect to compensate our professional investors with:

a. free access to our Premium service (outlined below) and/or,
b. through payments for referrals of new users who sign up for either our
Standard or Premium service

We also plan to utilize our concentration of users interested in real estate
investing to offer other businesses that provide services such as renovation,
landscaping, staging, etc. to investors a platform through which they can
advertise their products and services to a motivated market. We believe we will
be able to charge a premium for access to our users who are inclined to avail
themselves of the services these businesses offer.

The pricing and sales structure for Webfolio, Inc. is to maximize monthly
revenue generated from subscription fees and advertisement sales. We expect a
large majority of investors will subscribe to the free version of the service
initially however we believe that by requiring at least a Standard subscription
to access the system through a mobile version of the site, after the free trial
period has elapsed, and providing outstanding service we will be able to convert
a portion of those users into paying customers.

Potential buyers may access our site at no charge. We intend to offer the
following pricing plans to investors under the following subscription packages:

FREE (FOREVER)

This service provides subscribers the option to have up to 10 buyers, and send
10 property listing emails and 10 welcome emails per month. The subscriber will
have limited ability to customize the contents of emails sent by the system.
They will be able to send property listing emails manually and can only send
them to one buyer at a time though the system will provide the list of matching
buyers for each property. Welcome emails will be sent to new buyers
automatically. There is no access to the mobile site. We believe these service
levels will benefit new investors by simplifying a number of basic tasks for
them while still whetting their appetite for a paid subscription.

STANDARD ($10/MONTH - DISCOUNTED TO $100/YEAR IF PAID ANNUALLY)

This service provides subscribers the option to have up to 25 active buyers, and
send up to 25 property listing emails and 25 welcome emails per month. Welcome
emails are all sent automatically. Property listing emails are also
automatically sent to all buyers whose criteria match those of the newly listed
property. Investor subscribers can send email with any content, not just
property listings, to their buyers however the investor will only be able to
initiate these emails through a manual process on the web site. We refer to
these general content emails as `keeping-in-touch' emails because they allow the
investor to keep the (potential) buyer updated with things like how the search
for a property that matches their criteria is progressing, or happenings in the
real estate market, or other potential opportunities the buyer may be interested
in but not recorded in the system, or birthday greetings, etc. All emails can be
fully customized by the subscriber. They have access to the service from the

mobile site we provide. Advances in browser technology, both on the desk top and
in mobile tools such as phones and tablets, allow the creation of rich user
interfaces without the need for `apps' specific to various platforms. This
development makes it feasible to build a single service that can be easily used
from any browser without any significant overhead to maintain separate code
bases for each target device or operating system. We believe this level of
service will benefit investors as they grow their business and provide a
significant value over the free version.

PREMIUM ($20/MONTH - DISCOUNTED TO $200/YEAR IF PAID ANNUALLY)

This service offers subscribers everything the Standard service has except they
are allowed an unlimited number of active buyers and can have the system send an
unlimited number of welcome emails along with an unlimited number of property
listings and general content emails. The service also includes functionality to
allow subscribers to create an unlimited number of custom email templates which
allows subscribers to do things like targeting communications at a subset of
buyers, etc. In addition to being able to send general content emails manually
subscribers to this service will also have the option of creating schedules of
date and time for the system to send emails of any type to their buyers. They
will also be able to specify that certain emails go only to buyers that meet
certain conditions, for example only buyers who have not visited the site in say
30 days, or those looking for properties in certain areas, etc. We believe this
service will benefit full time real estate investors, whose business operations
regularly generate one or more deals per day, as they seek to grow their real
estate portfolios yet offer enough value to encourage Standard subscribers to
consider upgrading to accelerate their progress.

Although there are numerous options investors have for listing their properties,
we believe we will offer the only service specifically designed to meet the
specific needs of the real estate investor to manage their buyers and allow them
to focus on high-return activities in their businesses. We plan to achieve all
of our business plan goals, however, there is no guarantee we will be successful
in implementing our business plan.

Although Webfolio intends to implement its business plan through the foreseeable
future and will do its best to mitigate the risks associated with its business
plan, there can be no assurance that such efforts will be successful. If we are
incapable of executing our business plan we would then investigate reasonable
business options available to retain value for our shareholders. This could
possibly be achieved by offering the leads generated on our web site or through
other efforts to other firms. We could continue making progress on our business
plan by developing alternatives such as limiting the scope of the services we
offer clients to reduce costs, adjusting or reducing our in-house marketing
costs, or reducing the costs for the development of our web site, and adjusting
our timeline for the delivery of our services. If only partial funding is
received we intend to follow our twelve month time frame, but in a reduced
capacity. The level or reduction of our business operations could be
commensurate with any given level of funding. We could decrease the number of
services we offer, number of clients we handle, reduce in-house marketing
efforts, and adjust our general overhead to any partial funding conditions
including looking for open source libraries in place of licensed libraries and
using lower capacity options for the services we will use or eliminating their
use altogether. We could postpone furniture purchases, and reduce the number of
computers purchased.

Our intention is to produce a working system that is sufficiently marketable to
generate revenue. With this in mind our priorities are as follows:

1. Required (primary) system functionality
2. Marketing
3. Optional (secondary) system functionality

Central to our service offering, our primary functionality, is the capability to
allow investors to build and maintain their potential buyer lists and to
facilitate communications from investors to the buyers on their lists. In order
to collect payments from subscribers we also need to integrate payment
collection functionality into the system.

Secondary functionality is the maintenance of investors' property lists and the
matching of an investor's buyers to the properties the investor has available on
their lists. Additional secondary functionality is the capability of the system
to operate easily on mobile devices such as smartphones and tablets. Mobile
devices tend to have smaller screens, less memory and processing power that
laptops and full-sized computers. These differences necessitate the need for
alternative page layouts and workflows to those possible on more traditional
computers.

The funding scenarios below are dependent on hypothetical amounts raised in the
offering, if we raise less than the $50,000 we will be forced to extend our
target dates, reduce planned functionality and curtail other spending. Please
see the more detailed discussion of our planned use of offering proceeds in the
"Use of Proceeds" section.

10% FUNDING SCENARIO

We will keep all of our marketing efforts confined within the company. This will
necessitate that Mr. Thompson split his time between generating marketing
content and developing the system. This will reduce the quality of the marketing
effort because Mr. Thompson is not a marketing expert. We will be restricted to
the amount of time we can obtain from internet marketing experts. This will also
slow the development schedule and reduce the scope of services offered again
because Mr. Thompson has a limited amount of time available to focus on this
project. Project management fees (overseeing the step-by-step monitoring and
completion of the application) will be -0- at this funding level. Accounting
costs include $1,750 for audit, $1,500 for financial reviews, and $1,000 for
legal and EDGAR filing fees. Additional legal, bookkeeping fees and filing
preparation fees are not included. Telecommunications and internet fees
(telephone, internet service provider, hosting, fax fees) will only cover the
cost of the annual internet URLs currently held. The 10% funding scenario will
start initial programming of the Home and Buyers List navigation pages, which
includes actual programming instructions in developing content pages for use,
but may not be completed.

We believe we will be able to operate at a minimal level for the next 12 months
at 10% funding, to cover corporate and filing expenses, but the application's
functionality will be delayed and there will be no product available for beta
testing to real estate investors.

40% FUNDING SCENARIO

We will be able to outsource a portion of marketing content generation to
qualified professionals leaving us to focus our development efforts on
completing all primary system functionality for all navigation pages including
payment collection capabilities. Our accounting, audit, legal fees will be
increased to $9,000 to include $4,750 bookkeeping, filing preparation, and
additional legal and EDGAR expenses. At 40% funding scenario, we believe we will
be able to operate for the next 12 months with our web-based application
available for limited beta testing without the buyer/listing functionality. This
buyer/listing feature will match the buyer's property specifications profiled on
the Buyers List with the properties owned by the investor on the Property List.
The programming of this feature will be delayed until such times as additional
capital is made available.

70% FUNDING SCENARIO

We will be able to outsource the bulk of marketing content generation to
qualified professionals. We will be able to bring on an additional resource for
at least 2 months to carry a large portion of the development efforts. At 70%
funding scenario, we believe we will be able to operate for the next 12 months
and expect to successfully complete a beta release for subscription sales of our
primary functionality and move forward with the development of our planned
secondary functionality though its successful release is dependent on the amount
and quality of feedback from our beta testers, and any problems that arise once
the system is operating under load. It is unlikely we would be able to complete
our plans to make the service available on handheld and mobile devices like
smartphones and tablets until such time as additional capital is made available.

100% FUNDING SCENARIO

We believe will be able to execute our plans as intended. At 100% funding
scenario, we believe we will be able to operate for the next 12 months, as there
will be sufficient capital to retain an additional development resource to see
us through to a complete production release, including making our service
available on handheld and mobile devices.

COMPETITION

While management believes we serve a niche market, the larger market for CRM
applications is intensely competitive and rapidly changing. Barriers to entry
are relatively low, many of our potential competitors are larger and have more
resources than we do, and with the introduction of new technologies and market
entrants, we expect competition to intensify in the future. If we fail to
compete effectively, our operating results will be harmed. Some of our principal
competitors may offer their products at a lower price, which would result in
pricing pressures. If we are unable to maintain competitive pricing, our future
operating results could be negatively impacted.

Our current principal competitors include salesforce.com, zoho.com, freeCRM.com,
sugarCRM.com and base.com, a new online deal management service.

Our potential competitors enjoy substantial competitive advantages, such as
greater name recognition, longer operating histories and larger marketing
budgets, as well as substantially greater financial, technical and other
resources. In addition, many have established marketing relationships and access
to larger customer bases.

As a result, our competitors may be able to respond more quickly and effectively
than we can to new or changing opportunities, technologies, standards or
customer requirements. Furthermore, because of these advantages, even if our
service is more effective than the products that our competitors offer,
potential customers might accept competitive products and services in lieu of
purchasing our service. For all of these reasons, we may not be able to compete
successfully.

SOURCES AND AVAILABILITY OF RAW MATERIALS AND THE NAMES OF PRINCIPAL SUPPLIERS

We do not rely on any "real" raw materials to speak of as the marketable part of
our services will be online.

PATENTS AND TRADEMARKS

We currently have no patents or trademarks for our service or brand name;
however, as business is established and operations expand, we may seek such
protection. Since the service will be entirely web-based no one outside the
Company will have access to the source code or the internal processes. The
source code produced will have the normal copyright headers.

Litigation may be necessary to enforce the Company's copyright and other
intellectual property rights. Litigation could result in substantial costs and
diversion of resources which could harm the Company's business and the Company
could ultimately be unsuccessful in protecting its intellectual property rights.
Further, the Company's intellectual property protection controls across global
operations may not be adequate to fully protect them from the theft or
misappropriation of the Company's intellectual property, which could adversely
harm its business.

GOVERNMENT APPROVAL

We do not require any government approval for our services. As an online
business, our business will not be subject to any environmental laws.

GOVERNMENT AND INDUSTRY REGULATION

We will be subject to local and international laws and regulations that relate
directly or indirectly to our operations. We will also be subject to common
business and tax rules and regulations pertaining to the operation of our
business.

RESEARCH AND DEVELOPMENT ACTIVITIES

Other than time spent researching our proposed business, we have not spent any
funds on research and development activities to date. We plan to spend funds on
research and development activities in the future development of our software,
integration and services.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

We currently have one employee, Robin Thompson, who devotes 8 - 10 hours per
week to our business. There is no employment agreement with Mr. Thompson.

REPORTS TO SECURITY HOLDERS

We make available an annual report including audited financials on Form 10-K to
security holders. We file the necessary reports with the SEC pursuant to the
Exchange Act, including but not limited to, reports on Form 8-K, annual reports
on Form 10-K, and quarterly reports on Form 10-Q.

The public may read and copy any materials filed with the SEC at the SEC's
Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports,
proxy and information statements, and other electronic information regarding the
Company and filed with the SEC at http://www.sec.gov.

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
report 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, when and if we trade at
a later date, could decline due to any of these risks, and you may lose all or
part of your investment.

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

WE ARE A DEVELOPMENT-STAGE COMPANY IN AN EMERGING MARKET WITH AN UNPROVEN
BUSINESS MODEL AND A SHORT OPERATING HISTORY, WHICH MAKES IT DIFFICULT TO
EVALUATE OUR CURRENT BUSINESS AND FUTURE PROSPECTS AND MAY INCREASE THE RISK OF
YOUR INVESTMENT.

We have only a limited operating history and our current business and future
prospects are difficult to evaluate. We were founded in May 2011 and have not
yet begun to offer our service. You must consider our business and prospects in
light of the risks and difficulties we encounter as a development-stage company
in the new and rapidly evolving market of on-demand application services. These
risks and difficulties include the following:

1. our new and unproven business and technology models;
2. a limited number of service offerings and risks associated with
developing new service offerings; and
3. the difficulties we face in managing future growth in personnel and
operations.

We may not be able to successfully address any of these risks or others,
including the other risks related to our business and industry described below.
Failure to adequately do so could seriously harm our business and cause our
operating results to suffer.

WE HAVE GENERATED NO REVENUE AND MAY INCUR SIGNIFICANT OPERATING LOSSES IN THE
FUTURE.

Our business does not have an established record of profitability and we may
never be profitable. In addition, we expect our operating expenses to increase
in the future as we expand our operations. If future revenue is not generated to
offset these expenses, we will not be profitable. Operating expenses may exceed
our expectations and our financial performance will be adversely affected.

WE DO NOT YET HAVE ANY SUBSTANTIAL ASSETS OR OPERATIONS AND ARE TOTALLY
DEPENDENT UPON THE PROCEEDS OF THIS OFFERING TO FUND OUR BUSINESS. IF WE DO NOT
SELL THE SHARES IN OUR OFFERING, WE WILL HAVE TO SEEK ALTERNATIVE FINANCING OR
RAISE ADDITIONAL CAPITAL TO COMPLETE OUR BUSINESS PLANS OR ABANDON THEM.

The only cash currently available is the cash paid by our founder for the
acquisition of his shares. In the event we do not sell all of the shares, there
can be no assurance that we would be able to raise the additional funding needed
to implement our business plans. If we sell only a portion of the shares, the
implementation of our business plan will be significantly delayed until we
obtain other sources of funding. We have no plans in place to raise additional
funds.

WE CANNOT PREDICT WHEN OR IF WE WILL PRODUCE REVENUES WHICH COULD RESULT IN A
TOTAL LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR BUSINESS PLANS.

We have not yet generated any revenues from operations. In order for us to
continue with our plans and open our business, we must raise capital to do so
through our offering. The timing of the completion of the milestones needed to
commence operations and generate revenues is contingent on the success of the
offering. There can be no assurance that we will generate revenues or that
revenues will be sufficient to maintain our business. As a result, you could
lose all of your investment if you decide to purchase shares in the offering and
we are not successful in our proposed business plans.

BECAUSE OUR CURRENT OFFICER AND DIRECTOR HAS OTHER BUSINESS INTERESTS, HE MAY
NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS
OPERATIONS, CAUSING OUR BUSINESS TO FAIL.

Mr. Thompson, our sole officer and director, currently devotes approximately
8-10 hours per week providing management services to us. While he presently
possesses adequate time to attend to our interest, it is possible that the
demands on him from other obligations could increase, with the result that he
would no longer be able to devote sufficient time to the management of our
business. This could negatively impact our business development.

THE LOSS OF MR. THOMPSON COULD SEVERELY IMPACT OUR BUSINESS OPERATIONS AND
FUTURE DEVELOPMENT OF OUR SERVICES, WHICH COULD RESULT IN A LOSS OF REVENUES AND
YOUR ABILITY TO EVER SELL ANY SHARES YOU PURCHASE.

Our performance is substantially dependent upon the professional expertise of
our President, Mr. Thompson. We are dependent on his ability to develop and
market our proposed services. If he were unable to fulfill his responsibilities,
this loss could have an adverse effect on our business operations, financial
condition and operating results if we are unable to replace him with another
individual qualified to develop and market our service. The loss of his services
could result in a loss of revenues, which could result in a reduction of the
value of any shares you purchase in the offering.

BECAUSE WE ARE SMALL WE DO NOT HAVE AN AUDIT COMMITTEE AND WE DO NOT HAVE
ADEQUATE DISCLOSURE CONTROLS AND PROCEDURES (AS DEFINED IN RULES 13A-15(E) AND
15D-15(E) UNDER THE EXCHANGE ACT).

Because our Board of Directors is comprised solely of Mr. Thompson, who does not
have a professional background in finance or accounting, we do not have an audit
committee financial expert on our board of directors to evaluate the
effectiveness of the Company's adequate disclosure controls and procedures. Mr.
Thompson, acting as sole Director on the Board of Directors, conducted an
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities and Exchange Act of 1934. Based on this evaluation, he concluded as
that our current disclosure controls and procedures were not effective primarily
because Mr. Thompson is the sole Director and Officer and there is a lack of
segregation of finance and accounting duties.

Management is aware that we will be required to provide management's conclusions
regarding the effectiveness of our disclosure controls and procedures in our
first periodic report following effectiveness of the registration statement.
Management will (1) continue to use third party specialists to address
shortfalls in staffing and to assist the Company with accounting and finance
responsibilities, (2) increase the frequency of independent reconciliations of
significant accounts which will mitigate the lack of segregation of duties until
there are sufficient personnel and (3) may consider appointing outside directors
and audit committee members in the future. No proceeds from the Offering will be
used to remedy the identified weaknesses in our disclosure controls.

BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, WE MUST LIMIT OUR MARKETING
ACTIVITIES. AS A RESULT, OUR SALES MAY NOT BE ENOUGH TO OPERATE PROFITABLY. IF
WE DO NOT MAKE A PROFIT, WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS.

Due to the fact we are small and do not have much capital, we must limit our
marketing activities to potential customers having the likelihood of purchasing
our software services. We intend to generate revenue through the sale of our
software services. Because we will be limiting the scope of our marketing
activities, we may not be able to generate enough sales to operate profitably.
If we cannot operate profitably, we may have to suspend or cease operations.

FAILURE OF THIRD-PARTY SYSTEMS OR THIRD-PARTY SERVICE AND SOFTWARE PROVIDERS
WHICH WE MAY RELY UPON IN THE FUTURE COULD ADVERSELY AFFECT OUR BUSINESS.

If we are successful in implementing our business plans, we will rely on certain
third-party computer systems or third-party service and software providers,
including data centers, technology platforms, back-office systems, Internet
service providers and communications facilities. Any interruption in these
third-party services, or deterioration in their performance or quality, could
adversely affect our business. If our arrangement with any third party is
terminated, we may not be able to find alternative systems or service providers
on a timely basis or on commercially reasonable terms. This could have a
material adverse effect on our business, financial condition, results of
operations and cash flows.

A DISRUPTION IN ONLINE SERVICE WOULD CEASE OR SUSPEND SERVICE

If we are successful in implementing our business plans, we could not guarantee
that our website would operate without interruption or error. We would be bound
only by a best efforts obligation as regards the operation and continuity of
service. Although we would not be liable for the alteration or fraudulent access
to data and/or accidental transmission through viruses or other harmful conduct
in connection with the use of our website, future disruption of our proposed
online service would adversely affect our business, financial conditions,
results of operations and cash flows.

IF OUR ON-DEMAND APPLICATION SERVICE IS NOT WIDELY ACCEPTED, FUTURE OPERATING
RESULTS WILL BE HARMED. All of our revenue will be generated by our on-demand
application service. As a result, widespread acceptance of our service is
critical to our future success. Factors that may affect market acceptance of our
service include:

1. the price and performance of our service;
2. the level of customization we can offer;
3. the availability, performance and price of competing products and
services; and
4. potential reluctance by enterprises to trust third parties to store
and manage their proprietory data.

Many of these factors are beyond our control. The inability of our service to
achieve widespread market acceptance would harm our business.

THE MARKET IN WHICH WE PLAN TO PARTICIPATE IS INTENSELY COMPETITIVE, AND IF WE
DO NOT COMPETE EFFECTIVELY, OUR OPERATING RESULTS COULD BE HARMED.

While management believes we will serve a niche market the larger market for CRM
applications is intensely competitive and rapidly changing, barriers to entry
are relatively low, many of our potential competitors are larger and have more
resources than we do, and with the introduction of new technologies and market

entrants, we expect competition to intensify in the future. If we fail to
compete effectively, our operating results will be harmed. Some of our potential
principal competitors may offer their products at a lower price, which would
result in pricing pressures. If we are unable to maintain competitive pricing,
our future operating results could be negatively impacted.

Our potential principal competitors include salesforce.com, zoho.com,
freeCRM.com, sugarCRM.com and base.com. Our potential competitors enjoy
substantial competitive advantages, such as greater name recognition, longer
operating histories and larger marketing budgets, as well as substantially
greater financial, technical and other resources. In addition, many have
established marketing relationships and access to larger customer bases.

As a result, these potential competitors may be able to respond more quickly and
effectively than we will be able to new or changing opportunities, technologies,
standards or customer requirements. Furthermore, because of these advantages,
even if our service is more effective than the products that our competitors
offer, potential customers might accept competitive products and services in
lieu of purchasing our service. For all of these reasons, we may not be able to
compete successfully.

WE MAY NOT BE ABLE TO DEVELOP ENHANCEMENTS AND NEW FEATURES TO OUR SERVICE OR
ACCEPTABLE NEW SERVICES THAT KEEP PACE WITH TECHNOLOGICAL DEVELOPMENTS.

In the future, if we are unable to develop enhancements to and new features for
our service or acceptable new services that keep pace with rapid technological
developments, our business will be harmed. The success of enhancements, new
features and services depends on several factors, including the timely
completion, introduction and market acceptance of the feature or edition.
Failure in this regard may significantly impair our revenue growth.

THE SUCCESS OF OUR BUSINESS DEPENDS ON THE CONTINUED GROWTH AND ACCEPTANCE OF
THE INTERNET AS A BUSINESS TOOL.

Our proposed service depends on the continued acceptance of the Internet as a
communications and commerce platform for enterprises. The Internet could lose
its viability as a business tool due to 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 has been
harmed 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, the demand for our
service would be significantly reduced, which would harm our business.

OUR REPORTED FINANCIAL RESULTS MAY BE ADVERSELY AFFECTED BY CHANGES IN
ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES.

Generally accepted accounting principles in the United States are subject to
interpretation by the Financial Accounting Standards Board, or FASB, the
American Institute of Certified Public Accountants, the Securities and Exchange
Commission, or SEC, and various bodies formed to promulgate and interpret
appropriate accounting principles. A change in these principles or
interpretations could have a significant effect on our reported financial
results, and could affect the reporting of transactions completed before the
announcement of a change.

WE ARE AN "EMERGING GROWTH COMPANY" AND WE INTEND TO TAKE ADVANTAGE OF REDUCED
DISCLOSURE AND GOVERNANCE REQUIREMENTS APPLICABLE TO EMERGING GROWTH COMPANIES,
WHICH COULD RESULT IN OUR COMMON STOCK BEING LESS ATTRACTIVE TO INVESTORS.

We are an "emerging growth company," as defined in the Jumpstart Our Business
Startups Act of 2012 and we intend to take advantage of certain exemptions from
various reporting requirements that are applicable to other public companies
that are not emerging growth companies including, but not limited to, not being
required to comply with the auditor attestation requirements of Section 404 of
the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive
compensation in our periodic reports and proxy statements, and exemptions from
the requirements of holding a nonbinding advisory vote on executive compensation
and shareholder approval of any golden parachute payments not previously
approved. As well, our election allows us to delay the adoption of new or
revised accounting standards that have different effective dates for public and
private companies until they apply to private companies. Therefore, as a result
of our election, our financial statements may not be comparable to companies
that comply with public company effective dates.

We cannot predict if investors will find our common stock less attractive
because we will rely on these exemptions. If some investors find our common
stock less attractive as a result, there may be a less active trading market for
our common stock and our stock price may be more volatile. We may take advantage
of these reporting exemptions until we are no longer an emerging growth company,
which in certain circumstances could be for up to five years.

RISKS RELATED TO OUR FINANCIAL CONDITION

THERE IS UNCERTAINTY ABOUT OUR ABILITY TO CONTINUE OUR OPERATIONS AS A GOING
CONCERN.

In their audit report for the year ended May 31, 2013, our auditors have
expressed an opinion that doubt exists as to whether we can continue as an
ongoing business. This means that there is substantial doubt that we can
continue as an ongoing business for the next twelve months. As such we may have
to cease activities and you could lose your investment. Because we have been
issued an opinion by our auditor that doubt exists as to whether we can continue
as a going concern it may be more difficult to attract investors.

IF WE ARE UNABLE TO MANAGE OUR FUTURE GROWTH OUR BUSINESS COULD BE HARMED.

If the Company experiences significant growth in the foreseeable future, our
growth may place a significant strain on management, financial, operating and
technical resources. Failure to manage growth effectively could have a material
adverse effect on the Company's financial condition or the results of our
operations.

Since inception on May 16, 2011 to May 31, 2013, we have spent a total of $9,458
on start-up expenses. We have generated no revenue from business operations. All
proceeds currently held by us are the result of sales of common stock to a
related party.

IF WE ARE FORCED TO INCUR UNANTICIPATED COSTS OR EXPENSES, WE MAY HAVE TO
SUSPEND OR CEASE OPERATIONS ENTIRELY WHICH COULD RESULT IN A TOTAL LOSS OF YOUR
INVESTMENT.

Because we are a small business, with limited assets, we are not in a position
to assume unanticipated costs and expenses. If we have to make changes in our
structure or are faced with circumstances that are beyond our ability to afford,

we may have to suspend operations or cease operations entirely which could
result in a total loss of your investment.

IF OUR COMPANY IS DISSOLVED, IT IS UNLIKELY THAT THERE WILL BE SUFFICIENT ASSETS
REMAINING TO DISTRIBUTE TO OUR SHAREHOLDERS.

In the event of the dissolution of our company, the proceeds realized from the
liquidation of our assets, if any, will be used primarily to pay the claims of
our creditors, if any, before there can be any distribution to the shareholders.
In that case, the ability of purchasers of the offered shares to recover all or
any portion of the purchase price for the offered shares will depend on the
amount of funds realized and the claims to be satisfied there from.

ITEM 2. PROPERTIES

We do not currently own any property. We are currently operating out of the
premises of our President on a rent free basis while we are in the
organizational stage. We consider our current principal office space arrangement
adequate and will reassess our needs based upon the future growth of the
Company.

ITEM 3. LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings nor do we have any
knowledge of any threatened litigation.

ITEM 4. MINE SAFETY DISCLOSURES

None.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

No public market currently exists for shares of our common stock. Following
completion of our offering, we intend to apply to have our common stock quoted
on the Over-the-Counter Bulletin Board.

PENNY STOCK RULES

The Securities and Exchange Commission has adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).

A purchaser is purchasing penny stock which limits the ability to sell the
stock. The shares offered by us constitute penny stock under the Securities and
Exchange Act. The shares will remain penny stocks for the foreseeable future.
The classification of penny stock makes it more difficult for a broker-dealer to
sell the stock into a secondary market, which makes it more difficult for a
purchaser to liquidate his/her investment. Any broker-dealer engaged by the
purchaser for the purpose of selling his or her shares in us will be subject to
Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than
creating a need to comply with those rules, some broker-dealers will refuse to
attempt to sell penny stock.

The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document, which:

a. contains a description of the nature and level of risk in the market
for penny stock in both public offerings and secondary trading;
b. contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer with
respect to a violation of such duties or other requirements of the
Securities Act of 1934, as amended;
c. contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" price for the penny stock and the
significance of the spread between the bid and ask price;
d. contains a toll-free telephone number for inquiries on disciplinary
actions;
e. defines significant terms in the disclosure document or in the conduct
of trading penny stocks; and
f. contains such other information and is in such form (including
language, type, size and format) as the Securities and Exchange
Commission shall require by rule or regulation;

The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:

1. the bid and offer quotations for the penny stock;
2. the compensation of the broker-dealer and its salesperson in the
transaction;
3. the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
4. monthly account statements showing the market value of each penny
stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt

of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.

SHARES AVAILABLE FOR FUTURE SALE

Upon 100% completion of the Offering, based on our outstanding shares as of the
date of this report, we will have outstanding an aggregate of 10,000,000 shares
of our common stock. Of these shares, upon effectiveness of the registration
statement, the 5,000,000 shares offered will be freely transferable without
restriction or further registration under the Securities Act.

The remaining 5,000,000 restricted shares of common stock then outstanding are
owned by Robin Thompson, an officer and director, known as our "affiliate," and
may not be resold in the public market except in compliance with the
registration requirements of the Securities Act or under an exemption under Rule
144 under the Securities Act, if available, or otherwise.

The outstanding shares of our common stock not included in the offering will be
available for sale in the public market as follows:

PUBLIC FLOAT

Of our outstanding shares, 5,000,000 shares are beneficially owned by an officer
and director.

RULE 144

In general, under Rule 144, as currently in effect, a person, other than an
affiliate, who has beneficially owned securities for at least six months,
including the holding period of prior owners is entitled to sell his or her
shares without any volume limitations; an affiliate, however, can sell such
number of shares within any three-month period as does not exceed the greater
of:

* 1% of the number of shares of common stock then outstanding, or
* the average weekly trading volume of common stock on the OTC Bulletin
Board during the four calendar weeks preceding the filing of a notice
on Form 144 with respect to that sale.

Sales under Rule 144 are also subject to manner-of-sale provisions, notice
requirements and the availability of current public information about an issuer.
In order to effect a Rule 144 sale of common stock, the transfer agent requires
an opinion from legal counsel. Further, the six month holding period is
applicable only to issuers who have been subject to the reporting requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934 for at least 90
days.

As of the date of this report, no shares of our common stock are available for
sale under Rule 144.

RULE 144 FOR "SHELL" COMPANY STATUS

The Commission codified a staff interpretation relating to the treatment of the
securities of shell companies. Under the amendments, Rule 144 is not available
for the resale of securities initially issued by a shell company (reporting or
non-reporting) or a former shell company. These securities can be resold only
through a resale registration statement, unless certain conditions are met.
These conditions are:

* the issuer of the securities has ceased to be a shell company;
* the issuer is subject to the reporting requirements of section 13 or
15(d) of the Exchange Act;
* the issuer has filed all reports and other materials required to be
filed by section 13 or 15(d) of the Exchange Act, as applicable,
during the preceding 12 months, other than Form 8-K reports; and
* one year has elapsed since the issuer has filed current "Form 10
information" with the Commission reflecting its status as an entity
that is no longer a shell company.

If these conditions are satisfied, then the securities can be sold subject to
all other applicable Rule 144 conditions.

HOLDERS OF OUR COMMON STOCK

As of the date of this report, we have one stockholder of record.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

RESULTS OF OPERATIONS

We are still in our development stage and have generated no revenues to date.

We have incurred $9,458 in miscellaneous expenses from inception through May 31,
2013. These expenses primarily consisted of costs related to organizational
fees, i.e. forming the Delaware Company and filing the extra provincial license
documents to operate in Alberta, costs related to the preparation of the
Registration Statement, including the audit, SEC fees and EDGAR filing.

The following table provides selected financial data about our Company for the
period from the date of incorporation through May 31, 2013 and 2012. For
detailed financial information, see the financial statements included in this
report.

Balance Sheet Data: 5/31/2013 5/31/2012
------------------- --------- ---------

Cash $6,410 $8,916
Total assets $6,410 $8,916
Total liabilities $5,868 $ 89
Stockholder's equity $ 542 $8,827

During this time while we are awaiting funding from our current offering
Management has focused, and will continue to focus, on development that can be
achieved without substantial cash flow. At this point we have mapped out the
primary areas of functionality the service will offer including basic
high-level, wire frame sketches of screens. We have reviewed hosting services
and selected the Google App Engine as our deployment target. This decision also
led us to decide to use the database services offered through the Google App
Engine platform. We've generated initial domain, service and controller class
designs that will be easily supported by our selected platform and installed an
open-source code editor that will help simplify our integration and deployment
activities. We reviewed freely available open-source libraries that supply
functionality we intend to use. Additionally we've also determined where and how
we will keep our code repositories. On the marketing front, we have vetted our
concept and planned functionality through a number of part time and full time
real estate investors to further refine the planned service offering.

Other than the shares in our current Offering, no other source of capital has
been identified or sought. If we experience a shortfall in operating capital
prior to funding from the proceeds of our Offering, our director has verbally
agreed to advance the Company funds in a limited operations scenario.

Our net loss for the twelve months ended May 31, 2013 was $8,285. Our net loss
for the comparable period ended May 31, 2012 was $1,010. Our net loss from
inception (May 16, 2011) through May 31, 2013 was $9,458.

As of May 31, 2013, there is a total of $5,088 in advances payable that is owed
by the company to Robin Thompson, an officer and director, for expenses that he
has paid on behalf of the company. The advances payable are interest free and
payable on demand.

Cash provided by financing activities from inception through the period ended
May 31, 2013 was $15,088. On December 1, 2011 the Company issued a total of
5,000,000 shares of common stock to Mr. Thompson for cash at $0.002 per share
for a total of $10,000.

LIQUIDITY AND CAPITAL RESOURCES

At May 31, 2013 we had $6,410 in cash and there were outstanding liabilities of
$5,868. Our director has verbally agreed to continue to loan the company funds
for operating expenses in a limited scenario, but he has no legal obligation to
do so.

PLAN OF OPERATION

At present management will concentrate on the completion of our current offering
pursuant to the Registration Statement on Form S-1 and also utilize this time to
begin putting together a database of potential customers as well as the
continuation of the development of the software and services for the purpose of
the integration of customers into the Webfolio service.

COMPLETE OUR PUBLIC OFFERING:

We expect to complete our public offering within 180 days of our Registration
Statement being declared effective by the Securities and Exchange Commission on
April 12, 2013. We intend to concentrate all our efforts on raising capital
during this period.

Once we have completed our offering, our specific business plan for the twelve
months thereafter is as follows:

SOFTWARE DEVELOPMENT

Complete Alpha Prototype (1st quarter after funding)

* Establish the development environment and secure hosting arrangements
on Google App Engine
* Implement sign up and authentication logic
* Design and implement database objects required to support intended
functionality
* Implement intended workflows

* Implement property matching engine
* Push out limited early release to selected testers

Complete Beta Version (2nd and 3rd quarter after funding)

* Integrate feedback from early testers
* Fix any problems
* Integrate with payment processor
* Implement document customization tools
* Implement mobile browser-friendly version
* Push out limited release to selected testers

Release `Beta' to Public (3rd and 4th quarter after funding)

* Operate as the free version only during beta testing including access
to the mobile site
* Tune up marketing pages
* Get full time instructors who teach real estate investing to include
the service as part of their course offerings
* Enhance user support and communication

Release Production Version (4th quarter after funding)

After we're comfortable we've got the service operating as intended we will
offer early adopters incentives to sign up for a paid version. We enforce
service level offerings now. We will continue to enhance the service offering,
improve responsiveness and stability based on user feedback.

MARKETING AND SALES

Once we're close to the full production release, we focus on marketing through
blogs, SEO, articles, and a social media presence. We also leverage our
relationships with full -time real estate investors to spread the word about the
service.

Once we've obtained our first 100 users we will start signing up partners whose
target markets include real estate investors. We'll arrange for our users to
obtain discounts from our partners and, in return, we will get a referral fee
for each relationship we help establish. We will also offer space for paid
advertisements on the site for businesses who do not necessarily want a full
partnership arrangement.

Based on raising funding from our offering, we have budgeted the following
amounts over the 12 months following the successful completion of this offering,
these amounts may be adjusted based upon sales and revenue:

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

GOING CONCERN

Our auditor has issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months. The obtainment of additional financing, the successful
development of the Company's contemplated plan of operations, and its
transition, ultimately, to the attainment of profitable operations are necessary
for the Company to continue operations. The ability to successfully resolve
these factors raise substantial doubt about the Company's ability to continue as
a going concern.

ITEM 8. FINANCIAL STATEMENTS

PLS CPA, A PROFESSIONAL CORP.
* 4725 MERCURY STREET SUITE 210 * SAN DIEGO * CALIFORNIA 92111 *
* TELEPHONE (858) 722-5953 * FAX (858) 761-0341 * FAX (858) 433-2979
* E-MAIL changgpark@gmail.com *
--------------------------------------------------------------------------------

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
Webfolio, Inc.

We have audited the accompanying balance sheets of Webfolio, Inc., (A
Development Stage "Company") as of May 31, 2013 and 2012, the related statements
of operations, changes in shareholders' equity and cash flows for the years then
ended May 31, 2013 and 2012, and period from May 16, 2011 (inception) to May 31,
2013. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we 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 statements presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Webfolio, Inc. as of May 31,
2013 and 2012, the result of its operations and its cash flows for the years
ended May 31, 2013 and 2012, and the period from May 16, 2011 (inception) to May
31, 2013 in conformity with U.S. generally accepted accounting principles.

The financial statements have been prepared assuming that the Company will
continue as a going concern. As discussed in Note 1 to the financial statements,
the Company's losses from operations raise substantial doubt about its ability
to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/PLS CPA
-----------------------------
PLS CPA, A Professional Corp.

October 17, 2013
San Diego, CA. 92111

Registered with the Public Company Accounting Oversight Board

WEBFOLIO INC.
(A Development Stage Company)
Balance Sheets
--------------------------------------------------------------------------------

May 31, 2013 May 31, 2012
------------ ------------

ASSETS

CURRENT ASSETS
Cash $ 6,410 $ 8,916
Other current assets -- --
-------- --------
TOTAL CURRENT ASSETS 6,410 8,916
-------- --------

TOTAL ASSETS $ 6,410 $ 8,916
======== ========

LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable $ 780 $ --
Officer advances 5,088 89
-------- --------
TOTAL CURRENT LIABILITIES 5,868 89
-------- --------

TOTAL LIABILITIES 5,868 89
-------- --------
STOCKHOLDERS' EQUITY
Common stock, ($0.0001 par value, 130,000,000 shares
authorized; 5,000,000 shares issued and outstanding
as of May 31, 2013 and 2012, respectively 500 500
Additional paid-in capital 9,500 9,500
Deficit accumulated during development stage (9,458) (1,173)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 542 8,827
-------- --------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 6,410 $ 8,916
======== ========

See Notes to Financial Statements

WEBFOLIO INC.
(A Development Stage Company)
Statements of Operations
--------------------------------------------------------------------------------

Cumulative from
May 16, 2011
(inception)
Year Ended Year Ended through
May 31, 2013 May 31, 2012 May 31, 2013
------------ ------------ ------------

REVENUES
Revenues $ -- $ -- $ --
---------- ---------- ----------
TOTAL REVENUES -- -- --

OPERATING COSTS
Professional expenses 2,750 -- 2,750
Administrative expenses 5,239 999 6,401
---------- ---------- ----------
TOTAL OPERATING COSTS 7,989 999 9,151
---------- ---------- ----------
OTHER INCOME AND EXPENSE
Exchange Gain (Loss) (296) (11) (307)
---------- ---------- ----------
TOTAL OTHER INCOME AND EXPENSE (296) (11) (307)
---------- ---------- ----------

NET INCOME (LOSS) $ (8,285) $ (1,010) $ (9,458)
========== ========== ==========

BASIC EARNINGS PER SHARE $ (0.00) $ (0.00) $ (0.00)
========== ========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 5,000,000 5,000,000 5,000,000
========== ========== ==========

See Notes to Financial Statements

WEBFOLIO INC.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity (Deficit)
From May 16, 2011 (inception) through May 31, 2013
--------------------------------------------------------------------------------

Deficit
Accumulated
Common Additional During
Common Stock Paid-in Development
Stock Amount Capital Stage Total
----- ------ ------- ----- -----

Balance May 16, 2011 (Inception) -- $ -- $ -- $ -- $ --

Net Loss, May 31, 2011 (163) (163)
---------- ------- -------- -------- --------
BALANCE, MAY 31, 2011 -- -- -- (163) (163)

Stock issued for cash on
December 1, 2011 @ $.002
per share 5,000,000 500 9,500 10,000

Net Loss, May 31, 2012 (1,010) (1,010)
---------- ------- -------- -------- --------
BALANCE, MAY 31, 2012 5,000,000 $ 500 $ 9,500 $ (1,173) $ 8,827
---------- ------- -------- -------- --------

Net Loss, May 31, 2013 (8,285) (8,285)
---------- ------- -------- -------- --------

BALANCE, MAY 31, 2013 5,000,000 $ 500 $ 9,500 $ (9,458) $ 542
========== ======= ======== ======== ========

See Notes to Financial Statements

WEBFOLIO INC.
(A Development Stage Company)
Statements of Cash Flow
--------------------------------------------------------------------------------

Cummulative
May 16, 2011
(inception)
Year Ended Year Ended through
May 31, 2013 May 31, 2012 May 31, 2013
------------ ------------ ------------

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (8,285) $ (1,010) $ (9,458)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:

Changes in operating assets and liabilities:
Increase (decrease) in accounts payable 780 -- 780
-------- -------- --------
NET CASH USED IN OPERATING ACTIVITIES (7,505) (1,010) (8,678)

CASH FLOWS FROM INVESTING ACTIVITIES

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock -- 10,000 10,000
Increase (decrease) in officer advances 4,999 (74) 5,088
-------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 4,999 9,926 15,088
-------- -------- --------

NET INCREASE (DECREASE) IN CASH (2,506) 8,916 6,410

CASH AT BEGINNING OF YEAR 8,916 -- --
-------- -------- --------

CASH AT END OF YEAR $ 6,410 $ 8,916 $ 6,410
======== ======== ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during year for:
Interest $ -- $ -- $ --
======== ======== ========

Income Taxes $ -- $ -- $ --
======== ======== ========

See Notes to Financial Statements

WEBFOLIO INC.
(A Development Stage Company)
Notes to Financial Statements
May 31, 2013
--------------------------------------------------------------------------------

1. NATURE OF OPERATIONS

Webfolio Inc. ("The Company") was incorporated in the State of Delaware on May
16, 2011 to engage in the creation and development of an online service
primarily to help real estate investors more effectively manage their properties
and potential buyers. The Company is in the development stage with no revenues
and a limited operating history.

Going Concern Consideration
These financial statements have been prepared assuming that the Company will
continue as a going concern, which contemplates, among other things, the
realization of assets and the satisfaction of liabilities in the normal course
of business. The Company has incurred cumulative net losses of $9,458 since its
inception and requires capital for its contemplated operational and marketing
activities to take place. The Company's ability to raise additional capital
through the future issuances of common stock is unknown. The obtainment of
additional financing, the successful development of the Company's contemplated
plan of operations, and its transition, ultimately, to the attainment of
profitable operations are necessary for the Company to continue operations. The
ability to successfully resolve these factors raise substantial doubt about the
Company's ability to continue as a going concern.

Future issuances of the Company's equity or debt securities will be required in
order for the Company to continue to finance its operations and continue as a
going concern. The Company's present revenues are insufficient to meet operating
expenses. The financial statements do not include any adjustments that may
result from the outcome of these aforementioned uncertainties.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars. The Company's fiscal year end is May 31.

CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with original maturity of
three months or less to be cash equivalents.

USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally accepted
accounting principles requires that management makes estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the period. Actual results
could differ from those estimates.

FOREIGN CURRENCY TRANSLATION
The financial statements are presented in United States dollars. In accordance
with ASC 830, "Foreign Currency Matters", foreign denominated monetary assets
and liabilities are translated into their United States dollar equivalents using
foreign exchange rates which prevailed at the balance sheet date. Revenue and
expenses are translated at average rates of exchange during the year. Gains or
losses resulting from foreign currency transactions are included in results of
operations.

DEVELOPMENT STAGE COMPANY
The Company complies with Financial Accounting Standards Codification ("ASC")
915 and Securities and Exchange Commission Act Guide 7 for its characterization
of the Company as development stage enterprise.

FINANCIAL INSTRUMENT
Fair value measurements are determined based on the assumptions that market
participants would use in pricing an asset or liability. ASC 820-10 establishes
a hierarchy for inputs used in measuring fair value that maximizes the use of
observable inputs and minimizes the use of unobservable inputs by requiring that
the most observable inputs be used when available. FASB ASC 820 establishes a
fair value hierarchy that prioritizes the use of inputs used in valuation
methodologies into the following three levels:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in
active markets. A quoted price in an active market provides the most
reliable evidence of fair value and must be used to measure fair value
whenever available.

Level 2: Significant other observable inputs other than Level 1 prices such
as quoted prices for similar assets or liabilities; quoted prices in
markets that are not active; or other inputs that are observable or can be
corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a reporting entity's
own assumptions about the assumptions that market participants would use in
pricing an asset or liability. For example, level 3 inputs would relate to
forecasts of future earnings and cash flows used in a discounted future
cash flows method.

The recorded amounts of financial instruments, including cash equivalents,
accounts payable and advance from related party, approximate their market values
as of May 31, 2013.

INCOME TAXES
The Company follows the accrual method of accounting for income taxes. Under
this method, deferred income tax assets and liabilities are recognized for the
estimated tax consequences attributable to differences between the financial
statement carrying values and their respective income tax basis (temporary
differences). The effect on the deferred income tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date. At May 31, 2013, a full deferred tax asset valuation allowance
has been provided and no deferred tax asset has been recorded.

BASIC AND DILUTED NET INCOME (LOSS) PER SHARE
The Company computes net income (loss) per share in accordance with ASC 260,
"Earnings per Share" which requires presentation of both basic and diluted
earnings per share (EPS) on the face of the income statement. Basic EPS is
computed by dividing net income (loss) available to common shareholders
(numerator) by the weighted average number of common shares outstanding
(denominator) during the period. Diluted EPS gives effect to all dilutive
potential common shares outstanding during the period including stock options,
using the treasury stock method, and convertible preferred stock, using the
if-converted method. In computing diluted EPS, the average stock price for the
period is used in determining the number of shares assumed to be purchased from
the exercise of stock options or warrants. Diluted EPS excludes all dilutive
potential common shares if their effect is anti-dilutive.

RECENT ACCOUNTING PRONOUNCEMENTS
In February 2010, the FASB issued ASU No. 2010-09, which is included in the
Codification under ASC 855, SUBSEQUENT EVENTS ("ASC 855"). This update removes
the requirement for an SEC filer to disclose the date through which subsequent
events have been evaluated and become effective for interim and annual reporting
periods beginning January 1, 2010. The adoption of this guidance did not have a
material impact on the Company's financial statements.

In January 2010, the FASB issued ASU No. 2010-06, which is included in the
Codification under ASC 820, FAIR VALUE MEASUREMENTS AND DISCLOSURES ("ASC 820").
This update requires the disclosure of transfers between the observable input
categories and activity in the unobservable input category for fair value
measurements. The guidance also requires disclosures about the inputs and
valuation techniques used to measure fair value and become effective for interim
and annual reporting periods beginning January 1, 2010. The adoption of this
guidance did not have a material impact on the Company's financial statements.

The Company does not expect the adoption of recently issued accounting
pronouncements to have any significant impact on the Company's results of
operations, financial position or cash flow. As new accounting pronouncements
are issued, the Company will adopt those that are applicable under the
circumstances.

3. RELATED PARTY TRANSACTIONS

The President of the Company provides management and office premises to the
Company for no compensation. He will not be paid for any underwriting services
that he performs on behalf of the Company with respect to the Company's upcoming
S-1 offering. He will also not receive any interest on any funds that he has
advanced to the Company. Mr. Thompson has advanced funds to the Company as of
May 31, 2013 in the amount of $5,088.

4. COMMON SHARES

The stockholders' equity section of the Company contains the following classes
of capital stock as of May 31, 2013:

Common stock, $ 0.0001 par value: 130,000,000 shares authorized; 5,000,000
shares issued and outstanding

In May, 2011, the Company authorized the issue of 5,000,000 common shares of the
company at par value of $.002 to Robin Thompson, Director and President, for net
cash proceeds of $10,000.

At May 31, 2013 there are total of 5,000,000 common shares of the Company issued
and outstanding.

5. INCOME TAXES

The Company follows ASC 740. Deferred income taxes reflect the net effect of (a)
temporary difference between carrying amounts of assets and liabilities for
financial purposes and the amounts used for income tax reporting purposes, and
(b) net operating loss carry-forwards. No net provision for refundable Federal
income tax has been made in the accompanying statement of loss because no
recoverable taxes were paid previously. Similarly, no deferred tax asset
attributable to the net operating loss carry-forward has been recognized, as it
is not deemed likely to be realized. The provision for refundable federal income
tax consists of the following for the periods ending:

May 31, 2013 May 31, 2012
------------ ------------
Federal income tax benefit attributed to:
Net operating loss $ 2,817 $ 343
Valuation allowance (2,817) (343)
-------- --------
Net benefit $ -- $ --
======== ========

The cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:

May 31, 2013 May 31, 2012
------------ ------------
Deferred tax attributed:
Net operating loss carryover $ 3,216 $ 399
Less change in valuation allowance (3,216) (399)
-------- --------
Net deferred tax asset $ -- $ --
======== ========

At May 31, 2013, the Company had an unused net operating loss carry-forward
approximating $9,458 that is available to offset future taxable income; the loss
carry-forward will start to expire in 2030.

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer (our
president), we have conducted an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the
end of the period covered by this report. Based on this evaluation, our
principal executive officer and principal financial officer concluded as of the
evaluation date that our disclosure controls and procedures were effective such
that the material information required to be included in our Securities and
Exchange Commission reports is accumulated and communicated to our management,
including our principal executive and financial officer, recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms relating to our company, particularly during
the period when this report was being prepared.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act, for the Company.

Internal control over financial reporting includes those policies and procedures
that: (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our assets;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of its management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.

Management recognizes that there are inherent limitations in the effectiveness
of any system of internal control, and accordingly, even effective internal
control can provide only reasonable assurance with respect to financial
statement preparation and may not prevent or detect material misstatements. In
addition, effective internal control at a point in time may become ineffective
in future periods because of changes in conditions or due to deterioration in
the degree of compliance with our established policies and procedures.

A material weakness is a significant deficiency, or combination of significant
deficiencies, that results in there being a more than remote likelihood that a
material misstatement of the annual or interim financial statements will not be
prevented or detected.

Under the supervision and with the participation of our president, management
conducted an evaluation of the effectiveness of our internal control over
financial reporting, as of May 31, 2013, based on the framework set forth in
Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on our evaluation under
this framework, management concluded that our internal control over financial
reporting was not effective as of the evaluation date due to the factors stated
below.

Management assessed the effectiveness of the Company's internal control over
financial reporting as of evaluation date and identified the following material
weaknesses:

INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite
expertise in the key functional areas of finance and accounting.

INADEQUATE SEGREGATION OF DUTIES: We have an inadequate number of personnel to
properly implement control procedures.

LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS:
We do not have a functioning audit committee or outside directors on our board
of directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures.

Management is committed to improving its internal controls and will (1) continue
to use third party specialists to address shortfalls in staffing and to assist
the Company with accounting and finance responsibilities, (2) increase the
frequency of independent reconciliations of significant accounts which will
mitigate the lack of segregation of duties until there are sufficient personnel
and (3) may consider appointing outside directors and audit committee members in
the future.

Management, including our president, has discussed the material weakness noted
above with our independent registered public accounting firm. Due to the nature
of this material weakness, there is a more than remote likelihood that
misstatements which could be material to the annual or interim financial
statements could occur that would not be prevented or detected.

This annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management's report in this annual report.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter for our fiscal year ended May 31, 2013
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

On August 26, 2013, Board of Directors of the Registrant dismissed Stan J.H.
Lee, CPA, its independent registered public account firm. The Board of Directors
of the Registrant approved of the dismissal of Stan J.H. Lee, CPA as its
independent auditor. None of the reports of Stan J.H. Lee on the Company's
financial statements for either of the past two years or subsequent interim
period contained an adverse opinion or disclaimer of opinion, or was qualified
or modified as to uncertainty, audit scope or accounting principles, except that
the Registrant's audited financial statements contained in its Registration
Statement on Form S-1, as amended, for the fiscal year ended May 31, 2012 a
going concern qualification in the registrant's audited financial statements.

On August 23, 2013 the Company received notice from the Securities and Exchange
Commission that Stan J.H. Lee, CPA had its registration revoked by the Public
Company Accounting Oversight Board due to a violation of PCAOB Rule 4006.

During the registrant's two most recent fiscal years and the subsequent interim
periods thereto, there were no disagreements with Stan J.H. Lee, CPA whether or
not resolved, on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to
Stan J.E. Lee, CPA's satisfaction, would have caused it to make reference to the
subject matter of the disagreement in connection with its report on the
registrant's financial statements.

The Company has requested that Stan J.H. Lee, CPA furnish it with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements and, if it does not agree, the respects in which it
does not agree. Stan J.H. Lee, CPA has declined to provide us with the letter.

As Stan J.H. Lee, CPA is no longer registered with the PCAOB, we have been
advised that we may not include their audit reports or consents in future
filings with the Securities and Exchange Commission. We will be required to have
a new auditor, when engaged, re-audit any years audited by Stan J.H. Lee, CPA
that are required to be included in future filings with the Securities and
Exchange Commission.

On September 2, 2009, the registrant engaged PLS CPA, A Professional Corp. of
4725 Mercury Street #210, San Diego, CA 92111, as its independent accountant.
During the two most recent fiscal years and the interim periods preceding the
engagement, the registrant has not consulted PLS CPA A Professional Corp.
regarding any of the matters set forth in Item 304(a)(1) of Regulation S-K.

PART III

ITEM 10. DIRECTOR AND EXECUTIVE OFFICER

Directors of the Company are elected by the stockholders to a term of one year
and serve until their successors are elected and qualified. Officers of the
Company are appointed by the Board of Directors to a term of one year and serve
until their successors are duly appointed and qualified, or until the officer is
removed from office. The Board of Directors has no nominating, auditing or
compensation committees.

The name, address, age and position of our officer and director is set forth
below:

Name and Address Age Position(s)
---------------- --- -----------

Robin Thompson 48 President, Secretary,
1129 8 Street S.E. Chief Executive Officer,
Calgary, AB Chief Financial Officer and Director
T2G 2Z6 Canada

Mr. Thompson has held his office/position since the inception of our Company. He
is expected to hold said office/position until the next annual meeting of our
stockholders. The officer and director named above is our only officer,
director, promoter and control person.

BACKGROUND INFORMATION ABOUT OUR OFFICER AND DIRECTOR

ROBIN THOMPSON has been President, CEO, CFO, Secretary and Director of Webfolio
Inc. from May 2011 to the present. From April 2012 to the present Mr. Thompson
has been Director of Information and Business Services at Alberta Insurance
Council. From November 2010 to March 2012 he served as a Senior Developer for
Alberta Insurance Council. From February 2000 to the present he has been
Principal Systems Architect at LPD Enterprises Inc., a software consulting firm
based in Calgary, Alberta. Mr. Thompson is a certified Professional Engineer
with APEGGA and received his BSc in Electrical Engineering from the University
of Alberta.

During the past ten years, Mr. Thompson has not been the subject of the
following events:

1. Any bankruptcy petition filed by or against any business of which Mr.
Thompson was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time.

2. Any conviction in a criminal proceeding or being subject to a pending
criminal proceeding.

3. An order, judgment, or decree, not subsequently reversed, suspended or
vacated, or any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting Mr. Thompson's involvement
in any type of business, securities or banking activities.

4. Found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Future Trading Commission to
have violated a federal or state securities or commodities law, and the judgment
has not been reversed, suspended or vacated.

CORPORATE GOVERNANCE

We do not have a compensation committee and we do not have an audit committee
financial expert. We do not have a compensation committee because our Board of
Directors consists of one director and we do not pay any compensation at this
time. We do not have an audit committee financial expert because we believe the
cost related to retaining a financial expert at this time is prohibitive in the

circumstances of our Company. Further, because we have no operations, at the
present time, we believe the services of a financial expert are not warranted.

CONFLICTS OF INTEREST

We are not aware of any conflicts of interest.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers, and persons who own more than ten percent of our common
stock, to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes of ownership of our common stock. Officers,
directors and greater than ten percent stockholders are required by SEC
regulation to furnish us with copies of all Section 16(a) forms they file. We
intend to ensure to the best of our ability that all Section 16(a) filing
requirements applicable to our officers, directors and greater than ten percent
beneficial owners are complied with in a timely fashion.

CODE OF ETHICS

We do not currently have a code of ethics, because we have only limited business
operations and only one officer and director, we believe a code of ethics would
have limited utility. We intend to adopt such a code of ethics as our business
operations expand and we have more directors, officers and employees.

ITEM 11. EXECUTIVE COMPENSATION

Currently, our officer and director receives no compensation for his services
during the development stage of our business operations. They may be reimbursed
for any out-of-pocket expenses that they incur on our behalf. In the future, we
may approve payment of salaries for officers and directors. We also do not
currently have any benefits, such as health or life insurance, currently
available to our employee.

SUMMARY COMPENSATION TABLE

Change in
Pension
Value and
Non-Equity Nonqualified
Incentive Deferred All
Name and Plan Compen- Other
Principal Stock Option Compen- sation Compen-
Position Year Salary Bonus Awards Awards sation Earnings sation Totals
------------ ---- ------ ----- ------ ------ ------ -------- ------ ------

Robin Thompson, 2013 0 0 0 0 0 0 0 0
President, CEO, 2012 0 0 0 0 0 0 0 0
CFO and Director 2011 0 0 0 0 0 0 0 0

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

Option Awards Stock Awards
---------------------------------------------------------------- ---------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable Unexercisable Options (#) Price Date Vested(#) Vested Vested Vested
---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------

Robin 0 0 0 0 0 0 0 0 0
Thompson

DIRECTOR COMPENSATION

Change in
Pension
Value and
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash Awards Awards Compensation Earnings Compensation Total
---- ---- ------ ------ ------------ -------- ------------ -----

Robin Thompson 0 0 0 0 0 0 0

OPTION GRANTS. There have been no individual grants of stock options to purchase
our common stock made to the executive officer named in the Summary Compensation
Table.

AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE. There have been no
stock options exercised by the executive officer named in the Summary
Compensation Table.

LONG-TERM INCENTIVE PLAN ("LTIP") AWARDS. There have been no awards made to a
named executive officer in the last completed fiscal year under any LTIP.

COMPENSATION OF DIRECTORS

Directors are permitted to receive fixed fees and other compensation for their
services as directors. The Board of Directors has the authority to fix the
compensation of directors. No amounts have been paid to, or accrued to, our
director in such capacity.

EMPLOYMENT AGREEMENTS

We do not have an employment agreement in place with Mr. Thompson.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the date of this report, the total number
of shares owned beneficially by our director, officers and key employees,
individually and as a group, and the present owners of 5% or more of our total
outstanding shares. The table also reflects what the percentage of ownership
will be assuming completion of the sale of the shares in the percentages noted,
which we can't guarantee. The stockholder listed below has direct ownership of
his shares and possesses sole voting and dispositive power with respect to the
shares.

Name and No. of No. of Percentage
Address of Shares Shares of Ownership
Beneficial Before After Before After Completion of Offering at
Owner Offering Offering Offering 100% 70% 40% 10%
----- -------- -------- -------- -------- -------- -------- --------

Robin Thompson 5,000,000 5,000,000 100% 50% 59% 72% 91%
1129 8 Street S.E.
Calgary, AB T2G 2Z6
Canada

All Officers and
Directors as a Group 5,000,000 5,000,000 100% 50% 59% 72% 91%

FUTURE SALES BY EXISTING STOCKHOLDERS

A total of 5,000,000 shares have been issued to the existing stockholder, all of
which are held by Robin Thompson, an officer and director, and are restricted
securities, as that term is defined in Rule 144 of the Rules and Regulations of
the SEC promulgated under the Act. Under Rule 144, such shares can be publicly
sold, subject to volume restrictions and certain restrictions on the manner of
sale, commencing one year after their acquisition. Any sale of shares held by
the existing stockholder (after applicable restrictions expire) may have a
depressive effect on the price of our common stock in any market that may
develop, of which there can be no assurance.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On December 1, 2011 the Company issued a total of 5,000,000 shares of common
stock to Mr. Thompson for cash at $0.002 per share for a total of $10,000.

We do not currently have any conflicts of interest by or among our current
officer, director, key employee or advisors. We have not yet formulated a policy
for handling conflicts of interest; however, we intend to do so upon completion
of our offering and, in any event, prior to hiring any additional employees.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The total fees charged to the Company for audit services from Stan J.H. Lee, CPA
, including quarterly reviews, were $2,750 for audit-related services were $Nil,
for tax services were $Nil and for other services were $Nil during the year
ended May 31, 2013.

The total fees charged to the Company for audit services from Stan J.H. Lee,
CPA, including quarterly reviews, were $-0- for audit-related services were
$Nil, for tax services were $Nil and for other services were $Nil during the
year ended May 31, 2012.

The total fees charged to the Company for audit services from PLS CPA, A
Professional Corp. , including quarterly reviews, were $-0- for audit-related
services were $Nil, for tax services were $Nil and for other services were $Nil
during the year ended May 31, 2013 and 2012 .

PART IV

ITEM 15. EXHIBITS

The following exhibits are included with this filing:

Exhibit
Number Description
------ -----------

3(i) Articles of Incorporation*
3(ii) Bylaws*
31.1 Sec. 302 Certification of CEO
31.2 Sec. 302 Certification of CFO
32.1 Sec. 906 Certification of CEO
32.2 Sec. 906 Certification of CFO
101 Interactive data files pursuant to Rule 405 of Regulation S-T

----------
* Included in our S-1 filing under Commission File Number 333-182970.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Webfolio Inc.
Registrant

Date October 17, 2013 By /s/ Robin Thompson
---------------------------------------------
Robin Thompson
(Principal Executive Officer,
Principal Financial Officer,
Principal Accounting Officer & Sole Director)

Attached files

Webfolio Inc. Reports

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