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EX-31.1 - CERTIFICATION - ZD VENTURES Corpf10q1210ex31i_webtradex.htm
EX-32.1 - CERTIFICATION - ZD VENTURES Corpf10q1210ex32i_webtradex.htm
EX-31.2 - CERTIFICATION - ZD VENTURES Corpf10q1210ex31ii_webtradex.htm
EX-32.2 - CERTIFICATION - ZD VENTURES Corpf10q1210ex32ii_webtradex.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
Form 10-Q
 
(Mark one)
x  Quarterly  Report Under Section 13 or 15(d) of The Securities  Exchange Act of 1934

For the quarterly period ended December 31, 2010
 
o  Transition Report Under Section 13 or 15(d) of The Securities  Exchange Act of 1934

For the transition period from ______________ to _____________

Commission file number 333-127389

 
WEBTRADEX INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

 
Nevada    Applied for
(State or other jurisdiction of incorporation)   (IRS Employer Identification No.)
 
 
2101 Vista Parkway, Suite 292
West Palm Beach FL 33411

(Address of principal executive offices)(Zip Code)


Registrant's telephone number, including area code: (561) 228-6148
 
N/A

(Former name or former address, if changes since last report)


 
 

 

Indicate by check mark whether the issuer (1) has filed all reports  required to be filed by Section 13 or 15(d) of the Securities Exchange Act 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 o

Indicate by check mark whether the registrant is an accelerated filer, a non-accelerated filer, or a smaller reporting company.
 
Large accelerated filer  o
Accelerated filer                    o
Non-accelerated filer    o
Smaller reporting company  x

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

APPLICABLE ONLY TO CORPORATE ISSUERS
 
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

As of January 26, 2011,  there were  approximately 15,510,000  shares of the Issuer's common stock, par value $0.001 per share outstanding.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this quarterly report on Form 10-Q 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,  economic, political and market conditions and fluctuations, government and industry regulation,  interest rate risk, U.S. and global competition, and other factors including the risk factors set forth in our Form 10-K. 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 quarterly 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.
 
 
 
 

 

 
INDEX

PART I. - FINANCIAL INFORMATION

Item 1.
Financial Statements

Item 2
Management's Discussion and Analysis or Plan of Operations

Item 3
Quantitative and Qualitative Disclosures About Market Risk

Item 4T.
Controls and Procedures
 
 
PART II. - OTHER INFORMATION
Item 1
Legal Proceedings

Item 1A.
Risk Factors

Item 2
Unregistered Sales of Equity Securities and Use of Proceeds

Item 3
Defaults Upon Senior Securities

Item 4
Submission of Matters to a Vote of Security Holders

Item 5
Other Information

Item 6
Exhibits

SIGNATURES

EXHIBITS

 
 

 


PART I. - FINANCIAL INFORMATION
 
Item 1. Financial Statements



INDEX TO FINANCIAL STATEMENTS
 
 
Balance Sheet  F-2
   
Statements of Operations F-3
   
Statements of Stockholders’ Equity F-4
   
Statements of Cash Flows  F-5
   
Notes to Financial Statement  F-6
   
 
 

 
F-1

 
 
Webtradex International Corp.
(f/k/a Zandaria Ventures, Inc.)
(an exploration stage enterprise)
Balance Sheet

   
December 31, 2010
   
March 31, 2010
 
   
(Unaudited)
       
ASSETS
CURRENT ASSETS
           
  Cash
  $ 3,717     $ 17,741  
  Prepaid expenses
    0       3,750  
                 
    Total current assets
    3,717       21,491  
                 
OTHER ASSETS
               
  Other assets
    541       0  
                 
    Total other assets
    541       0  
                 
Total Assets
  $ 4,258     $ 21,491  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
               
    Accounts payable and accrued liabilities
  $ 15,292     $ 15,292  
    Short-term loans from stockholder
    12,506       0  
    Notes payable
    13,533       13,533  
                 
    Total current liabilities
    41,331       28,825  
                 
LONG-TERM LIABILITIES
               
                 
    Long-term note payable
    106,813       104,188  
                 
          Total long-term liabilities
    106,813       104,188  
                 
Total Liabilities
    148,144       133,013  
                 
Derivative liability arising from note conversion rights
    0       0  
                 
STOCKHOLDERS’ EQUITY
               
  Common stock, $0.001 par value, authorized 75,000,000 shares; 15,510,000 and 7,755,000 issued and outstanding
    15,510       7,755  
  Additional paid-in capital
    5,090       12,845  
  Accumulated other comprehensive income
    2,375       2,375  
  Deficit accumulated during the pre-exploration stage
    (166,861 )     (134,497 )
                 
          Total stockholders’ equity
    (143,886 )     (111,522 )
                 
Total Liabilities and  Stockholders’ Equity
  $ 4,258     $ 21,491  
 
The accompanying notes are an integral part of the financial statements
 
F-2

 
 
Webtradex International Corp.
(f/k/a Zandaria Ventures, Inc.)
(an exploration stage enterprise)
Statements of Operations
Three and Nine Months ended December 31,
(Unaudited)
 
 
   
 
 
 
Three Months
   
 
 
 
Nine Months
   
Period from February 23, 2005
(Inception)
through
 
   
2010
   
2009
   
2010
   
2009
   
December 31, 2010
 
                               
                               
REVENUES
  $ 0     $ 0     $ 0     $ 0     $ 0  
                                         
OPERATING EXPENSES
                                       
   General and administrative
    3,428       2,496       12,838       7,085       44,158  
   Geological, mineral, prospecting costs
    0       0       0       0       9,740  
   Professional fees
    3,738       3,362       17,675       21,087       112,963  
          Total expenses
    7,166       5,858       30,513       28,172       166,861  
                                         
Other comprehensive income from
     abandonment of conversion rights
    0       0       0       0       2,375  
                                         
Net loss
  $ (7,166 )   $ (5,858 )   $ (30,513 )   $ (28,172 )   $ (169,236 )
                                         
Basic net loss per weighted average share
  $ 0.00     $ 0.00     $ 0.00     $ 0.00          
                                         
Weighted average number of shares
    15,510,000       7,755,000       15,510,000       7,754,781          


The accompanying notes are an integral part of the financial statements
 
F-3

 

 
Webtradex International Corp.
(f/k/a Zandaria Ventures, Inc.)
(an exploration stage enterprise)
 Statement of Stockholders’ Equity (Deficit)
 
   
 
 
 
 
Number of
Shares
   
 
 
 
 
Common
Stock
   
 
 
 
Additional
Paid-in Capital
   
Deficit
Accumulated
During the
Pre-exploration
Stage
   
 
 
Accumulated
Other
Comprehensive
Income
   
 
 
 
Total
Stockholders’
Equity
 
                                     
BEGINNING BALANCE, February 23, 2005
    0     $ 0     $ 0     $ 0     $ 0     $ 0  
                                                 
Shares issued at $0.001
    2,500,000       2,500       0       0       0       2,500  
Shares issued at $0.003
    700,000       700       1,400       0       0       2,100  
Shares issued at $0.0025
    4,000,000       4,000       6,000       0       0       10,000  
Shares issued at $0.01
    550,000       550       4,950       0       0       5,500  
Net loss
    0       0       0       (820 )     0       (820 )
                                                 
BALANCE, March 31, 2005
    7,750,000       7,750       12,350       (820 )     0       19,280  
Net loss
    0       0       0       (25,102 )     0       (25,102 )
                                                 
BALANCE, March 31, 2006
    7,750,000       7,750       12,350       (25,922 )     0       (5,822 )
Shares issued for services
    2,500       3       247       0       0       250  
Net loss
    0       0       0       (21,355 )     0       (21,355 )
                                                 
BALANCE, March 31, 2007
    7,750,000       7,753       12,597       (47,257 )     0       (26,907 )
Shares issued for services
    2,500       2       248       0       0       250  
Net comprehensive loss
    0       0       0       0       (250 )     (250 )
Net loss
    0       0       0       (22,344 )     0       (22,344 )
                                                 
BALANCE, March 31, 2008
    7,752,500       7,755       12,845       (69,601 )     (250 )     (49,251 )
Net loss
    0       0       0       (34,294 )     0       (34,294 )
                                                 
BALANCE, March 31, 2009 (unaudited)
    7,752,500       7,755       12,845       (103,895 )     (250 )     (83,545 )
Comp income - conversion rights
    0       0       0       0       2,625       2,625  
Net loss
    0       0       0       (32,453 )     0       (32,453 )
                                                 
BALANCE, March 31, 2010
    7,752,500       7,755       12,845       (136,348 )     2,375       (113,373 )
2 for 1 forward split
    7,752,500       7,755       (7,755 )     0       0       0  
Net loss
    0       0       0       (30,513 )     0       (30,513 )
                                                 
ENDING BALANCE, December 31, 2010 (unaudited)
    15,505,000     $ 15,510     $ 5,090     $ (166,861 )   $ 2,375     $ (143,886 )
                                                 
 
The accompanying notes are an integral part of the financial statements
 
F-4

 
 
Webtradex International Corp.
(f/k/a Zandaria Ventures, Inc.)
(an exploration stage enterprise)
Statements of Cash Flows
Nine Months ended December 31,
(Unaudited)
 
   
 
 
 
 
2010
   
 
 
 
 
2009
   
Cumulative from
February 23, 2005
(inception) to
December 31, 2010
 
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
Net loss
  $ (30,513 )   $ (28,172 )   $ (166,861 )
Adjustments to reconcile net loss to net cash used by operating activities:
                       
        Common stock issued for services
    0       0       500  
        Amortization of prepaid interest
    0       0       6,549  
        Amortization of note payable discount
    1,979       1,720       5,644  
Changes in operating assets and liabilities
                       
        Increase (decrease) in accounts payable - trade
    0       0       15,292  
        Increase (decrease) in prepaid expenses
    (3,209 )     (1,250 )     541  
                         
Net cash provided (used) by operating activities
    (31,743 )     (27,702 )     (138,335 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES:
                       
Deposit on options
    0       0       0  
                         
Net cash provided (used) by investing activities
    0       0       0  
                         
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
Common stock issued for cash
    0       0       20,100  
Proceeds from third party loans
    15,213       0       15,213  
Proceeds from stockholder loan payable
    2,506       40,000       111,739  
Payments on notes payable
    0       0       (5,000 )
                         
Net cash provided by financing activities
    17,719       40,000       142,052  
                         
Net increase (decrease) in cash
    (14,024 )     12,298       3,717  
                         
CASH, beginning of period
    17,741       3,305       0  
                         
CASH, end of period
  $ 3,717     $ 15,603     $ 3,717  
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
                       
Non-Cash Financing Activities:
                       
  None
                       
 
The accompanying notes are an integral part of the financial statements
 
F-5

 
 
 
Webtradex International Corp.
(f/k/a Zandaria Ventures, Inc.)
(an exploration stage enterprise)
NOTES TO FINANCIAL STATEMENTS
(Information with regard to the nine months ended December 31, 2010 and 2009 is unaudited)

 
Note 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
(a) The Company Webtradex Internatrional Corp. is a Nevada chartered development stage corporation which conducts business from its headquarters in West Palm Beach, Florida.
 
The following summarize the more significant accounting and reporting policies and practices of the Company:
 
(b) Use of estimates The financial statements have been prepared in conformity with generally accepted accounting principles. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition and revenues and expenses for the year then ended. Actual results may differ significantly from those estimates.
 
(c) Start-up costs  Costs of start-up activities, including organization costs, are expensed as incurred, in accordance with Statement of Position (SOP) 98-5.
 
(d) Stock compensation for services rendered The Company may issue shares of common stock in exchange for services rendered.  The costs of the services are valued according to generally accepted accounting principles and have been charged to operations.
 
(e) Net income (loss) per share Basic loss per share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period.
 
(f) Property and equipment All property and equipment are recorded at cost and depreciated over their estimated useful lives, using the straight-line method.  Upon sale or retirement, the cost and related accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is  included in the results of operations.  Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred.
 
(g) Cash and equivalents For purposes of the statement of cash flows, the Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents
 
(h)  Interim financial information The financial statements for the nine months ended December 31, 2010 and 2009 are unaudited and include all adjustments which in the opinion of management are necessary for fair presentation, and such adjustments are of a normal and recurring nature. The results for the nine months are not indicative of a full year results.

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company’s financial position and operating results raise substantial doubt about the Company’s ability to continue as a going concern, as reflected by the net loss of $166,861 accumulated through December 31, 2010. The ability of the Company to continue as a going concern is dependent upon commencing operations, developing sales and obtaining additional capital and financing. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company is currently seeking additional capital to allow it to begin its planned operations


 
F-6

 


Webtradex International Corp.
(f/k/a Zandaria Ventures, Inc.)
(an exploration stage enterprise)
NOTES TO FINANCIAL STATEMENTS

NOTE 3 - RELATED PARTY TRANSACTIONS

At December 31 2010, the Company owed an account payable of $1,400 and a note payable of $9,186 to the former President and CEO of the Company, who resigned on March 13, 2007. At December 31, 2009 the Company owed notes payable of $64,413 to another former President and CEO.

NOTE 4 - NOTES PAYABLE

The Company has entered into a series of notes payable, all of which bear no stated interest rate and are unsecured.
 
   
December 31, 2010
 
August 4, 2006
  $ 5,000  
September 1, 2006
    900  
February 2, 2007
    8,286  
April 16, 2007
    4,280  
July 11, 2007
    4,255  
July 17, 2007
    5,000  
October 18, 2007
    10,000  
April 7, 2008
    20,000  
November 12,2008
    10,000  
May 20, 2009
    20,000  
October 6, 2009
    10,000  
October 23, 2009
    10,000  
March 9, 2010
    10,000  
    $ 117,721  
 
The April 16, 2007, note payable also has conversion rights which allow for the conversion of the note in whole or in part at any time prior to the payment or ten days thereafter into common stock of the Company at a conversion rate of the lesser of 66 2/3% of the average closing bid and ask price on the date of conversion or $0.25 per share. The Company has recognized a discount of $6,002 for these notes to be amortized as interest over the term of these notes. All the notes carry a maturity date of December 31, 2011.

NOTE 5 – STOCKHOLDERS EQUITY

At December 31, 2010, the Company has 75,000,000 shares of par value $0.001 common stock authorized and 15,510,000 issued and outstanding. At inception, February 23, 2005 the Company issued 2,500,000 shares of common stock in exchange for cash of $2,500, or $0.001. During March 2005, the Company issued 700,000 shares of common stock in exchange for cash of $2,100, or $0.003; 4,000,000 shares of common stock in exchange for cash of $10,000, or $0.0025 and 550,000 shares of common stock in exchange for cash of $5,500, or $0.01. During the fiscal year ended March 31, 2007 and 2008 the Company issued 2,500 shares of common stock in exchange for services valued at  $250, or $0.01, each year, for a total issued of 5,000 shares for services valued at $500. In June 2010, the Company authorized a 2 for 1 forward split of the common stock issued and outstanding . The Company set a record date of June 21, 2010, and was concluded on July 23, 2010.

 
F-7

 

 

 Webtradex International Corp.
(f/k/a Zandaria Ventures, Inc.)
(an exploration stage enterprise)
NOTES TO FINANCIAL STATEMENTS

NOTE 6 - MINERAL PROPERTY

On April 5, 2005, the Company entered into a purchase agreement, amended on April 6, 2006, to acquire a 100% interest in a mineral claim located in British Columbia, Canada.

This purchase agreement required the Company to pay:
 
a) $2,500 upon execution of the agreement - (paid on March 29, 2005)
b) $1,000 for an amendment of the agreement - (not paid)
c) $17,500 on or before April 5, 2007 (not paid)

This agreement is subject to a 2 ½% smelter royalty and a 7 ½% gross rock royalty to a total of $20,000.
 
As the Company has not made the subsequent two required payments, the Company has written off as worthless its initial investment in this claim, however the counter-party has not notified the Company of its default status, therefore the Company does retain this interest.


 
F-8

 
 
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations

The following  discussion and analysis  should be read in conjunction with our Financial Statements and Notes thereto appearing elsewhere in this Report on Form 10-Q as well as our other SEC filings.

Overview

The Company is a development stage company and has not yet generated or realized any revenues from business operations. The Company's business strategy has been focused on the Chip mineral claim in Canada. In the last quarter of fiscal 2008, the Company elected to exit this business plan and seek a different plan that would require less start-up capital or to seek potential merger candidates. The Company's auditors have issued a going concern opinion in our audited financial statements for the fiscal year ended March 31, 2009. This means that our auditors believe there is doubt that the Company can continue as an on-going business for the next twelve months unless it obtains additional capital to pay its bills. This is because the Company has not generated any revenues and no revenues are currently anticipated. Accordingly, we must raise cash from sources such as investments by others in the Company and through possible transactions with strategic or joint venture partners. We do not plan to use any capital raised for the purchase or sale of any plant or significant equipment. The following discussion and analysis should be read in conjunction with the financial statements of the Company and the accompanying notes appearing subsequently under the caption "Financial Statements."

Comparison of Operating Results for the Quarter Ended December 31, 2010 to the Quarter Ended December 31, 2009

Revenues
 
The Company did not  generate  any revenues from operations for the three months ended December 31, 2010 or 2009. Accordingly,  comparisons with prior periods are not meaningful.  The Company is subject to risks  inherent in the  establishment  of a new business  enterprise, including limited capital  resources and cost  increases  in services.

Operating Expenses

Operating  expenses increased $1,308 from $5,858 for the three months ended December 31, 2009 to $7,166 for the three months ended December 31, 2010. The increase in our net operating expenses is due to increased general and administrative expenses incurred.

Net Loss

Net loss increased $1,308 from net loss of $5,858 for the three months ended December 31, 2009 to a net loss of $7,166 for the three months ended December 31, 2010. The increase in net operating loss is due to  increased general and administrative expenses incurred.

At December 31, 2010, our accumulated deficit was $166,861.
 
Assets and Liabilities

Our total assets were $4,258 at December 31, 2010.  Our assets consist principally of cash of $3,717.

Total current liabilities are $41,331 at December 31, 2010.  Our notes payable are $106,813.
 
 
 
1

 

 
Financial Condition, Liquidity and Capital Resources

At December 31, 2010, we had cash and cash equivalents of $3,717. Our working capital is presently minimal and there can be no assurance that our financial condition will improve. To date, we have not generated cash flow from operations. Consequently, we have been dependent upon our former President and CEO to fund our cash  requirements.  Specifically,  we have borrowed a total of $105,902 from him.

As of December 31, 2010, we had a working capital deficit of $37,614. The Company will seek funds from possible investors, lenders, strategic and joint  venture partners and financing  to cover any short term operating deficits and provide for long term working capital. No assurances can be given that the Company will  successfully  engage  strategic or joint venture partners or otherwise obtain sufficient financing through the sale of equity.

No trends have been identified which would materially  increase or decrease our results of operations or liquidity.

Comparison of Operating Results for the Nine Months Ended December 31, 2010 to the Nine Months Ended December 31, 2009

Revenues
 
The Company did not  generate  any revenues from operations for the nine months ended December 31, 2010 or 2009. Accordingly,  comparisons with prior periods are not meaningful.  The Company is subject to risks  inherent in the  establishment  of a new business  enterprise, including limited capital  resources and cost  increases  in services.

Operating Expenses

Operating  expenses increased $2,341 from $28,172 for the nine months ended December 31, 2009 to $30,513 for the nine months ended December 31, 2010. The increase in our net operating expenses is due to increased  general and administrative expenses incurred.

Net Loss

Net loss increased $2,341 from net loss of $28,172 for the nine months ended December 31, 2009 to a net loss of $30,513 for the nine months ended December 31, 2010. The increase in net operating loss is due to increased general and administrative expenses incurred.

At December 30, 2010, our accumulated deficit was $166,861.
 
Assets and Liabilities

Our total assets were $4,258 at December 31, 2010.  Our assets consist principally of cash of $3,717.

Total current liabilities are $41,331 at December 31, 2010.  Our notes payable are $106,813.
 
 
 
2

 
 
Financial Condition, Liquidity and Capital Resources

At December 31, 2010, we had cash and cash equivalents of $3,717. Our working capital is presently minimal and there can be no assurance that our financial condition will improve. To date, we have not generated cash flow from operations. Consequently, we have been dependent upon our former President and CEO to fund our cash  requirements.  Specifically,  we have borrowed a total of $105,902 from him.
 
As of December 31, 2010, we had a working capital deficit of $37,614. The Company will seek funds from possible investors, lenders, strategic and joint venture partners and financing to cover any short term operating deficits and provide for long term working capital. No assurances can be given that the Company will successfully engage strategic or joint venture partners or otherwise obtain sufficient financing through the sale of equity.
 
No trends have been identified which would materially increase or decrease our results of operations or liquidity.

Plan of Operation

The Company's plan of operation through March 31, 2012 is to focus on finding a suitable merger candidate or a viable business plan. The Company is seeking to raise capital to implement the Company's business strategy. In the event additional capital is not raised, the Company may seek a merger, acquisition or outright sale.

Critical Accounting Policies

Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

Loss per share: Basic loss per share excludes dilution and is computed by dividing the loss attributable to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the Company. Diluted loss per share is computed by dividing the loss available to common shareholders by the weighted average number of common shares outstanding for the period and dilutive potential common shares outstanding unless consideration of such dilutive potential common shares would result in anti-dilution. Common stock equivalents were not considered in the calculation of diluted loss per share as their effect would have been anti-dilutive for the periods ended December 31, 2010 and 2009.

Going Concern.

The Company has suffered recurring losses from operations and is in serious need of additional financing. These factors among others indicate that the Company may be unable to continue as a going concern, particularly in the event that it cannot obtain additional financing or, in the alternative, affect a merger or acquisition. The Company's continuation as a going concern depends upon its ability to generate sufficient cash flow to conduct its operations and its ability to obtain additional sources of capital and financing. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.
 
 
 
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Item 3 - Quantitative and Qualitative Disclosures About Market Risk
 
The Company is not subject to any specific market risk other than that encountered by any other public company related to being publicly traded.
 
Item 4T - Controls and Procedures
 
Our management, which includes our Chief Executive Officer who also serves as our principal financial officer, have conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-14(c) promulgated under the Securities and Exchange Act of 1934, as amended) as of a date (the "Evaluation Date") as of the end of the period covered by this report. Based upon that evaluation, our management has concluded that our disclosure controls and procedures are not effective for timely gathering, analyzing and disclosing the information we are required to disclose in our reports filed under the Securities Exchange Act of 1934, as amended, because of our failure to receive the proper and correct audit opinions from our independent auditors for the year ended March 31, 2010, We have made the necessary adjustments to our financial statement disclosure procedures and controls in this quarter. We are always in the process of improving our internal controls in an effort to remediate any deficiencies. There have been no significant changes made other than discussed above in our internal controls or in other factors that could significantly affect our internal controls subsequent to the end of the period covered by this report based on such evaluation.
 
 
 
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PART II OTHER INFORMATION

Item 1   Legal Proceedings

None.

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
 
None.

Item 3   Defaults Upon Senior Securities

None

Item 4   Submission of Matters to a Vote of Security Holders

None

Item 5   Other Information

None

Item 6   Exhibits

(a) The following  sets forth those  exhibits filed pursuant to Item 601 of Regulation S-K:
 
Exhibit number    Descriptions
     
31.1   * Certification of the Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
     
31.2   * Certification of the Acting Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
     
32.1   * Certification Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
     
32.2   * Certification Acting Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
_____
*    Filed herewith.

(b) The following  sets forth the  Company's  reports on Form 8-K that have been filed during the quarter for which this report is filed:

11/02/10 - reporting the resignation of our COO

11/08/10 - reporting the appoint of a new CEO and the resignation of the old CEO


 
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SIGNATURE
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 

 
  Webtradex International Corp.
      
Date: February 15, 2011
By:
/s/ Dr. Sean D. Williams
    Dr. Sean D. Williams
    CEO
     
 
 
 
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