Attached files
| file | filename |
|---|---|
| EX-31.1 - CERTIFICATION - Plyzer Technologies Inc. | f10k2010ex31i_webtradex.htm |
| EX-31.2 - CERTIFICATION - Plyzer Technologies Inc. | f10k2010ex31ii_webtradex.htm |
| EX-32.2 - CERTIFICATION - Plyzer Technologies Inc. | f10k2010ex32ii_webtradex.htm |
| EX-32.1 - CERTIFICATION - Plyzer Technologies Inc. | f10k2010ex32i_webtradex.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
Amendment No. 1
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2010
o TRANSITION REPORT PURSUANT TO 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 CORP.
(Name of small business issuer in its charter)
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Nevada
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Applied for
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(State or other jurisdiction ofincorporation or organization)
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(I.R.S. EmployerIdentification No.)
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2101 Vista Parkway, Suite 292
West Palm Beach, Florida
(Address of principal executive offices)
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33411
(Zip Code)
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Issuer’s telephone number:(561) 228-6148
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, Par Value $0.001 Per Share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes o No x
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 of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large 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.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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smaller reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes x No o
Of the 7,755,000 shares of voting stock of the registrant issued and outstanding as of March 31, 2010, 5,250,000 shares were held by non-affiliates. The aggregate market value of the voting stock held by non-affiliates of the registrant computed by reference to the closing bid price of its Common Stock as reported on the OTC Bulletin Board on May 18, 2010: $5,722,500.
Transitional Small Business Disclosure Format (check one):
Yes o No x
DOCUMENTS INCORPORATED BY REFERENCE
None
PART I.
The following discussion should be read in conjunction with the Company’s audited financial statements and notes thereto and Item 6 included herein. In connection with, and because the Company desires to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, the Company cautions readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on its behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on the Company’s behalf. Without limiting the generality of the foregoing, words such as "may", "anticipate", "intend", "could", "estimate", or "continue" or the negative or other comparable terminology are intended to identify forward-looking statements. The Company disclaims any obligation to update forward-looking statements.
Item 1. Description of Business
Business of the Company
We were incorporated on February 23, 2005 under the laws of the state of Nevada. On that date, Steven Cozine was appointed as our sole director. Mr. Cozine was also appointed as our president, secretary, treasurer and chief executive officer. Mr. Cozine resigned March 31, 2007. We have had two other officers and directors since and up to March 9, 2010 when Mr Kam Shah became our sole officer and director.
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 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. The Company's auditors have issued a going concern opinion in our audited financial statements for the fiscal year ended March 31, 2010. 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 anticipated until it begins the exploration plans on the Chip claims. 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. 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 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".
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Our principal place of business is 2101 Vista Parkway, Suite 292, West Palm Beach, Florida 33411, and our telephone number at that address is (561) 228-6148.
Employees
As of March 31, 2010, the Company employed no full time and no part time employees. We anticipate hiring employees over the next twelve months if we are successful in implementing a new plan of operations.
Subsidiaries
We do not have any subsidiaries.
Patents and Trademarks
We do not own, either legally or beneficially, any patents or trademarks.
Available Information
Information regarding the Company's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to these reports, are available to the public from the SEC's website at http://www.sec.gov as soon as reasonably practicable after the Company electronically files such reports with the Securities and Exchange Commission. Any document that the Company files with the SEC may also be read and copied at the SEC's public reference room located at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.
You should consider each of the following risk factors and any other information set forth in this Form 10-K and the other Company’s reports filed with the Securities and Exchange Commission (“SEC”), including the Company’s financial statements and related notes, in evaluating the Company’s business and prospects. The risks and uncertainties described below are not the only ones that impact on the Company’s operations and business. Additional risks and uncertainties not presently known to the Company, or that the Company currently considers immaterial, may also impair its business or operations. If any of the following risks actually occur, the Company’s business and financial condition, results or prospects could be harmed.
Risks Associated With the Company’s Prospective Business And Operations
The Company lacks meaningful operating history and will require substantial capital if it is to be successful. We will require additional funds for our operations.
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At March 31, 2010, we had a working capital deficiency of approximately $33,576. We will require significant cash during fiscal 2011, in order to implement any acquisitions. No assurances can be given that the Company will be able to obtain the necessary funding during this time to make any acquisitions. The inability to raise additional funds will have a material adverse affect on the Company’s business, plan of operation and prospects. Acquisitions may be made with cash or our securities or a combination of cash and securities. To the extent that we require cash, we may have to borrow the funds or sell equity securities. The issuance of equity, if available, would result in dilution to our stockholders. We have no commitments from any financing source and we may not be able to raise any cash necessary to complete an acquisition. If we fail to make any acquisitions, our future growth may be limited. If we make any acquisitions, they may disrupt or have a negative impact on our business.
The terms on which we may raise additional capital may result in significant dilution and may impair our stock price. Because of our cash position, our stock price and our immediate cash requirements, it is difficult for us to raise capital for any acquisition. We cannot assure you that we will be able to get financing on any terms, and, if we are able to raise funds, it may be necessary for us to sell our securities at a price that is at a significant discount from the market price and on other terms which may be disadvantageous to us. In connection with any such financing, we may be required to provide registration rights to the investors and pay damages to the investor in the event that the registration statement is not filed or declared effective by specified dates. The price and terms of any financing which would be available to us could result in both the issuance of a significant number of shares and significant downward pressure on our stock price.
The Company’s officers and directors may have conflicts of interest and do not devote full time to the Company’s operations.
The Company’s officers and directors may have conflicts of interest in that they are and may become affiliated with other companies. In addition, the Company’s officers do not devote full time to the Company’s operations. Until such time that the Company can afford executive compensation commensurate with that being paid in the marketplace, its officers will not devote their full time and attention to the operations of the Company. No assurances can be given as to when the Company will be financially able to engage its officers on a full time basis.
We have not voluntarily implemented various corporate governance measures in the absence of which, shareholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.
Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or The Nasdaq Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges and Nasdaq are those that address board of directors' independence, audit committee oversight, and the adoption of a code of ethics. While our board of directors has adopted a Code of Ethics and Business Conduct, we have not yet adopted any of these corporate governance measures and, since our securities are not yet listed on a national securities exchange or Nasdaq, we are not
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required to do so. It is possible that if we were to adopt some or all of these corporate governance measures, shareholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.
Provisions of our Articles of Incorporation and Bylaws may delay or prevent take-over which may not be in the best interest of our stockholders.
Provisions of our articles of incorporation and bylaws may be deemed to have anti-takeover effects, which include when and by whom special meetings of our stockholders may be called, and may delay, defer or prevent a takeover attempt. In addition, certain provisions of the Nevada Statutes also may be deemed to have certain anti-takeover effects which include that control of shares acquired in excess of certain specified thresholds will not possess any voting rights unless these voting rights are approved by a majority of a corporation's disinterested stockholders
We may be exposed to potential risks relating to our internal controls over financial reporting and our ability to have those controls attested to by our independent auditors.
As directed by Section 404 of the Sarbanes-Oxley Act of 2002 ("SOX 404"), the Securities and Exchange Commission adopted rules requiring public companies to include a report of management on the company's internal controls over financial reporting in their annual reports, including Form 10-K. In addition, the independent registered public accounting firm auditing a company's financial statements must also attest to and report on management's assessment of the effectiveness of the company's internal controls over financial reporting as well as the operating effectiveness of the company's internal controls. We are evaluating our internal control systems quarterly in order to allow our management to report on, and our independent auditors attest to, our internal controls, as a required part of our Annual Report on Form 10-K beginning with our report for the fiscal year ended March 31, 2010.
While we expect to expend significant resources in developing the necessary documentation and testing procedures required by SOX 404, there is a risk that we will not comply with all of the requirements imposed thereby. At present, there is no precedent available with which to measure compliance adequacy. Accordingly, there can be no positive assurance that we will receive a positive attestation from our independent auditors. In the event we identify significant deficiencies or material weaknesses in our internal controls that we cannot remediate in a timely manner or we are unable to receive a positive attestation from our independent auditors with respect to our internal controls, investors and others may lose confidence in the reliability of our financial statements and our ability to obtain equity or debt financing could suffer.
Risks Related to the Company’s Common Stock
The Company does not expect to pay dividends in the foreseeable future.
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The Company has never paid cash dividends on its common stock and has no plans to do so in the foreseeable future. The Company intends to retain earnings, if any, to develop and expand its business.
“Penny stock” rules may make buying or selling the common stock difficult and severely limit their market and liquidity.
Trading in the Company’s common stock is subject to certain regulations adopted by the SEC commonly known as the “Penny Stock Rules”. The Company’s common stock qualifies as penny stock and is covered by Section 15(g) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”), which imposes additional sales practice requirements on broker/dealers who sell the Company’s common stock in the market. The “Penny Stock” rules govern how broker/dealers can deal with their clients and “penny stock”. For sales of the Company’s common stock, the broker/dealer must make a special suitability determination and receive from clients a written agreement prior to making a sale. The additional burdens imposed upon broker/dealers by the “penny stock” rules may discourage broker/dealers from effecting transactions in the Company’s common stock, which could severely limit its market price and liquidity. This could prevent investors from reselling Echo common stock and may cause the price of the common stock to decline.
Although publicly traded, the Company’s common stock has substantially less liquidity than the average trading market for a stock quoted on other national exchanges, and our price may fluctuate dramatically in the future.
Although the Company’s common stock is listed for trading on the Over-the-Counter Electronic Bulletin Board, the trading market in the common stock has substantially less liquidity than the average trading market for companies quoted on other national stock exchanges. A public trading market having the desired characteristics of depth, liquidity and orderliness depends on the presence in the marketplace of willing buyers and sellers of our common stock at any given time. This presence depends on the individual decisions of investors and general economic and market conditions over which we have no control. Due to limited trading volume, the market price of the Company’s common stock may fluctuate significantly in the future, and these fluctuations may be unrelated to the Company’s performance. General market price declines or overall market volatility in the future could adversely affect the price of the Company’s common stock, and the current market price may not be indicative of future market prices.
Item 2. Description of Property
The Company’s current executive offices are at 2101 Vista Parkway, Suite 292, West Palm Beach, Florida 33411. The property consists of approximately 100 square feet of finished office space. We pay no rent or other fees for the use of the mailing address as these offices are used virtually full-time by other businesses of our shareholder. We believe that the foregoing space is adequate to meet our current needs and anticipate moving our offices during the next twelve (12) months if we are able to execute a new business plan.
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of our shareholders, through the solicitation of proxies or otherwise during the fourth quarter of our fiscal year ended March 31, 2010, covered by this report.
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PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
(a) Market Information. There is no established trading market in our Common Stock. The Company's common stock is traded only on the OTC Bulletin Board (OTC: ZDVN).
(b) Holders. As of March 31, 2010, there were approximately thirty-five (35) holders of record of our common stock, which excludes those shareholders holding stock in street name.
(c) Dividend Policy. We have not declared or paid cash dividends or made distributions in the past, and we do not anticipate that we will pay cash dividends or make distributions in the foreseeable future. We currently intend to retain and reinvest future earnings, if any, to finance our operations.
(d) Equity Compensation Plans. We have not authorized any compensation plans (including individual compensation arrangements) under which our equity securities have been authorized for issuance as of the end of the most recently completed fiscal year ended March 31, 2010. We have not authorized any such plan for the fiscal year ended March 31, 2010.
Recent Sales of Unregistered Securities.
We did not sell any securities during the period covered by this report that were not registered under the Securities Act of 1933, as amended.
Item 7. Management's Discussion and Analysis
Discussion and Analysis
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."
This report on Form 10-K contains forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those discussed in the forward-looking statements and from historical results of operations. Among the risks and uncertainties which could cause such a difference are those relating to our dependence upon certain key personnel, our ability to manage our growth, our success in implementing the business strategy, our success in arranging financing where required, and the risk of economic and market factors affecting us or our customers. Many of such risk factors are beyond the control of the Company and its management.
FOR THE YEAR ENDED MARCH 31, 2010 AND 2009
Results of operations
For the twelve months ended March 31, 2010 and 2009, we had no significant operations.
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Net Operating Revenues
There was no operating revenue for the twelve months ended March 31, 2010, and 2009 respectively.
Operating Expenses and Charges
The significant operating expenses for the twelve months ended March 31, 2010, included $7,327 in general and administrative expenses and $24,487 in professional fees. For the twelve months ended March 31, 2009, the significant expenses were $5,105 in general and administrative expenses and $26,163 in professional fees.
Financial Condition, Liquidity and Capital Resources
For the twelve months ended March 31, 2010 and 2009, the Company has not generated cash flow from operations. Consequently, the Company has been dependent upon third party loans to fund its cash requirements.
As of March 31, 2010, the Company had cash of $17,741. The Company's total assets increased from $3,305 as of March 31, 2009 to $21,491. At March 31, 2010, total liabilities increased from $82,374 to $133,013. This increase is attributable to borrowing to pay expenses. As of March 31, 2010, the Company had no outstanding debt other than ordinary trade payables, accrued liabilities, short term loans and a stockholder loans. 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.
Business Plan and Strategy
As a direct result of the failure of the Company’s mining business plan it has reverted to the development stage. The Company is currently evaluating certain opportunities.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. We have a stockholders deficit of $114,147 and a working capital deficiency of $7,334 at March 31, 2010, and net losses from operations of $34,304 and $32,443, respectively, for the years ended March 31, 2010 and 2009. These conditions raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
Critical Accounting Policies
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.
Start-Up Costs. Costs of start-up activities, including organization costs, are expensed as incurred, in accordance with Statement of Position (SOP) 98-5.
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Net loss per share. Basic loss per weighted average common share excludes dilution and is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The Company applies Statement of Financial Accounting Standards No. 128, "Earnings Per Share" (FAS 123).
Fair value of financial instruments. The carrying values of cash and accrued liabilities approximate their fair values due to the short maturity of these instruments.
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.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements. We do not anticipate entering into any off-balance sheet arrangements during the next 12 months.
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Item 8. Financial Statements and Supplementary Data
Our financial statements have been examined to the extent indicated in their reports by Pollard-Kelley Auditing Services, Inc. for the year ended March 31, 2009, and Hamilton, PC for the year ended March 31, 2010, and have been prepared in accordance with generally accepted accounting principles and pursuant to Regulation S-X as promulgated by the Securities and Exchange Commission and are included herein, on Page F-1 hereof in response to Part F/S of this Form 10-K.
INDEX TO FINANCIAL STATEMENTS
| Report of Independent Registered Public Accounting Firms | F-2 |
| Balance Sheet | F-4 |
| Statements of Operations | F-5 |
| Statements of Stockholders’ Equity | F-6 |
| Statements of Cash Flows | F-7 |
| Notes to Financial Statement | F-8 |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Webtradex International Corp.
f/k/a Zandaria Ventures, Inc.
West Palm Beach, Florida
We have audited the accompanying balance sheet of Webtradex International Corp., (f/k/a Zandaria Ventures, Inc.), as of March 31, 2009, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the year then ended and for the period from February 23, 2005 through March 31, 2009 (since inception). These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Webtradex International Corp. as of March 31, 2009, and the results of its operations and its cash flows for the year in the period then ended and for the period from February 23, 2005 through March 31, 2009 (since inception) in conformity with U.S. generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that Webtradex International Corp. will continue as a going concern. As discussed in Note 2 to the financial statements, Webtradex International Corp. suffered recurring losses from operations which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Pollard-Kelley Auditing Services, Inc.
Independence, OH
June 22, 2009
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Webtradex International Corp.
f/k/a Zandaria Ventures, Inc.
West Palm Beach, Florida
We have audited the accompanying balance sheet of Webtradex International Corp., (f/k/a Zandaria Ventures, Inc.), as of March 31, 2010, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the year then ended and for the period from February 23, 2005 through March 31, 2010 (since inception). These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. The financial statements of Webtradex International Corp. as of March 31, 2009, were audited by other auditors whose report dated June 22, 2009, expressed an unqualified opinion with a going concern.
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Webtradex International Corp. as of March 31, 2010, and the results of its operations and its cash flows for the year in the period then ended and for the period from February 23, 2005 through March 31, 2010 (since inception), in conformity with U.S. generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that Webtradex International Corp. will continue as a going concern. As discussed in Note 2 to the financial statements, Webtradex International Corp. suffered recurring losses from operations which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Hamilton, PC
Denver, CO
July 13, 2010
F-3
Webtradex International Corp.
f/k/a Zandaria Ventures, Inc.
(an exploration stage enterprise)
Balance Sheet
March 31,
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2010
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2009
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ASSETS
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CURRENT ASSETS
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Cash
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$ | 17,741 | $ | 3,305 | ||||
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Prepaid expenses
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3,750 | 0 | ||||||
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Total current assets
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21,491 | 3,305 | ||||||
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OTHER ASSETS
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Other assets
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0 | 0 | ||||||
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Total other assets
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0 | 0 | ||||||
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Total Assets
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$ | 21,491 | $ | 3,305 | ||||
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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||||||||
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CURRENT LIABILITIES
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Accounts payable and accrued liabilities
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$ | 15,292 | $ | 15,517 | ||||
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Note payable
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13,533 | 36,857 | ||||||
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Total current liabilities
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28,825 | 52,374 | ||||||
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LONG-TERM LIABILITIES
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Long-term note payable
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104,188 | 30,000 | ||||||
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Total long-term liabilities
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104,188 | 30,000 | ||||||
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Total Liabilities
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133,013 | 82,374 | ||||||
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Derivative liability arising from note conversion rights
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0 | 2,625 | ||||||
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STOCKHOLDERS’ EQUITY
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Common stock, $0.001 par value, authorized 200,000,000 shares;
7,755,000 issued and outstanding
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7,755 | 7,755 | ||||||
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Additional paid-in capital
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12,845 | 12,845 | ||||||
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Accumulated other comprehensive income
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2,375 | (250 | ) | |||||
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Deficit accumulated during the pre-exploration stage
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(134,497 | ) | (102,044 | ) | ||||
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Total stockholders’ equity
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(111,522 | ) | (81,694 | ) | ||||
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Total Liabilities and Stockholders’ Equity
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$ | 21,491 | $ | 3,305 | ||||
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 Operations
Year Ended March 31,
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2010
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2009
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Cumulative from February 23, 2005 (inception) to
March 31, 2010
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REVENUES
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$ | 0 | $ | 0 | $ | 0 | ||||||
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OPERATING EXPENSES:
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General and administrative expenses
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7,327 | 5,105 | 27,655 | |||||||||
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Geological, mineral, prospecting costs
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0 | 0 | 9,740 | |||||||||
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Interest expense
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2,490 | 1,175 | 3,665 | |||||||||
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Professional fees
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24,487 | 26,163 | 95,288 | |||||||||
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Total expenses
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34,304 | 32,443 | 136,348 | |||||||||
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Other comprehensive income
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(2,675 | ) | 0 | 2,375 | ||||||||
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Net income (loss)
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$ | (31,629 | ) | $ | (32,443 | ) | $ | (138,723 | ) | |||
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Income (loss) per weighted average common share
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$ | 0.00 | $ | 0.00 | ||||||||
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Number of weighted average common shares outstanding
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7,755,000 | 7,755,000 | ||||||||||
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)
Statement of Stockholders’ Equity (Deficit)
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Number of
Shares
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Common
Stock
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Additional
Paid-in Capital
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Deficit
Accumulated
During the
Pre-exploration
Stage
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Accumulated
Other
Comprehensive
Income
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Total
Stockholders’
Equity
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|||||||||||||||||||
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BEGINNING BALANCE, February 23, 2005
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0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||
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Shares issued at $0.001
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2,500,000 | 2,500 | 0 | 0 | 0 | 2,500 | ||||||||||||||||||
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Shares issued at $0.003
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700,000 | 700 | 1,400 | 0 | 0 | 2,100 | ||||||||||||||||||
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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
|
7,752,500 | 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 | ) | ||||||||||||||||
|
ENDING BALANCE, March 31, 2010
|
7,755,000 | $ | 7,755 | $ | 12,845 | $ | (134,497 | ) | $ | 2,375 | $ | (111,522 | ) |
The accompanying notes are an integral part of the financial statements
F-6
Webtradex International Corp.
f/k/a Zandaria Ventures, Inc.
(an exploration stage enterprise)
Statements of Cash Flows
Year Ended March 31,
|
2010
|
2009
|
Cumulative from February 23, 2005 (inception) to
March 31, 2010
|
||||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
|
Net loss
|
$ | (34,304 | ) | $ | (32,443 | ) | $ | (136,348 | ) | |||
|
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
|
2,490 | 1,175 | 3,665 | |||||||||
|
Amortization of prepaid interest
|
0 | 1,091 | 6,549 | |||||||||
|
Changes in operating assets and liabilities
|
||||||||||||
|
Increase (decrease) in accounts payable - trade
|
0 | (550 | ) | 12,600 | ||||||||
|
(Increase) decrease in prepaid expenses
|
(3,750 | ) | 0 | (3,750 | ) | |||||||
|
Net cash provided (used) by operating activities
|
(35,564 | ) | (30,727 | ) | (116,784 | ) | ||||||
|
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 stockholder loan payable
|
50,000 | 30,000 | 119,425 | |||||||||
|
Payments on notes payable
|
0 | 0 | (5,000 | ) | ||||||||
|
Net cash provided by financing activities
|
50,000 | 30,000 | 134,525 | |||||||||
|
Net increase (decrease) in cash
|
14,436 | (727 | ) | 17,741 | ||||||||
|
CASH, beginning of period
|
3,305 | 4,032 | 0 | |||||||||
|
CASH, end of period
|
$ | 17,741 | $ | 3,305 | $ | 17,741 | ||||||
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||||||
|
Non-Cash Financing Activities:
|
||||||||||||
|
None
|
||||||||||||
The accompanying notes are an integral part of the financial statements
F-7
Webtradex International Corp.
f/k/a Zandaria Ventures, Inc.
(an exploration stage enterprise)
NOTES TO FINANCIAL STATEMENTS
Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) The Company Webtradex International Corp., f/k/a Zandaria Ventures, Inc.. 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 equivalent
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 $136,348 accumulated through March 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
NOTE 3 - RELATED PARTY TRANSACTIONS
At March 31 2010, the Company owes an account payable of $1,175 and a note payable of $9,186 to the former President and CEO of the Company., who resigned on March 13, 2007. At March 31, 2010 the Company owes notes payable of $104,188 to a former President and CEO who resigned on March 8, 2010.
F-8
Webtradex International Corp.
f/k/a Zandaria Ventures, Inc.
(an exploration stage enterprise)
NOTES TO FINANCIAL STATEMENTS
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.
| March 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.
NOTE 5 – STOCKHOLDERS EQUITY
At March 31, 2010, the Company has 200,000,000 shares of par value $0.001 common stock authorized and 7,755,000 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.
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.
NOTE 7 - SUBSEQUENT EVENTS
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 submitted a multiple request to FINRA, which as of the date of filing this 10-K has not been approved by FINRA
F-9
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.
On August 3, 2009, the Company changed auditor from Pollard-Kelley to Hamilton, PC.
Item 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") as of March 31, 2010.
Management's Report on Internal Control Over Financial Reporting. Our Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act. Those rules define internal control over financial reporting as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: 1.Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; 2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that out receipts and expenditures are being made only in accordance with authorizations of our management and directors; and 3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition our assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of our internal control over financial reporting and disclosure controls and procedures as of March 31, 2010. In making this assessment, our management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on our assessment, we believe that, as of March 31, 2010, our internal control over financial reporting and disclosure controls and procedures was not effective based on those criteria, by failing to ensure that we had received and included proper and complete opinions from our independent accountants.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
PART III
(a) Set forth below are the names, ages, positions, with the Company and business experiences of the executive officers and directors of the Company.
| Name | Age | Position(s) with Company | ||
| Kam Shah | 59 | President, Chief Executive Officer, Secretary and Director |
Business Experience
Kam Shah is a CPA in good standing with the American Institute of Certified Public Accountants (United States) and is a CA in good standing with the Canadian Institute of Chartered Accountants. Mr. Shah is the Chief Executive Officer and Chief Financial Officer for Bontan Corporation, Inc., (“Bontan”), a company engaged in the resource sector that is currently traded on the OTCBB under the symbol “BNTNF”. Mr. Shah has been in these capacities since July 2004.
9
Committees of the Board of Directors
We presently do not have an audit committee, compensation committee, nominating committee, an executive committee of our board of directors, stock plan committee or any other committees. However, our board of directors may establish various committees during the current fiscal year.
Compensation of Directors
Our directors receive no cash compensation.
Terms of Office
Our directors are appointed for one-year terms to hold office until the next annual general meeting of the holders of our Common Stock or until removed from office in accordance with our by-laws. Our officers are appointed by our board of directors and hold office until removed by our board of directors.
Involvement in Certain Legal Proceedings
Except as indicated above, no event listed in Sub-paragraphs (1) through (4) of Subparagraph (d) of Item 401 of Regulation S-K, has occurred with respect to any of our present executive officers or directors or any nominee for director during the past five years which is material to an evaluation of the ability or integrity of such director or officer.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
For companies registered pursuant to section 12(g) of the Exchange Act, Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than ten percent of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of reports furnished to us and written representations that no other reports were required, Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were not complied with on a timely basis for the period which this report relates.
Code of Ethics
In September 2006, we adopted a Code of Ethics and Business Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We undertake to provide to any person without charge, upon request, a copy of our Code of Ethics and Business Conduct.
Conflicts of Interest
None of our officers will devote more than a portion of his time to our affairs. There will be occasions when the time requirements of our business conflict with the demands of the officers other business and investment activities. Such conflicts may require that we attempt to employ additional personnel. There is no assurance that the services of such persons will be available or that they can be obtained upon terms favorable to us.
Our officers, directors and principal shareholders may actively negotiate for the purchase of a portion of their common stock as a condition to, or in connection with, a proposed merger or acquisition transaction, if any. In the event that such a transaction occurs, it is anticipated that a substantial premium may be paid by the purchaser in conjunction with any sale of shares by our officers, directors and principal shareholders made as a condition to, or in connection with, a proposed merger or acquisition transaction. The fact that a substantial premium may be paid to members of our management to acquire their shares creates a conflict of interest for them and may compromise their state law fiduciary duties to the our other shareholders. In making any such sale, members of Company management may consider their own personal pecuniary benefit rather than the best interests of the Company and the Company's other shareholders, and the other shareholders are not expected to be afforded the opportunity to approve or consent to any particular buy-out transaction involving shares held by members of Company management.
It is not currently anticipated that any salary, consulting fee, or finders fee shall be paid to any of our directors or executive officers, or to any other affiliate of us except as described under Executive Compensation below.
Although management has no current plans to cause us to do so, it is possible that we may enter into an agreement with an acquisition candidate requiring the sale of all or a portion of the Common Stock held by our current stockholders to the acquisition candidate or principals thereof, or to other individuals or business entities, or requiring some other form of payment to our current stockholders, or requiring the future employment of specified officers and payment of salaries to them. It is more likely than not that any sale of securities by our current stockholders to an acquisition candidate would be at a price substantially higher than that originally paid by such stockholders. Any payment to current stockholders in the context of an acquisition involving us would be determined entirely by the largely unforeseeable terms of a future agreement with an unidentified business entity.
10
Item 11. Executive Compensation
The following table shows all the cash compensation paid by the Company, as well as certain other compensation paid or accrued, during the fiscal years ended March 31, 2010 and 2009 to the Company’s President and highest paid executive officers. No restricted stock awards, long-term incentive plan payouts or other types of compensation, other than compensation identified in the chart below, were paid to these executive officers during these fiscal years
| LONG TERM COMPENSATION | ||||||||||||||||||||||||||||||||
| ANNUAL COMPENSATION | AWARDS | PAYOUTS | ||||||||||||||||||||||||||||||
|
NAME AND POSITION
|
YEAR
|
SALARY
|
BONUS
|
OTHER
ANNUAL COMPENSATION
|
RESTRICTED STOCK AWARDS
|
SECURITIES UNDERLYING OPTIONS/SARS
|
LTIP
PAYOUTS
|
ALL OTHER COMPENSATION
|
||||||||||||||||||||||||
|
Kam Shah
|
2010 | 0 | ||||||||||||||||||||||||||||||
|
Jason Smart
|
2010 | 0 | ||||||||||||||||||||||||||||||
| 2009 | 0 | |||||||||||||||||||||||||||||||
| 2008 | 0 | |||||||||||||||||||||||||||||||
| 2007 | 0 | |||||||||||||||||||||||||||||||
Compensation of Directors
We have no standard arrangements for compensating our board of directors for their attendance at meetings of the Board of Directors.
Bonuses and Deferred Compensation
We do not have any bonus, deferred compensation or retirement plan. Such plans may be adopted by us at such time as deemed reasonable by our board of directors. We do not have a compensation committee, all decisions regarding compensation are determined by our board of directors.
Stock Option and Stock Appreciation Rights.
We do not currently have a Stock Option or Stock Appreciation Rights Plan. No stock options or stock appreciation rights were awarded during the fiscal year ended March 31, 2010, or the period ending on the date of this Report.
Termination of Employment and Change of Control Arrangement
There are no compensatory plans or arrangements, including payments to be received from us, with respect to any person named in cash compensation set out above which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person's employment with us or our subsidiaries, or any change in control of us, or a change in the person's responsibilities following a changing in control.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of March 31, 2010, information with respect to the beneficial ownership of our common stock by (i) persons known by us to beneficially own more than five percent of the outstanding shares, (ii) each director, (iii) each executive officer and (iv) all directors and executive officers as a group.
|
Common Stock
Beneficially Owned
|
||||||||||
| Name and Address | Title of Class | Number | Percent (1) | |||||||
|
Steven Cozine *
1460 Barclay Suite 701
Vancouver, BC Canada V6G1J5
|
Common | 2,500,000 | 32.23 | % | ||||||
* no longer an officer/director as of March 31, 2007.
(1) Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding on March 31, 2010. As of March 31, 2010, there were 7,755,000 shares of our common stock issued and outstanding.
11
Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets forth information as of March 31, 2010, with respect to compensation plans (including individual compensation arrangements) under which our common stock is authorized for issuance, aggregated as follows: (i) all compensation plans previously approved by security holders; and (ii) all compensation plans not previously approved by security Holders:
None.
Item 13. Certain Relationships and Related Transactions
Except as described below, none of the following persons has any direct or indirect material interest in any transaction to which we are a party during the past two years, or in any proposed transaction to which the Company is proposed to be a party:
(A) any director or officer;
(B) any proposed nominee for election as a director;
(C) any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our common stock; or
(D) any relative or spouse of any of the foregoing persons, or any relative of such spouse, who has the same house as such person or who is a director or officer of any parent or subsidiary.
Item 14. Principal Accounting Fees and Services.
| Audit Fees | Audit-Related Fees | Tax Fees | All Other Fees | ||||
| 2010 | $ | 10,000 | none | none | none | ||
| 2009 | $ | 10,000 | none | none | none | ||
| 2008 | $ | 10,000 | none | none | none | ||
We have no formal audit committee. However, our entire Board of Directors (the "Board") is our defacto audit committee. In discharging its oversight responsibility as to the audit process, the Board obtained from the independent auditors a formal written statement describing all relationships between the auditors and us that might bear on the auditors' independence as required by Independence Standards Board Standard No. 1, "Independence Discussions with Audit Committees." The Board discussed with the auditors any relationships that may impact their objectivity and independence, including fees for non-audit services, and satisfied itself as to the auditors' independence. The Board also discussed with management, the internal auditors and the independent auditors the quality and adequacy of its internal controls. The Board reviewed with the independent auditors their management letter on internal controls.
The Board discussed and reviewed with the independent auditors all matters required to be discussed by auditing standards generally accepted in the United States of America, including those described in Statement on Auditing Standards No. 61, as amended, "Communication with Audit Committees". The Board reviewed the audited consolidated financial statements of the Company as of and for the year ended December 31, 2008 with management and the independent auditors. Management has the responsibility for the preparation of the Company's financial statements and the independent auditors have the responsibility for the examination of those statements. Based on the above-mentioned review and discussions with the independent auditors and management, the Board of Directors approved the Company's audited consolidated financial statements and recommended that they be included in its Annual Report on Form 10-K for the year ended March 31, 2009, for filing with the Securities and Exchange Commission. The Board also approved the reappointment of Hamilton, PC as independent auditors.
PART IV
Item 15. Exhibits and Reports on Form 8-K.
(a) The exhibits required to be filed herewith by Item 601 of Regulation S-K, as described in the following index of exhibits, are incorporated herein by reference, as follows:
| Exhibit No. | Description | |
| 31.1 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |
| 31.2 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |
| 32.1 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* | |
| 32.2 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* |
* Filed herewith
(b) Reports on Form 8-K
Form 8-K filed on March 11, 2010
12
SIGNATURES
In accordance with the Exchange Act, this report has been signed below by the following persons on our behalf and in the capacities and on the dates indicated.
| Date: February 16, 2011 | Webtradex International Corp. | |
| (Registrant) | ||
|
By:
|
/s/ Kam Shah | |
| Kam Shah, Chairman | ||
Pursuant to the requirements of the Exchange Act, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Kam Shah | Chairman | February 16, 2011 | ||
| Kam Shah | ||||
| /s/ Dr. Sean D. Williams | CEO | February 16, 2011 | ||
| Dr. Sean D. Williams |
13