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 March 31, 2013

 

[ ]	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 (State or other jurisdiction of incorporation or organization)	26-1574051 (I.R.S. Employer Identification No.)

P.O. Box 929 Ra'anana Israel

45108

(Address of principal executive offices) (Zip Code)

 

(972) 57-946-1249

(Registrant’s telephone number, including area 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 (§ 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 [ ] 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 [ ] (Do not check if a smaller reporting company)	Smaller reporting company [X]

 

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

 

As of May 10, 2013, the Company had outstanding 8,475,500 shares of common stock, par value $0.0001.

 

---

 

TABLE OF CONTENTS

PART I        FINANCIAL INFORMATION
ITEM 1.		Condensed Financial Statements		2
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
ITEM 1.		Legal Proceedings		12
ITEM 1A.		Risk Factors		12
ITEM 2.		Unregistered Sales of Equity Securities and Use of Proceeds		13
ITEM 3.		Defaults Upon Senior Securities		13
ITEM 4.		Mine Safety Disclosures		13
ITEM 5.		Other Information		13
ITEM 6.		Exhibits		13
		Signatures		14

 

Part I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Condensed Balance Sheets
		March 31,				December 31,
		2013				2012
		(Unaudited)				(Audited)
ASSETS
Current Assets:
Cash		$	—			$	575
Total current assets			—				575
Total assets		$	—			$	575
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable		$	11,758			$	10,981
Officer advance			3,600				—
Notes payable, including accrued interest of $1,930 and $1,380, respectively			23,930				23,380
Total current liabilities			39,288				34,361
Stockholders' Equity (Deficit):
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			(109,298	)			(103,796	)
Total stockholders' equity (deficit)			(39,288	)			(33,786	)
Total liabilities and stockholders' equity (deficit)		$	—			$	575

 

See accompanying notes to the condensed financial statements.

 

CONEX MD, INC.
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
										December 13, 2007
		Three Months Ended								(Inception) to
		March 31,								March 31,
		2013				2012				2013
Revenue		$	—			$	—			$	—
General and Administrative expenses			4,952				14,059				105,435
Operating loss			(4,952	)			(14,059	)			(105,435	)
Interest expense			(550	)			—				(1,930	)
Foreign currency loss			—				—				(1,933	)
Loss before income taxes			(5,502	)			(14,059	)			(109,298	)
Provision for Income Taxes			—				—				—
Net loss		$	(5,502	)		$	(14,059	)		$	(109,298	)
Basic and Diluted
Loss Per Common Share			a				a
Weighted Average Number of
Common Shares Outstanding			8,475,500				8,475,500
a = less than $.01 per share

 

 

See accompanying notes to the condensed financial statements.

 

CONEX MD, INC.
(A Development Stage Company)
Statement of Stockholders' Equity (Deficit)
														Deficit
														Accumulated
										Additional				During the				Total
		Common Stock								Paid in				Development				Stockholders'
		Shares				Amount				Capital				Stage				Equity (Deficit)
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 year			—				—				—				(51,484	)			(51,484	)
Balance December 31, 2011			8,475,500				848				69,162				(62,915	)			7,095
Net loss for the year			—				—				—				(40,881	)			(40,881	)
Balance December 31, 2012			8,475,500				848				69,162				(103,796	)			(33,786	)
Net loss for the quarter			—				—				—				(5,502	)			(5,502	)
Balance March 31, 2013			8,475,500			$	848			$	69,162			$	(109,298	)		$	(39,288	)

 

See accompanying notes to the condensed financial statements.

 

CONEX MD, INC.
(A Development Stage Company)
Condensed Statements of Cashflows
(Unaudited)
										December 13, 2007
		Three Months Ended								(Inception) to
		March 31,								March 31,
		2013				2012				2013
OPERATING ACTIVITIES:
Net loss		$	(5,502	)		$	(14,059	)		$	(109,298	)
Adjustments to reconcile net loss to cash used in
in operating activities:
Note issued for professional services			—				—				12,000
Accrued interest on note payable			550				83				1,930
Decrease in prepaid expenses			—				250				—
Increase in accounts payable			777				4,565				11,758
Net cash used in operating activities			(4,175	)			(9,161	)			(83,610	)
FINANCING ACTIVITIES:
Proceds from issuance of note payable			—				10,000				10,000
Advance from officer			3,600				—				3,600
Proceeds from common stock subscriptions			—				—				70,010
Cash provided by financing activities			3,600				10,000				83,610
Net Increase (decrease) in Cash			(575	)			839				—
Cash, Beginning of Period			575				6,971				—
Cash, End of Period		$	—			$	7,810			$	—
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
Cash paid during the period for:
Interest		$	—			$	—			$	—
Income taxes		$	—			$	—			$	—

 

See accompanying notes to the condensed financial statements.

 

 

CONEX MD, INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2013

 

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, 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 March 31, 2013 and its results of operations and cash flows for the three months ended March 31, 2013 and 2012 and for the period from December 13, 2007 (inception) through March 31, 2013. 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 three months ended March 31, 2013 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 and note 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.

 

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.

 

When required, the Company records a liability for unrecognized tax positions, defined as the aggregate tax effect of differences between positions taken on tax returns and the benefits recognized in the financial statements. Tax positions are measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. No tax benefits are recognized for positions that do not meet this threshold. The Company has no uncertain tax positions that require the Company to record a liability. The Company’s tax years ended December 31, 2009, 2010, 2011 and 2012 remain subject to examination by Federal and state jurisdictions. The Company recognizes penalties and interest associated with tax matters as part of the income tax provision and includes accrued interest and penalties with the related tax liability in the balance sheet. As of March 31, 2013 and December 31, 2012, 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

 

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.

 

Note  3. Note Payable

 

On March 1, 2012, the Company issued a promissory note in the amount of $10,000, the proceeds from which were used to pay professional fees related to the Company’s publicly traded status. The promissory note accrues interest at an annual rate of 10% and the principal and unpaid interest were due on March 1, 2013 and remain unpaid as of March 31, 2013. The balance of the note, including accrued interest, was $11,080 as of March 31, 2013.

 

On July 16, 2012, the Company issued a $12,000 promissory note to a third party investor in return for his payment of DTC Advisory Fees totaling $12,000. The note accrues interest at an annual rate of 10% and matures one year from the date of issuance. The balance of the note, including accrued interest, was $12,850 as of March 31, 2013.

 

Note  4. 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 March 31, 2012, the Company has not generated taxable income 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 $109,000 and will expire 20 years from the date the loss was incurred.

 

Note  5. 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 common shares to each of its 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.

 

During the year ended December 31, 2009, the Company received proceeds of $4,300 for the sale of common stock that was issued In July 2010.

  

Note  6. Related Party Transactions

 

On December 13, 2007, the Company issued 2,500,000 common shares to each of its Directors for cash consideration of $0.0001 per share.

 

During the year ended December 31, 2010, the Company paid two members of its board of directors professional fees totaling $9,280.

 

During the three months ended March 31, 2013, an officer of the Company advanced $3,600 to the Company for the payment of professional fees. These amounts remain outstanding as of March 31, 2013, are non-interest bearing and due on demand.

 

Note  7. 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 December 13, 2007 (inception) to March 31, 2013, of $109,298. 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.

 

 

 

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 audited financial statements and related footnotes for the year ended December 31, 2012 included in our Form 10K filed with the Securities and Exchange Commission on April 1, 2013.  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.

 

 

Liquidity and Capital Resources

 

As of March 31, 2013, we had no assets, current liabilities of $39,288 (consisting of accounts payable of $11,758, officer advance of $3,600 and notes payable of $23,930) and a working capital deficit of $39,288.

 

During the period from December 13, 2007 (inception) to March 31, 2013 we used $83,610 of cash in operations and received net cash of $83,610 from financing activities comprised of $70,010 of proceeds from the sale of our equity securities less offering costs, $10,000 from the issuance of a note payable, and $3,600 advanced from an officer.

 

During the three months ended March 31, 2013 and 2012 we used cash of $4,175 and $9,161 in operations, respectively.

 

Results of Operations

 

Comparison of the Three Months Ended March 31, 2013 and 2012

 

Operating Expenses 

 

The Company’s operating expenses decreased by $9,107 from $14,059 for the three months ended March 31, 2012 to $4,952 for the three months ended March 31, 2013. The Company’s operating expenses for 2013 consisted of professional fees related to the preparation, audit and filing of the Company’s 2012 Annual Report of $4,950. The Company’s operating expenses for 2012 consisted of professional fees related to the Company’s publicly traded status of $9,020, $4,815 of professional fees related to the filing of the Company’s Form 10K for the year ended December 31, 2011, and bank service charges of $141.

 

Going Concern

 

We have incurred net losses of $109,298 from our inception on December 13, 2007 to March 31, 2013 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, 2012 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.

 

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 March 31, 2013. Based upon such evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that, as of March 31, 2013, 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 March 31, 2013, 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. Mine Safety Disclosures

 

None.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits 

 

Exhibit Description

 

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
31.1	Certification of CEO Pursuant to 18 U.S.C. ss. 1350, Section 302
31.2	Certification of CEO 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

 

 

 

 

 

 

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: May 15, 2013	By:	/s/ Dr. Ely Steinberg
		Dr. Ely Steinberg, President and Director (Principal Executive Officer)

 

 

	CONEX MD, INC.
Date: May 15, 2013	By:	/s/ Dr. Jacob Bar-Ilan
		Dr. Jacob Bar-Ilan, Secretary, Treasurer and Director (Principal Accounting Officer and Principal Financial Officer)