Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] Quarterly report pursuant Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended June 30, 2011
[ ] Transition report pursuant Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from _________ to _________.
Commission file number 333-171892
CONEX MD, INC.
(Exact name of registrant as specified in its Charter)
Nevada 26-1574051
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
P.O. Box 929 Ra'anana Israel 43108
(Address of principal executive offices) (Zip Code)
(972) 57-946-1249
(Registrant's telephone number, including area code)
33 Herzel St. Ra'anana Israel 43353
(Former Address of principal executive offices) (Zip Code)
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 [ ] No [X]
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 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 November 14, 2011, the Company had outstanding 8,475,500 shares of common
stock, par value $0.0001.
TABLE OF CONTENTS
Part I - FINANCIAL INFORMATION................................................ 3
Item 1. Condensed Financial Statements.................................. 3
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations...........................................10
Item 3. Quantitative and Qualitative Disclosures About Market Risk......12
Item 4. Controls and Procedures.........................................12
PART II - OTHER INFORMATION...................................................12
Item 1. Legal Proceedings...............................................12
Item 1A. Risk Factors....................................................12
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.....12
Item 3. Defaults Upon Senior Securities.................................12
Item 4. Removed and Reserved............................................12
Item 5. Other Information...............................................12
Item 6. Exhibits........................................................12
SIGNATURES....................................................................13
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONEX MD, INC.
(A Development Stage Company)
CONDENSED BALANCE SHEETS
September 30, December 31,
2011 2010
-------- --------
(Unaudited) (Audited)
ASSETS
Current Assets:
Cash $ 11,959 $ 58,579
-------- --------
Total current assets 11,959 58,579
-------- --------
Total assets $ 11,959 $ 58,579
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts Payable $ 369 $ --
-------- --------
Total current liabilities 369 --
-------- --------
Stockholders' Equity:
Preferred stock, 50,000,000 shares authorized, par value $0.0001,
no shares issued or outstanding -- --
Common stock, 100,000,000 shares authorized, par value $0.0001,
8,475,500 shares issued and outstanding 848 848
Additional paid in capital 69,162 69,162
Deficit accumulated during the development stage (58,420) (11,431)
-------- --------
Total stockholders' equity 11,590 58,579
-------- --------
Total liabilities and stockholders' equity $ 11,959 $ 58,579
======== ========
See accompanying notes to the condensed financial statements.
3
CONEX MD, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended December 13, 2007
September 30, September 30, (Inception) to
-------------------------- -------------------------- September 30,
2011 2010 2011 2010 2011
---------- ---------- ---------- ---------- ----------
Revenue $ -- $ -- $ -- $ -- $ --
General and Administrative expenses 12,703 -- 46,989 114 56,484
---------- ---------- ---------- ---------- ----------
Operating loss (12,703) -- (46,989) (114) (56,484)
---------- ---------- ---------- ---------- ----------
Foreign currency loss -- -- -- -- (1,936)
---------- ---------- ---------- ---------- ----------
Loss before income taxes (12,703) -- (46,989) (114) (58,420)
Provision for Income Taxes -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Net loss $ (12,703) $ -- $ (46,989) $ (114) $ (58,420)
========== ========== ========== ========== ==========
Basic and Diluted
Loss Per Common Share a a a a a
========== ========== ========== ========== ==========
Weighted Average Number of
Common Shares Outstanding 8,475,500 8,475,500 8,475,500 6,158,500 4,854,472
========== ========== ========== ========== ==========
----------
a = less than $.01 per share
See accompanying notes to the condensed financial statements.
4
CONEX MD, INC.
(A Development Stage Company)
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited)
Deficit
Accumulated
Common Stock Additional During the Total
-------------------- Paid in Development Stockholders'
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------
BALANCES - DECEMBER 13, 2007 (INCEPTION) -- $ -- $ -- $ -- $ --
Common stock issued to directors for
cash on December 13, 2007 ($0.0001) 5,000,000 500 -- -- 500
--------- --------- --------- --------- ---------
BALANCE DECEMBER 31, 2008 5,000,000 500 -- -- 500
Net income for the year -- -- -- 1,815 1,815
--------- --------- --------- --------- ---------
BALANCE DECEMBER 31, 2009 5,000,000 500 -- 1,815 2,315
Common stock issued for cash received
in 2009 ($0.02) 215,000 22 4,278 -- 4,300
Common stock issued for cash ($0.02) 3,260,500 326 64,884 -- 65,210
Net loss for the year -- -- -- (13,246) (13,246)
--------- --------- --------- --------- ---------
BALANCE DECEMBER 31, 2010 8,475,500 848 69,162 (11,431) 58,579
Net loss for the quarter -- -- -- (12,281) (12,281)
--------- --------- --------- --------- ---------
BALANCE MARCH 31, 2011 8,475,500 848 69,162 (23,712) 46,298
Net loss for the quarter -- -- -- (22,005) (22,005)
--------- --------- --------- --------- ---------
BALANCE JUNE 30, 2011 8,475,500 848 69,162 (45,717) 24,293
Net loss for the quarter -- -- -- (12,703) (12,703)
--------- --------- --------- --------- ---------
BALANCE SEPTEMBER 30, 2011 8,475,500 $ 848 $ 69,162 $ (58,420) $ 11,590
========= ========= ========= ========= =========
See accompanying notes to the condensed financial statements.
5
CONEX MD, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF CASHFLOWS
(Unaudited)
Nine Months Ended December 13, 2007
September 30, (Inception) to
------------------------ September 30,
2011 2010 2011
-------- -------- --------
OPERATING ACTIVITIES:
Net loss $(46,989) $ (114) $(58,420)
Adjustments to reconcile net loss to cash
used in in operating activities:
Increase in accounts payable 369 -- 369
-------- -------- --------
Net cash used in operating activities (46,620) (114) (58,051)
-------- -------- --------
FINANCING ACTIVITIES:
Proceeds from common stock subscriptions -- 65,209 70,010
-------- -------- --------
Cash provided by financing activities -- 65,209 70,010
-------- -------- --------
Net Increase (Decrease) in Cash (46,620) 65,095 11,959
Cash, Beginning of Period 58,579 6,615 --
-------- -------- --------
Cash, End of Period $ 11,959 $ 71,710 $ 11,959
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest $ -- $ -- $ --
======== ======== ========
Income taxes $ -- $ -- $ --
======== ======== ========
See accompanying notes to the condensed financial statements.
6
CONEX MD, INC.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2011
NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION
The Company was incorporated under the laws of the state of Nevada on December
13, 2007. The Company has limited operations and is considered a development
stage company and has not yet realized any revenues from its planned operations.
Conex MD is a provider of specialized healthcare staffing to small and medium
sized businesses. We intend to recruit healthcare professionals on assignments
of varied duration and in permanent positions with clients in the United States.
Our services will include hires in administration, information technology, sales
and at the executive level.
As a development stage enterprise, the Company discloses the deficit accumulated
during the development stage and the cumulative statements of operations and
cash flows from inception to the current balance sheet date.
In the opinion of management, the accompanying unaudited condensed financial
statements of Conex MD, Inc. (the "Company") contain all adjustments necessary
to present fairly the Company's financial position as of September 30, 2011 and
its results of operations for the three and nine months ended September 30, 2011
and 2010 and cash flows for the nine months ended September 30, 2011 and 2010.
The accompanying unaudited interim financial statements have been prepared in
accordance with instructions to Form 10-Q and therefore do not include all
information and footnotes required by accounting principles generally accepted
in the United States of America. The results of operations for the nine months
ended September 30, 2011 are not necessarily indicative of the results to be
expected for the full year.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements. The
Company bases its estimates on historical experience, management expectations
for future performance, and other assumptions as appropriate. The Company
re-evaluates its estimates on an ongoing basis; actual results may vary from
those estimates.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with maturity of three
months or less when purchased to be cash equivalents.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying value of the Company's financial instruments, consisting of
accounts payable approximate their fair value due to the short-term maturity of
such instruments. Unless otherwise noted, it is management's opinion that the
Company is not exposed to significant interest, currency or credit risks arising
from these financial statements.
7
INCOME TAXES
A deferred tax asset or liability is recorded for all temporary differences
between financial and tax reporting and net operating loss carry forwards.
Deferred tax expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.
The Company's practice is to recognize interest accrued related to unrecognized
tax benefits in interest expense and penalties in operating expenses. As of
September 30, 2011 and December 31, 2010, the Company had no accrued interest or
penalties.
LOSS PER SHARE
The basic loss per share is calculated by dividing our net loss attributable to
common shareholders by the weighted average number of common shares during the
period. The diluted loss per share is calculated by dividing our net loss
attributable to common shareholders by the diluted weighted average number of
shares outstanding during the year. The diluted weighted average number of
shares outstanding is the basic weighted number of shares adjusted as of the
first of the year for any potentially dilutive debt or equity. The Company has
not issued any potentially dilutive financial instruments.
RECENTLY ISSUED ACCOUNTING STANDARDS
In October 2009, the FASB issued guidance on "Multiple Deliverable Revenue
Arrangements," updating ASC 605 "Revenue Recognition." This standard provides
application guidance on whether multiple deliverables exist, how the
deliverables should be separated and how the consideration should be allocated
to one or more units of accounting. This update establishes a selling price
hierarchy for determining the selling price of a deliverable. The selling price
used for each deliverable will be based on vendor-specific objective evidence,
if available, third-party evidence if vendor-specific objective evidence is not
available, or estimated selling price if neither vendor-specific or third-party
evidence is available. The guidance is effective prospectively for revenue
arrangements entered into or materially modified in fiscal years beginning on or
after June 15, 2010. The Company's adoption of this guidance did not have an
impact on its financial statements and disclosures.
In April 2010, the FASB issued ASU No. 2010-17, Revenue Recognition--Milestone
Method (Topic 605): Milestone Method of Revenue Recognition. This ASU codifies
the consensus reached in EITF Issue No. 08-9, "Milestone Method of Revenue
Recognition." The amendments to the Codification provide guidance on defining a
milestone and determining when it may be appropriate to apply the milestone
method of revenue recognition for research or development transactions.
Consideration that is contingent on achievement of a milestone in its entirety
may be recognized as revenue in the period in which the milestone is achieved
only if the milestone is judged to meet certain criteria to be considered
substantive. Milestones should be considered substantive in their entirety and
may not be bifurcated. An arrangement may contain both substantive and
nonsubstantive milestones, and each milestone should be evaluated individually
to determine if it is substantive. ASU 2010-17 is effective on a prospective
basis for milestones achieved in fiscal years, and interim periods within those
years, beginning on or after June 15, 2010. Early adoption is permitted. If a
vendor elects early adoption and the period of adoption is not the beginning of
the entity's fiscal year, the entity should apply 2010-17 retrospectively from
the beginning of the year of adoption. The Company's adoption of this guidance
did not have an impact on its financial statements.
Management does not believe that any other recently issued, but not yet
effective, accounting standards if currently adopted would have a material
effect on the accompanying consolidated financial statements.
8
NOTE 3. INCOME TAXES
The Company uses the liability method, where deferred tax assets and liabilities
are determined based on the expected future tax consequences of temporary
differences between the carrying amounts of assets and liabilities for financial
and income tax reporting purposes. Since its inception through September 30,
2011, the Company has incurred net losses and, therefore, has no tax liability.
The net deferred tax asset generated by the loss carry-forward has been fully
reserved. The cumulative net operating loss carry-forward is approximately
$58,420 and will expire 20 years from the date the loss was incurred.
The Company did not identify any material uncertain tax positions on returns
that have been filed or that will be filed.
The Company has filed income tax returns in the United States. All of the
Company's tax years remain open and subject to examination.
NOTE 4. STOCKHOLDER'S EQUITY
AUTHORIZED
The Company is authorized to issue 100,000,000 shares of $0.0001 par value
common stock and 50,000,000 shares of preferred stock, par value $0.0001. All
common stock shares have equal voting rights, are non-assessable and have one
vote per share. Voting rights are not cumulative and, therefore, the holders of
more than 50% of the common stock could, if they choose to do so, elect all of
the directors of the Company.
ISSUED AND OUTSTANDING
On December 13, 2007, the Company issued 2,500,000 shares of common stock to
each of its two Directors for cash consideration of $0.0001 per share.
Since inception (December 13, 2007) to October 31, 2010, the Company accepted
subscriptions for 3,475,500 shares of common stock from 36 investors pursuant to
a series of private placement transactions which closed on July 1, 2010. The
private placements were not subject to any minimum investment, and were priced
at $0.02 per share, for aggregate gross proceeds of approximately $69,510.
NOTE 5. RELATED PARTY TRANSACTIONS
The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.
During the three months ended September 30, 2011, the Company paid its two
directors professional fees of $7,024. Since inception (December 13, 2007) to
September 30, 2011, the Company has paid its two directors professional fees
totaling $16,305.
NOTE 6. GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has net losses for the
period from inception (December 13, 2007) to September 30, 2011, of $58,420.
This condition raises substantial doubt about the Company's ability to continue
as a going concern. The Company's continuation as a going concern is dependent
on its ability to meet its obligations, to obtain additional financing as may be
required and ultimately to attain profitability. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Management is planning to raise additional funds through debt or equity
offerings. There is no guarantee that the Company will be successful in these
efforts.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THIS DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH THE ACCOMPANYING
CONDENSED FINANCIAL STATEMENTS AND RELATED NOTES. OUR DISCUSSION AND ANALYSIS OF
OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS ARE BASED UPON OUR CONDENSED
FINANCIAL STATEMENTS, WHICH HAVE BEEN PREPARED IN ACCORDANCE WITH ACCOUNTING
PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES. THE PREPARATION OF FINANCIAL
STATEMENTS IN CONFORMITY WITH ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE
UNITED STATES OF AMERICA REQUIRES US TO MAKE ESTIMATES AND ASSUMPTIONS THAT
AFFECT THE REPORTED AMOUNTS OF ASSETS AND LIABILITIES, DISCLOSURE OF ANY
CONTINGENT LIABILITIES AT THE FINANCIAL STATEMENT DATE AND REPORTED AMOUNTS OF
REVENUE AND EXPENSES DURING THE REPORTING PERIOD. ON AN ON-GOING BASIS WE REVIEW
OUR ESTIMATES AND ASSUMPTIONS. OUR ESTIMATES ARE BASED ON OUR HISTORICAL
EXPERIENCE AND OTHER ASSUMPTIONS THAT WE BELIEVE TO BE REASONABLE UNDER THE
CIRCUMSTANCES. ACTUAL RESULTS ARE LIKELY TO DIFFER FROM THOSE ESTIMATES UNDER
DIFFERENT ASSUMPTIONS OR CONDITIONS. OUR CRITICAL ACCOUNTING POLICIES, THE
POLICIES WE BELIEVE ARE MOST IMPORTANT TO THE PRESENTATION OF OUR FINANCIAL
STATEMENTS AND REQUIRE THE MOST DIFFICULT, SUBJECTIVE AND COMPLEX JUDGMENTS, ARE
OUTLINED IN NOTE 2. TO THE CONDENSED FINANCIAL STATEMENTS ABOVE, AND HAVE NOT
CHANGED SIGNIFICANTLY.
FORWARD-LOOKING STATEMENTS
Certain statements made in this report may constitute "forward-looking
statements ON OUR CURRENT EXPECTATIONS AND PROJECTIONS ABOUT FUTURE EVENTS".
These forward-looking statements involve known or unknown risks, uncertainties
and other factors that may cause the actual results, performance, or
achievements of the Company to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking
statements. IN SOME CASES YOU CAN IDENTIFY FORWARD-LOOKING STATEMENTS BY
TERMINOLOGY SUCH AS "MAY," "SHOULD," "POTENTIAL," "CONTINUE," "EXPECTS,"
"ANTICIPATES," "INTENDS," "PLANS," "BELIEVES," "ESTIMATES," AND SIMILAR
EXPRESSIONS. THESE STATEMENTS ARE BASED ON OUR CURRENT BELIEFS, EXPECTATIONS,
AND ASSUMPTIONS AND ARE SUBJECT TO A NUMBER OF RISKS AND UNCERTAINTIES. Although
we believe that the expectations reflected-in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. THESE FORWARD-LOOKING STATEMENTS ARE MADE AS OF THE DATE OF
THIS REPORT, AND WE ASSUME NO OBLIGATION TO UPDATE THESE FORWARD-LOOKING
STATEMENTS WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS, OR OTHERWISE,
OTHER THAN AS REQUIRED BY LAW. IN LIGHT OF THESE ASSUMPTIONS, RISKS, AND
UNCERTAINTIES, THE FORWARD-LOOKING EVENTS DISCUSSED IN THIS REPORT MIGHT NOT
OCCUR AND ACTUAL RESULTS AND EVENTS MAY VARY SIGNIFICANTLY FROM THOSE DISCUSSED
IN THE FORWARD-LOOKING STATEMENTS.
GENERAL
The following discussion and analysis should be read in conjunction with our
financial statements and related footnotes for the year ended December 31, 2010
included in our Form S-1/A filed with the Securities and Exchange Commission on
April 19, 2011. The discussion of results, causes and trends should not be
construed to imply any conclusion that such results or trends will necessarily
continue in the future.
OVERVIEW
Conex MD, Inc. was incorporated on December 13, 2007, under the laws of the
State of Nevada. We are a development stage company formed for the purpose of
providing specialized healthcare staffing to small and medium sized businesses.
We recruit healthcare professionals on assignments of varied duration and in
permanent positions with clients in the United States. Our website is available
at http://conexmd.com. Our common stock is quoted on the OTC Bulletin Board
under the symbol "CXMD.OB".
10
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2011 we had $11,959 in current assets (consisting of solely
cash), current liabilities of $369 (consisting entirely of accounts payable) and
a working capital surplus of $11,590.
During the period from December 13, 2007 (inception) to September 30, 2011 we
used $58,051 of cash in operations and received net cash of $70,010 from
financing activities comprised entirely of sales of our equity securities less
offering costs.
During the nine months ended September 30, 2011 and 2010 we used cash of $46,620
and $114 in operations, respectively.
RESULTS OF OPERATIONS
COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010
OPERATING EXPENSES
The Company's operating expenses increased by $12,703 from $0 for the three
months ended September 30, 2010 to $12,703 for the three months ended September
30, 2011. The Company's operating expenses for the three months ended September
30, 2011 consisted of professional fees related to the filing of reports with
the SEC of $5,193, $7,024 of consulting fees paid to our two directors, and $486
of general and administrative expenses.
COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 2011 AND 2010
OPERATING EXPENSES
The Company's operating expenses increased by $46,875 from $114 for the nine
months ended September 30, 2010 to $46,989 for the nine months ended September
30, 2011. The Company's operating expenses for the nine months ended September
30, 2011 consisted of professional fees related to the filing of a Form S-1 with
the SEC of $14,475, cost related to the filing of periodic reports with the SEC
of $7,067, $10,000 of consulting services related to various matters concerning
the Company's publicly company status, website development and programming costs
of $6,317,consulting fees paid to our two directors of $7,025, and $2,105 of
other general and administrative fees.
GOING CONCERN
We have incurred net losses of $58,420 from our inception on December 13, 2007
to September 30, 2011 and have completed only the preliminary stages of our
business plan. We anticipate incurring additional losses before realizing any
revenues and will depend on additional financing in order to meet our continuing
obligations and ultimately, to attain profitability. Our ability to obtain
additional financing, whether through the issuance of additional equity or
through the assumption of debt, is uncertain. Accordingly, our independent
auditors' report on our financial statements for the year ended December 31,
2010 include an explanatory paragraph regarding concerns about our ability to
continue as a going concern, including additional information contained in the
notes to our financial statements describing the circumstances leading to this
disclosure. The financial statements do not include any adjustments that might
result from the uncertainty about our ability to continue our business.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
We do not expect the adoption of any recently issued accounting pronouncements
to have a significant impact on our net results of operations, financial
position, or cash flows.
11
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
N/A
ITEM 4 - CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The Company's Principal Executive Officer and Principal Financial Officer have
evaluated the effectiveness of the Company's disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of
September 30, 2011. Based upon such evaluation, the Principal Executive Officer
and Principal Financial Officer have concluded that, as of September 30, 2011,
the Company's disclosure controls and procedures were effective.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
No change in the Company's internal control over financial reporting occurred
during the quarter ended September 30, 2011, that materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company knows of no material, existing or pending legal proceedings against
it. There are no proceedings in which any of the Company's directors, officers
or affiliates, or any registered or beneficial stockholder, is an adverse party
or has a material interest adverse to the Company.
ITEM 1A. RISK FACTORS
This item is not applicable to smaller reporting companies.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. RESERVED
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
EXHIBIT DESCRIPTION
Exhibit
Number Description
------ -----------
31.1 Certification of CEO Pursuant to 18 U.S.C. ss. 1350, Section 302
31.2 Certification of CFO Pursuant to 18 U.S.C. ss. 1350, Section 302
32.1 Certification Pursuant to 18 U.S.C. ss.1350, Section 906
32.2 Certification Pursuant to 18 U.S.C. ss. 1350, Section 906
101 Interactive Data Files pursuant to Rule 405 of Regulation S-T.
12
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.
CONEX MD, INC.
Date: November 14, 2011 By: /s/ Dr. Ely Steinberg
------------------------------------
Dr. Ely Steinberg,
President and Director
(Principal Executive Officer)
CONEX MD, INC.
Date: November 14, 2011 By: /s/ Dr. Jacob Bar-Ilan
------------------------------------
Dr. Jacob Bar-Ilan,
Secretary, Treasurer and Director
(Principal Accounting Officer and
Principal Financial Officer)
1