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EX-32.1 - CERTIFICATION PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 - ZD VENTURES Corpcert3212q12.htm
EX-31.1 - CERTIFICATION PURSUANT TO 18 U.S.C. SS. 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - ZD VENTURES Corpcert3112q12.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
Form 10-Q
 
(Mark one)
þ Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period September 30, 2011
 
 Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ______________ to _____________

Commission file number 333-127389

 
WEBTRADEX INTERNATIONAL CORPORATION
[Missing Graphic Reference]
(Exact name of registrant as specified in its charter)

 
Nevada
 
 Applied for
(State or other jurisdiction of incorporation)
 
(IRS Employer Identification No.)
 
 
47 Avenue Road, Suite 200
Toronto, ON Canada M5R 2G3
[Missing Graphic Reference]
(Address of principal executive offices)(Zip Code)


Registrant's telephone number, including area code: (416) 929-1806
 

 
 

 
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 þ   No 

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

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

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 October 24, 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 harbour 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
 
Signature



 
 

 


 
PART I
FINANCIAL INFORMATION

Item 1 – Financial Statements


INDEX TO FINANCIAL STATEMENTS

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

 

 
 

 


 
Webtradex International Corporation
(an exploration stage enterprise)
Balance Sheet


 
   
30-Sep-11
31-Mar-11
 
ASSETS
CURRENT ASSETS
     
    Cash
$
718
416
 
Total Assets
 
718
416
 
         
         
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
       
    Accounts payable and accrued liabilities
$
1,000
13,042
 
    Note payable
 
107,721
107,721
 
    Advances from stockholder
 
31,882
19,604
 
          Total current liabilities
 
140,603
140,367
 
         
LONG-TERM LIABILITIES
       
    Notes payable
 
10,000
10,000
 
          Total long-term liabilities
 
10,000
10,000
 
Total Liabilities
 
150,603
150,367
 
STOCKHOLDERS’ EQUITY (note 5)
       
  Common stock, $0.001 par value, authorized 200,000,000 shares;
       
        15,510,000 issued and outstanding
 
15,510
15,510
 
  Additional paid-in capital
 
5,090
5,090
 
  Accumulated other comprehensive income
 
2,375
2,375
 
  Deficit accumulated during the pre-exploration stage
 
(172,860)
(172,926)
 
          Total stockholders’ equity
 
(149,885)
(149,951)
 
Total Liabilities and  Stockholders’ Equity
$
718
416
 

 

 
The accompanying notes are an integral part of the financial statements
 

 
 

 

Webtradex International Corporation
(an exploration stage enterprise)
Statement of Operations


 
 
Three months ended September 30,
 
Six months ended September 30,
   
 
2011
 
2010
 
2011
 
2010
 
Cumulative from February 23, 2005 (inception) to September 30, 2011
REVENUES
0
 
0
 
0
 
0
 
0
OPERATING EXPENSES:
                 
   General and administrative expenses
114
 
4,110
 
851
 
9,410
 
42,410
   Geological, mineral, prospecting costs
0
 
0
 
0
 
0
 
9,740
   Interest expense
(2,917)
 
0
 
(2,917)
 
857
 
748
   Professional fees
1,000
 
2,537
 
2,000
 
13,080
 
119,962
          Total expenses
(1,803)
 
6,647
 
(66)
 
23,347
 
172,860
Net income (loss)
1,803
 
(6,647)
 
66
 
(23,347)
 
(172,860)
Other comprehensive income from abandonment of conversion rights
0
 
0
 
0
 
0
 
2,375
Comprehensive income (loss)
1,803
 
(6,647)
 
66
 
(23,347)
 
170,485
                   
Income (loss) per weighted average common share
0.00
 
0.00
 
0.00
 
0.00
   
                   
Number of weighted average common shares outstanding
15,510,000
 
7,755,000
 
15,510,000
 
7,755,000
   

 

 

 
The accompanying notes are an integral part of the financial statements
 

 
 

 


 
Webtradex International Corporation
(an exploration stage enterprise)
Statement of Shareholders’ Equity (Deficit)
 
 
Number of shares
Common stock
Additional Paid-in Capital
Deficit Accumulated During Pre-exploration stage
Accumulated Other Comprehensive Income
Total Stockholders' Equity
             
BEGINNING BALANCE, February 23, 2005
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
(21,335)
0
(21,335)
BALANCE, March 31, 2007
7,752,500
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
7,755,000
7,755
12,845
(69,601)
(250)
(49,251)
Net loss
0
0
0
(32,443)
0
(32,443)
BALANCE, March 31, 2009
7,755,000
7,755
12,845
(102,044)
(250)
(81,694)
Net loss
0
0
0
(32,453)
2,625
(29,828)
BALANCE, March 31, 2010
7,755,000
7,755
12,845
(134,497)
2,375
(111,522)
2 for 1 forward split
7,755,000
7,755
(7,755)
     
Net loss
     
(38,429)
 
(38,429)
BALANCE, March 31, 2011
15,510,000
15,510
5,090
(172,926)
2,375
(149,951)
Net income
0
0
0
66
0
66
ENDING BALANCE, September 30, 2011
15,510,000
15,510
5,090
(172,860)
2,375
(149,885)

 

 
The accompanying notes are an integral part of the financial statements
 

 

 
 

 


 
Webtradex International Corporation
(an exploration stage enterprise)
Statement of Cash Flows
 

Six months ended September 30,
2011
2010
Cumulative from February 23, 2005 (inception) to September 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
     
Net income (loss)
66
(23,347)
(172,860)
Adjustments to reconcile net loss to net cash used by operating activities:
     
        Common stock issued for services
0
0
500
        Amortization of note payable discount
0
1,714
3,665
        Amortization of prepaid interest
0
0
6,549
Changes in operating assets and liabilities
     
        Increase (decrease) in accounts payable and accrued liabilities
(12,042)
0
(3,543)
        (Increase) decrease in prepaid expenses
0
1,899
0
Net cash provided (used) by operating activities
(11,976)
(19,734)
(165,689)
       
CASH FLOWS FROM FINANCING ACTIVITIES:
     
Common stock issued for cash
0
0
20,100
Proceeds from short term loans from shareholder
12,278
2,506
31,882
Proceeds from notes payable
0
0
119,425
Payments on notes payable
0
0
(5,000)
Net cash provided by financing activities
12,278
2,506
166,407
       
Net increase (decrease) in cash
302
(17,228)
718
CASH, beginning of year
416
17,741
0
CASH, end of period
718
513
718
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     
Non-Cash Financing Activities:
     
  None
     
 
 


 
The accompanying notes are an integral part of the financial statements
 

 
 

 

Webtradex International Corporation
 (an exploration stage enterprise)
Three and Six months ended September 30, 2011

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Description
Webtradex International Corporation (the “Company”), incorporated on February 23, 2005 under the laws of the state of Nevada, is a chartered development stage corporation, which conducts business from its executive office in Toronto, Ontario, Canada.

Condensed Interim Financial Statements
The accompanying interim condensed financial statements of Webtradex International Corporation for the three and six months ended September 30, 2011, have been prepared by the Company without audit.  In the opinion of management, all adjustments necessary for a fair presentation of the financial position, results of operations, and cash flows as of September 30, 2011, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s March 31, 2011 audited financial statements.  The results of operations for the periods ended March 31, 2011 are not necessarily indicative of the operating results for the full years.

The balance sheet at March 31, 2011 has been derived from the audited financial statements at that date, but does not include all of the financial information and disclosures required by Generally Accepted Accounting Principles (“GAAP’) for complete financial statements.

NOTE 2 - GOING CONCERN

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.  As of September 30, 2011, the Company has an Accumulated Deficit amount of $172,860.

 
 

 


 
Webtradex International Corporation
(an exploration stage enterprise)
Three and Six months ended September 30, 2011

NOTES TO FINANCIAL STATEMENTS

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS

The management has evaluated all recently issued accounting pronouncements through to the filing date of these financial statements and believes that these pronouncements will not have a material effect on the Company’s position and results of operations.

NOTE 4 – INCOME TAXES

The Company accounts for income taxes under FASB Codification Topic 740 which requires use of the liability method.  Topic 740 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purpose, referred to as temporary differences. Deferred tax assets and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized.

A valuation allowance has been applied against the net deferred tax assets and any provision for tax benefit, due to the uncertainty of its ultimate realization.

NOTE 5 – SUBSEQUENT EVENTS

The Company evaluated subsequent events through to the date and time the financial statements were issued on October 24, 2011.


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

We were incorporated on February 23, 2005 under the laws of the state of Nevada. We have had several changes in our officer and director since inception and up to March 9, 2010 when Mr. Kam Shah became our sole president, secretary, treasurer and chief executive officer.

The Company is a start-up, developmental stage company and has not yet generated or realized any revenues from business operations. The Company's business strategy originally focused on Chip claim exploration in Canada. In 2007 the Company decided to exit this business plan and seek a different plan that would require less start-up capital to develop. Since then, the Company has not yet been able to attract and secure any viable business activity. We must therefore raise cash from sources such as investments by others in the Company, borrowing from existing shareholders and through possible transactions with strategic or joint venture partners. In the event we raise cash, we will likely use such funds to develop a new business plan, which is as yet undetermined. We do not plan to use any capital raised for the purchase of any plant or significant equipment. The following discussion and analysis should be read in conjunction with the financial statements and accompanying notes of the Company for the three and six months ended September 30, 2011 and the audited financial statements and notes for the year ended March 31, 2011.

 
 

 
Business Plan and Strategy
 
As a direct result of the Company’s decision not to pursue its previous business plans, it has reverted to the development stage. The Company is currently seeking business opportunities including a business combination with an operating business with significant growth potential. As of yet, we have no definitive agreements or understandings with any prospective business combination candidates and there are no assurances that we will find a suitable business with which to combine.

Results of operations

The Company did not have any operating income since its inception on February 23, 2005 through September 30, 2011. For the period from inception through to the quarter ended September 30, 2011, the registrant recognized a net loss of $172,860.

Comparison of three months ended September 30, 2011 to September 30, 2010
 
The significant operating expenses for the three months ended September 30, 2011, included $114 in general and administrative expenses and $1,000 in professional fees. For the three months ended September 30, 2010, the significant expenses were $4,110 in general and administrative expenses and $2,537 in professional fees. During the three months ended September 30, 2011 the Company reversed the interest payable of $2,917. The interest related to a loan from the former CEO of the Company and was considered no longer payable.

Comparison of six months ended September 30, 2011 to September 30, 2010

The significant operating expenses for the six months ended September 30, 2011, included $851 in general and administrative expenses and $2,000 in professional fees. For the three months ended September 30, 2010, the significant expenses were $9,410 in general and administrative expenses and $13,080 in professional fees.

Financial Condition, Liquidity and Capital Resources
 
For the three and six months ended September 30, 2011 and 2010, the Company has not generated cash flow from operations. Consequently, the Company has been dependent upon its shareholders and associates to fund its cash requirements.

Our present material commitment is professional fees. In the event that we engage in any merger or other combination with an operating company, it is likely that we will have additional material commitments.

As of September 30, 2011, the Company had cash of $718, an increase of $205 from the cash balance as of September 30, 2010. Total liabilities increased from $105,902 at September 30, 2010 to $150,603 at September 30, 2011. This increase is attributable to additional borrowing to pay expenses. As of September 30, 2011, the Company had accrued liabilities, short term loans and a stockholder loans. The Company is seeking to raise capital to implement the Company's business strategy which may include a merger, acquisition or outright sale.

There is, however, no assurance that further funding can be raised through equity or borrowing, or that the company will be successful securing a suitable merger or sale.
 
Going Concern
 
The accompanying financial statements have been prepared assuming that we will continue as a going concern. We have a stockholders deficit of $172,860 and a working capital deficiency of approximately $150,000 at September 30, 2011.  Net income of $66 was reported at the six months ended September 30, 2011, compared to a net loss from operations of $23,347 reported at the six months ended September 30, 2010.

These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

 
 

 
Critical Accounting Policies
 
The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) 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 may differ from those estimates.

Item 3 - Quantitative and Qualitative Disclosures about Market Risk

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this item.

Item 4T - Controls and Procedures

Our management, with the participation of our Chief executive officer who is also our financial officer, carried out an evaluation of the effectiveness of our “disclosure controls and procedures” (as defined in the Exchange Act Rules 13a-15(e) and 15-d-15(e)) as of the end of the period covered by this report (the “Evaluation Date”). Based upon that evaluation, the chief executive and  financial officer concluded that as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our chief executive  and financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, including chief executive and financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, management’s evaluation of controls and procedures can only provide reasonable assurance that all control issues and instances of fraud, if any, within Webtradex International Corp have been detected.

 
 

 


 
PART II
OTHER INFORMATION

Item 1: Legal Proceedings
None.

Item 1A: Risk Factors
No material changes in previously disclosed risk factors presented in Form 10-K, filed on June 27, 2011.

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 and Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32.1
*Certification of the Chief Executive and Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

101
*The following financial information from our Quarterly Report on Form 10-Q for the quarter ended September 31, 2011 has been formatted in Extensible Business Reporting Language (XBRL): (i) Balance Sheet, (ii) Statement of Operations, (iii) Statement of Cash Flows, and (iv) Notes to Financial Statements
------------
*           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:

     None.


 
 

 
 

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 Corporation


By: /s/ Kam Shah         

Kam Shah
Chief Executive Officer,
President and Chairman of the Board*

Date:  November 7, 2011


*   Kam Shah has signed both on behalf of the registrant as a duly authorized officer and as the Registrant's principal accounting officer.