Attached files
As filed with the Securities and Exchange Commission on April 5, 2011
Registration No. 333-171892
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CONEX MD, INC.
(Exact name of registrant as specified in its charter)
Nevada 8744 26-1574051
(State or Other Jurisdiction of (Primary Standard Industrial (IRS Employer
Incorporation or Organization) Classification Number) Identification Number)
33 Herzel St.
Ra'anana
Israel 43353
Tel: +972 (57) 946-1249
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Dr. Ely Steinberg
President and Chief Executive Officer
Conex MD, Inc.
33 Herzel St.
Ra'anana
Israel 43353
+972 (57) 946-1249
(Address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
Thomas E. Puzzo, Esq.
Law Offices of Thomas E. Puzzo, PLLC
4216 NE 70th Street
Seattle, Washington 98115
Telephone No.: (206) 522-2256
Facsimile No.: (206) 260-0111
Approximate date of proposed sale to the public: As soon as practicable and from
time to time after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box: [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
If this Form is a post-effective registration statement filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ]
If this Form is a post-effective registration statement filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [ ]
i
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
======================================================================================================
Title of Each Proposed Maximum Proposed Maximum Amount of
Class of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered (1) per Share Price Fee
------------------------------------------------------------------------------------------------------
Common Stock, par value
$0.0001 per share 3,475,500 (2) $0.10 (3) $347,550 $40.35
------------------------------------------------------------------------------------------------------
TOTAL 3,475,500 $ -- $347,550 $40.35
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(1) In the event of a stock split, stock dividend or similar transaction
involving our common stock, the number of shares registered shall
automatically be increased to cover the additional shares of common stock
issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.
(2) Represents the number of shares of common stock currently outstanding to be
sold by the selling stockholders.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) of the Securities Act.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
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ii
PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED APRIL 5, 2011
CONEX MD, INC.
3,475,500 SHARES OF COMMON STOCK
This prospectus relates to the resale by certain selling stockholders of Conex
MD, Inc. of up to 3,475,500 shares of common stock held by selling stockholders
of Conex MD, Inc. We will not receive any of the proceeds from the sale of the
shares by the selling stockholders.
The selling stockholders will be offering our shares of common stock at a fixed
price of $0.03 per share for the duration of this offering, which will terminate
16 months from the effective date of this prospectus. Each of the selling
stockholders is an "underwriter" as such term is defined in the Securities Act
of 1933, as amended (the "Securities Act"). The anticipated net proceeds to the
selling stockholders is $347,550, based on the fixed price of $0.03 per share.
There has been no market for our securities and a public market may never
develop, or, if any market does develop, it may not be sustained. Our common
stock is not traded on any exchange or on the over-the-counter market. After the
effective date of the registration statement relating to this prospectus, we
hope to have a market maker file an application with the Financial Industry
Regulatory Authority for our common stock to be eligible for trading on the
Over-the-Counter Bulletin Board. We do not yet have a market maker who has
agreed to file such application. There can be no assurance that our common stock
will ever be quoted on a stock exchange or a quotation service or that any
market for our stock will develop.
We are a "shell company" within the meaning of Rule 405, promulgated pursuant to
Securities Act, because we have nominal assets and nominal operations.
Accordingly, the securities sold in this offering can only be resold through
registration under Section 5 the Securities Act, pursuant to a valid exemption
from registration, or by meeting the conditions of Rule 144(i).
OUR BUSINESS IS SUBJECT TO MANY RISKS AND AN INVESTMENT IN OUR SHARES OF COMMON
STOCK WILL ALSO INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE
FACTORS DESCRIBED UNDER THE HEADING "RISK FACTORS" BEGINNING ON PAGE 5 BEFORE
INVESTING IN OUR SHARES OF COMMON STOCK.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THIS
PROSPECTUS IS INCLUDED IN THE REGISTRATION STATEMENT THAT WAS FILED BY US WITH
THE SECURITIES AND EXCHANGE COMMISSION. THE SELLING STOCKHOLDERS MAY NOT SELL
THESE SECURITIES UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
THE DATE OF THIS PROSPECTUS IS __________, 2011.
The following table of contents has been designed to help you find information
contained in this prospectus. We encourage you to read the entire prospectus.
TABLE OF CONTENTS
Page
----
Prospectus Summary 3
Risk Factors 6
Risk Factors Relating to Our Company 6
Risk Factors Relating to Our Common Stock 10
Use of Proceeds 12
Determination of Offering Price 12
Selling stockholders 12
Plan of Distribution 15
Description of Business 18
Our Executive Offices 21
Legal Proceedings 21
Market for Common Equity and Related Stockholder Matters 21
Management's Discussion and Analysis of Financial Condition and
Results of Operations 21
Directors, Executive Officers, Promoters and Control Persons 25
Executive Compensation 27
Security Ownership of Certain Beneficial Owners and Management 28
Certain Relationships and Related Transactions 28
Disclosure of Commission Position on Indemnification for Securities
Act Liabilities 28
Where You Can Find More Information 29
Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure 29
Financial Statements F-1
Until ___ ______, 2011 (90 business days after the effective date of this
prospectus) all dealers that effect transactions in these securities whether or
not participating in this offering, may be required to deliver a prospectus.
This is in addition to the dealer's obligation to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.
2
A CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements which relate to future
events or our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may", "should", "expects",
"plans", "anticipates", "believes", "estimates", "predicts", "potential" or
"continue" or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
"Risk Factors," that may cause our or our industry's actual results, levels of
activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by
these forward-looking statements.
While these forward-looking statements, and any assumptions upon which they are
based, are made in good faith and reflect our current judgment regarding the
direction of our business, actual results will almost always vary, sometimes
materially, from any estimates, predictions, projections, assumptions or other
future performance suggested herein. Except as required by applicable law,
including the securities laws of the United States, we do not intend to update
any of the forward-looking statements to conform these statements to actual
results.
PROSPECTUS SUMMARY
As used in this prospectus, references to the "Company," "we," "our", "us" or
"Conex MD" refer to Conex MD, Inc., unless the context otherwise indicates.
The following summary highlights selected information contained in this
prospectus. Before making an investment decision, you should read the entire
prospectus carefully, including the "Risk Factors" section, the financial
statements, and the notes to the financial statements.
OUR COMPANY
Conex MD, Inc. was incorporated on December 13, 2007, under the laws of the
State of Nevada. We are seeking to become a reporting issuer under the
Securities Exchange Act of 1934, as amended, because we believe that this will
provide us with greater access to capital, that we will become better known, and
be able to obtain financing more easily in the future if investor interest in
our business grows enough to sustain a secondary trading market in our
securities. Additionally, we believe that being a reporting issuer increases our
credibility and that we may be able to attract and retain more highly qualified
personnel once we are not a shell company by potentially offering stock options,
bonuses, or other incentives with a known market value.
We are a development stage company formed for the purposes of provider of
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.
We raised an aggregate of $69,510 through private placements of our securities.
Proceeds from these placements were used for working capital.
We will experience substantial increases in our administrative costs after the
effective date of this Prospectus. We anticipate spending an additional $33,050
on legal, accounting and filing fees over the next 12 months, including fees
payable in connection with the filing of this registration statement, complying
with reporting obligations. We may not raise sufficient funds to finance the
anticipated services to meet out reporting obligations with the SEC. In order
for us to remain in compliance we will require future revenues to cover the cost
of these filings, which could comprise a substantial portion of our available
cash resources. If we are unable to generate sufficient revenues to remain in
compliance it may be difficult for you to resell any shares you may purchase, if
at all.
3
Our business offices are currently located at 33 Herzel St. Ra'anana Israel
43353.
From inception until the date of this filing, we have not yet begun operations
of our recruitment services. From our inception on December 13, 2007 to date, we
have not generated any revenues, and our operations have been limited to
organizational, start-up, and capital formation activities. Between February
2009 and June 2010, we were focused primarily on raising capital to execute our
business plan, and on July 1, 2010 we closed a private placement of our common
stock pursuant to which we sold 3,475,500 shares of our common stock for total
proceeds of $69,510.
We have two directors, Dr. Ely Steinberg and Dr. Jacob Bar-Ilan. Both Dr.
Steinberg and Dr. Bar-Ilan reside in Israel. Though our officers and directors
are practicing, licensed physicians, none of our officers or directors has any
prior experience with owning or operating a medical staffing business.
Additionally, none of our officer or directors has a college or university
degree, or other educational background, in medical staffing or management. More
specifically, each of our officers and directors lack technical training and
experience with exploring for, starting, and/or operating a medical staffing
business.
We are registering the 3,475,500 shares of common stock held by selling
stockholders pursuant to verbal representations to such stockholders that the
Company would use its best efforts to register such shares for resale.
We are a development stage company that has had limited operations to date. From
December 13, 2007 (date of inception) to December 31, 2010, we have incurred
accumulated net losses of $11,432. As of December 31, 2010, we had $58,579 in
current assets and no current liabilities.
Due to the uncertainty of our ability to meet our current operating and capital
expenses, our independent auditors have included a going concern opinion in
their report on our audited financial statements for the period ended December
31, 2010. The notes to our financial statements contain additional disclosure
describing the circumstances leading to the issuance of a going concern opinion
by our auditors.
4
THE OFFERING
Securities offered: The selling stockholders are offering hereby up
to 3,475,500 shares of common stock.
Offering price: The selling stockholders will offer and sell
their shares of common stock at a fixed price of
$0.03 for the duration of this offering, which
will terminate 16 months from the effective date
of this prospectus
Shares outstanding
prior to offering: 8,475,000
Shares outstanding
after offering: 8,475,000
Market for the common shares: There is no public market for our shares. Our
common stock is not traded on any exchange or on
the over-the-counter market. After the effective
date of the registration statement relating to
this prospectus, we hope to have a market maker
file an application with the Financial Industry
Regulatory Authority ("FINRA") for our common
stock to eligible for trading on the
Over-the-Counter Bulletin Board. We do not yet
have a market maker who has agreed to file such
application.
There is no assurance that a trading market will
develop, or, if developed, that it will be
sustained. Consequently, a purchaser of our
common stock may find it difficult to resell the
securities offered herein should the purchaser
desire to do so when eligible for public resale.
Use of proceeds: We will not receive any proceeds from the sale
of shares by the selling stockholders
SUMMARY FINANCIAL INFORMATION
The tables and information below are derived from our audited financial
statements for the period from December 13, 2007 (Inception) to December 31,
2010. Our working capital as at January 21, 2011 was $58,579.
December 31, 2010 ($)
---------------------
Financial Summary
Cash and Deposits 58,579
Total Assets 58,579
Total Liabilities 0
Total Stockholder's Equity 58,579
Accumulated From
December 13, 2007 (Inception) to
December 31, 2010 ($)
---------------------
Statement of Operations
Total Expenses 11,432
Net Loss for the Period 11,432
Net Loss per Share --
5
RISK FACTORS
An investment in our common stock involves a number of very significant risks.
You should carefully consider the following known material risks and
uncertainties in addition to other information in this prospectus in evaluating
our company and its business before purchasing shares of our company's common
stock. You could lose all or part of your investment due to any of these risks.
RISKS RELATING TO OUR COMPANY
OUR AUDITORS HAVE EXPRESSED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A
GOING CONCERN.
Our financial statements for the year ended December 31, 2010 were prepared
assuming that we will continue our operations as a going concern. We were
incorporated on December 13, 2007 and do not have a history of earnings. As a
result, our independent accountants in their audit report have expressed
substantial doubt about our ability to continue as a going concern. Continued
operations are dependent on our ability to complete equity or debt financings or
generate profitable operations. Such financings may not be available or may not
be available on reasonable terms. Our financial statements do not include any
adjustments that may result from the outcome of this uncertainty.
WE MAY REQUIRE ADDITIONAL FUNDS WHICH WE PLAN TO RAISE THROUGH THE SALE OF OUR
COMMON STOCK, WHICH REQUIRES FAVORABLE MARKET CONDITIONS AND INTEREST IN OUR
ACTIVITIES BY INVESTORS. IF WE ARE NOT BE ABLE TO SELL OUR COMMON STOCK, FUNDING
WILL NOT BE AVAILABLE FOR CONTINUED OPERATIONS, AND OUR BUSINESS WILL FAIL.
We anticipate that our current cash of $58,579 will be sufficient to operate our
business for 12 months. Subsequent activities will require additional funding.
Our only present means of funding is through the sale of our common stock. The
sale of common stock requires favorable market conditions for development stage
companies like ours, as well as specific interest in our stock, neither of which
may exist if and when additional funding is required by us. If we are unable to
raise additional funds in the future, our business will fail.
WE HAVE A VERY LIMITED HISTORY OF OPERATIONS AND ACCORDINGLY THERE IS NO TRACK
RECORD THAT WOULD PROVIDE A BASIS FOR ASSESSING OUR ABILITY TO CONDUCT
SUCCESSFUL HEALTH CARE STAFFING OPERATIONS. WE MAY NOT BE SUCCESSFUL IN CARRYING
OUT OUR BUSINESS OBJECTIVES.
We were incorporated on December 13, 2007 and to date, have been involved
primarily in organizational activities and obtaining financing. Accordingly we
have no track record of successful development activities, strategic decision
making by management, fund-raising ability, and other factors that would allow
an investor to assess the likelihood that we will be successful as a development
stage company. Development stage companies often fail to achieve or maintain
successful operations, even in favorable market conditions. There is a
substantial risk that we will not be successful in our development activities,
or if initially successful, in thereafter generating any operating revenues or
in achieving profitable operations.
BECAUSE WE ARE A SHELL COMPANY, YOU WILL NOT BE ABLE TO RESELL YOUR SHARES IN
CERTAIN CIRCUMSTANCES, WHICH COULD HINDER THE RESALE OF YOUR SHARES.
We are a "shell company" within the meaning of Rule 405, promulgated pursuant to
Securities Act, because we have nominal assets and nominal operations.
Accordingly, the securities sold in this offering can only be resold through
registration under Section 5 the Securities Act of 1933, pursuant to a valid
exemption from registration (such as Section 4(1), which is commonly used by
non-affiliates of an issuer), or by meeting the conditions of Rule 144(i).
Another implication of us being a shell company is that we cannot file
registration statements under Section 5 of the Securities Act using a Form S-8,
a short form of registration to register securities issued to employees and
consultant under an employee benefit plan. Additionally, though exemptions, such
as Section 4(1) of the Securities Act may be available for non-affiliate holders
our shares to resell their shares, a holder of our securities, because we are a
shell company, a holder of our securities may not rely on the safe harbor from
being deemed statutory underwriter under Section 2(11) of the Securities Act, as
6
provided by Rule 144, to resell his or her securities. Only after we (i) are not
a shell company, and (ii) have filed all reports and other materials required to
be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the
preceding 12 months (or for such shorter period that we may be required to file
such reports and materials, other than Form 8-K reports); and have filed current
"Form 10 information" with the SEC reflecting our status as an entity that is no
longer a shell company for a period of not less than 12 months, can our
securities be resold pursuant to Rule 144. "Form 10 information" is, generally
speaking, the same type of information as we are required to disclose in this
prospectus, but without an offering of securities. These circumstances regarding
how Rule 144 applies to shell companies may hinder your resale of your shares of
the Company.
THE COSTS OF ATTRACTING AND RETAINING QUALIFIED NURSES AND OTHER HEALTHCARE
PERSONNEL MAY RISE MORE THAN WE ANTICIPATE.
If we are able to retain clients, we will compete with other healthcare staffing
companies for qualified nurses and other healthcare personnel. Competition for
these qualified employees is intense. Our potential competitors may have higher
hourly wages that we do or provide other benefits that we do not. If we do not
able to offer wages high enough to compete in our industry, we could face
difficulties attracting and retaining qualified healthcare personnel. In
addition, if we have clients, and if we raise wages in response to our
competitors, wage increases and are unable to pass such cost increases on to our
clients, our potential margins could decline.
DECREASES IN PATIENT OCCUPANCY AT OUR POTENTIAL CLIENTS' FACILITIES MAY
ADVERSELY AFFECT THE PROFITABILITY OF OUR BUSINESS.
We anticipate that demand for temporary healthcare staffing services is
significantly affected by the general level of patient occupancy at clients'
facilities. When a hospital's occupancy increases, temporary employees are often
added before full-time employees are hired. As occupancy decreases, clients may
reduce their use of temporary employees before undertaking layoffs of their
regular employees. We also may experience more competitive pricing pressure
during periods of occupancy downturn. In addition, if a trend emerges toward
providing healthcare in alternative settings, as opposed to acute care
hospitals, occupancy at our clients' facilities could decline. This reduction in
occupancy could adversely affect the demand for our services and our
profitability.
IF REGULATIONS THAT APPLY TO US CHANGE, WE MAY FACE INCREASED COSTS THAT REDUCE
OUR REVENUE AND PROFITABILITY.
The temporary healthcare staffing industry is regulated in many states. In some
states, firms such as our company must be registered to establish and advertise
as a nurse staffing agency or must qualify for an exemption from registration in
those states. If we are unable to obtain any required state licenses, we could
be required to cease operating in those states. The introduction of new
regulatory provisions could substantially raise the costs associated with hiring
temporary employees. For example, some states could impose sales taxes or
increase sales tax rates on temporary healthcare staffing services. These
increased costs may not be able to be passed on to clients without a decrease in
demand for temporary employees. In addition, if government regulations were
implemented that limited the amounts we could charge for our services, our
profitability could be adversely affected.
7
FUTURE CHANGES IN REIMBURSEMENT TRENDS COULD HAMPER OUR ANTICIPATED CLIENTS'
ABILITY TO PAY US.
If we are able to retain clients, we anticipate that many of our prospective
clients will be reimbursed under the federal Medicare program and state Medicaid
programs for the services they provide. In recent years, federal and state
governments have made significant changes in these programs that have reduced
reimbursement rates. In addition, insurance companies and managed care
organizations seek to control costs by requiring that healthcare providers, such
as hospitals, discount their services in exchange for exclusive or preferred
participation in their benefit plans. Future federal and state legislation or
evolving commercial reimbursement trends may further reduce, or change
conditions for, our clients' reimbursement. Limitations on reimbursement could
reduce our potential clients' cash flows, hampering their ability to pay us.
SIGNIFICANT LEGAL ACTIONS COULD SUBJECT US TO SUBSTANTIAL UNINSURED LIABILITIES.
We do not maintain any insurance coverage. In recent years, healthcare providers
have become subject to an increasing number of legal actions alleging
malpractice, product liability or related legal theories. Many of these actions
involve large claims and significant defense costs. In addition, we may be
subject to claims related to torts or crimes committed by our prospective
employees or temporary staffing personnel. In some instances, we will be
required to indemnify clients against some or all of these risks. A failure of
any of our employees or personnel to observe our prospective policies and
guidelines intended to reduce these risks, relevant client policies and
guidelines or applicable federal, state or local laws, rules and regulations
could result in negative publicity, payment of fines or other damages. To
protect ourselves from the cost of these claims, we will have to maintain
professional malpractice liability insurance and general liability insurance
coverage in amounts and with deductibles that we believe are appropriate for our
operations. However, our future insurance coverage, if any, may not cover all
claims against us or continue to be available to us at a reasonable cost. If we
are unable to maintain adequate insurance coverage, if any, we may be exposed to
substantial liabilities.
OUR INSIDERS BENEFICIALLY OWN A MAJORITY OF OUR STOCK, AND ACCORDINGLY, MAY HAVE
CONTROL OVER STOCKHOLDER MATTERS, OUR BUSINESS AND MANAGEMENT.
Our two officers and directors beneficially own 5,000,000 shares of our common
stock in the aggregate, or 59% of our issued and outstanding shares of common
stock. As a result, our officer and directors will have significant influence
to:
* Elect or defeat the election of our directors;
* amend or prevent amendment of our articles of incorporation or bylaws;
* effect or prevent a merger, sale of assets or other corporate
transaction; and
* affect the outcome of any other matter submitted to the stockholders
for vote.
Moreover, because of the significant ownership position held by our insiders,
new investors may not be able to effect a change in our business or management,
and therefore, stockholders would have no recourse as a result of decisions made
by management.
In addition, sales of significant amounts of shares held by our officers and
directors, or the prospect of these sales, could adversely affect the market
price of our common stock. Management's stock ownership may discourage a
potential acquirer from making a tender offer or otherwise attempting to obtain
control of us, which in turn could reduce our stock price or prevent our
stockholders from realizing a premium over our stock price.
8
CURRENT MANAGEMENT'S LACK OF EXPERIENCE IN AND/OR WITH TEMPORARY HEALTHCARE
STAFFING MEANS THAT IT IS DIFFICULT TO ASSESS, OR MAKE JUDGMENTS ABOUT, OUR
POTENTIAL SUCCESS.
While both of our officers and directors are practicing physicians, our two
officers and directors do not have any prior experience with or have ever been
employed in the healthcare staffing industry. Additionally, our two officers and
directors have no college or university degree, or other educational background,
in healthcare staffing or in a field related to employment staffing services.
More specifically, our two officers and directors lack technical training and
experience with and/or operating a healthcare staffing company. With no direct
training or experience in these areas, our officers and directors may not be
fully aware of many of the specific requirements related to healthcare staffing,
let alone the overall employment staffing industry as a whole. For example, our
officer's and director's decisions and choices may fail to take into account
standard organizational and other managerial approaches healthcare staffing
companies commonly use. Consequently, our operations, earnings, and ultimate
financial success could suffer irreparable harm due to our officers' and
directors' future possible mistakes, lack of sophistication, judgment or
experience in this particular industry. As a result, if we do obtain the funding
or other means to implement a healthcare staffing business with customers, such
business will likely have to be implemented and carried out by joint venturers,
partners or independent contractors who would have the requisite healthcare
staffing experience and know-how that we currently lack.
CURRENT MANAGEMENT'S LACK OF EXPERIENCE IN AND/OR WITH OPERATING A REPORTING
ISSUER UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, OR A PUBLIC
COMPANY, MEANS THAT IT IS DIFFICULT TO ASSESS, OR MAKE JUDGMENTS ABOUT, OUR
POTENTIAL SUCCESS.
Our officers and directors do not have any prior experience with running or
operating a public company. With no direct training or experience in this area,
our officers and directors may not be fully aware of many of the specific
requirements related to running a public company. For example, our officers' and
directors' decisions and choices may fail to take into account standard
accounting and other managerial approaches public companies commonly use.
Consequently, our operations, earnings, and ultimate financial success could
suffer irreparable harm due to our sole officer and director's future possible
mistakes, lack of sophistication, judgment or experience in running and
operating a public company.
IF THE SELLING STOCKHOLDERS SELL A LARGE NUMBER OF SHARES ALL AT ONCE OR IN
BLOCKS, THE MARKET PRICE OF OUR SHARES WOULD MOST LIKELY DECLINE.
The selling stockholders are offering up to 3,475,500 shares of our common stock
through this prospectus. Our common stock is presently not traded or quoted on
any market or securities exchange, but should a market develop, shares sold at a
price below the current market price at which the common stock is quoted will
cause that market price to decline. Moreover, the offer or sale of a large
number of shares at any price may cause the market price to fall. The
outstanding shares of common stock covered by this prospectus represent 41% of
the common shares outstanding as of the date of this prospectus.
WE OPERATE OUR BUSINESS AND MAINTAIN OUR BANK ACCOUNTS IN ISRAEL, A NON-UNITED
STATES JURISDICTION, WHICH MEANS THAT IT MAY BE DIFFICULT OR IMPOSSIBLE FOR
STOCKHOLDERS TO ENFORCE A JUDGMENT OBTAINED IN THE UNITED STATES AGAINST THE
COMPANY TO OBTAIN CASH FROM THE COMPANY'S BANK ACCOUNTS IN ISRAEL.
Our operations are conducted in Israel, a foreign country where we maintain our
bank. A judgment obtained by a stockholder against the Company in the United
States will be difficult and costly, if not impossible, to enforce in Israel.
Additionally, there is no guarantee that Israel will not change its laws or
policies to reverse policy choices in the past with respect to the
enforceability of judgments obtained from courts in the United States in Israel.
Accordingly, an investor may lose his entire investment if he or she cannot
enforce a judgment from a court in the United States against the Company in
Israel.
9
RISKS RELATING TO OUR COMMON STOCK
THERE IS NO LIQUIDITY AND NO ESTABLISHED PUBLIC MARKET FOR OUR COMMON STOCK AND
WE MAY NOT BE SUCCESSFUL AT OBTAINING A QUOTATION ON A RECOGNIZED QUOTATION
SERVICE. IN SUCH EVENT IT MAY BE DIFFICULT TO SELL YOUR SHARES.
There is presently no public market in our shares. There can be no assurance
that we will be successful at developing a public market or in having our common
stock quoted on a quotation facility such as the OTC Bulletin Board. There are
risks associated with obtaining a quotation, including that broker dealers will
not be willing to make a market in our shares, or to request that our shares be
quoted on a quotation service. In addition, even if a quotation is obtained, the
OTC Bulletin Board and similar quotation services are often characterized by low
trading volumes, and price volatility, which may make it difficult for an
investor to sell our common stock on acceptable terms. If trades in our common
stock are not quoted on a quotation facility, it may be very difficult for an
investor to find a buyer for their shares in our Company.
OUR COMMON STOCK IS SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND THE
TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR
STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.
Under U.S. federal securities legislation, our common stock will constitute
"penny stock." Penny stock is any equity security that has a market price of
less than $5.00 per share, subject to certain exceptions. For any transaction
involving a penny stock, unless exempt, the rules require that a broker or
dealer approve a potential investor's account for transactions in penny stocks,
and the broker or dealer receive from the investor a written agreement to the
transaction, setting forth the identity and quantity of the penny stock to be
purchased. In order to approve an investor's account for transactions in penny
stocks, the broker or dealer must obtain financial information and investment
experience objectives of the person, and make a reasonable determination that
the transactions in penny stocks are suitable for that person and the person has
sufficient knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks. The broker or dealer must
also deliver, prior to any transaction in a penny stock, a disclosure schedule
prepared by the Commission relating to the penny stock market, which, in
highlight form sets forth the basis on which the broker or dealer made the
suitability determination. Brokers may be less willing to execute transactions
in securities subject to the "penny stock" rules. This may make it more
difficult for investors to dispose of our common stock and cause a decline in
the market value of our stock. Disclosure also has to be made about the risks of
investing in penny stocks in both public offerings and in secondary trading and
about the commissions payable to both the broker-dealer and the registered
representative, current quotations for the securities and the rights and
remedies available to an investor in cases of fraud in penny stock transactions.
Finally, monthly statements have to be sent disclosing recent price information
for the penny stock held in the account and information on the limited market in
penny stocks.
WE MAY, IN THE FUTURE, ISSUE ADDITIONAL COMMON SHARES, WHICH WOULD REDUCE
INVESTORS' PERCENT OF OWNERSHIP AND MAY DILUTE OUR SHARE VALUE.
Our Articles of Incorporation authorize the issuance of 100,000,000 shares of
common stock and 50,000,000 shares of "blank check" preferred stock. As of the
date of this prospectus, the Company had 8,475,500 shares of common stock
outstanding and no shares of preferred stock outstanding. Accordingly, we may
issue up to an additional 91,525,000 shares of common stock. The future issuance
of common stock and/or preferred stock may result in substantial dilution in the
percentage of our common stock held by our then existing stockholders. We may
value any common stock issued in the future on an arbitrary basis. The issuance
of common stock for future services or acquisitions or other corporate actions
may have the effect of diluting the value of the shares held by our investors,
and might have an adverse effect on any trading market for our common stock.
10
THERE IS NO CURRENT TRADING MARKET FOR OUR SECURITIES AND IF A TRADING MARKET
DOES NOT DEVELOP, PURCHASERS OF OUR SECURITIES MAY HAVE DIFFICULTY SELLING THEIR
SHARES.
There is currently no established public trading market for our securities and
an active trading market in our securities may not develop or, if developed, may
not be sustained. We intend to have an application filed for admission to
quotation of our securities on the OTC Bulletin Board after this prospectus is
declared effective by the SEC. If for any reason our common stock is not quoted
on the OTC Bulletin Board or a public trading market does not otherwise develop,
purchasers of the shares may have difficulty selling their common stock should
they desire to do so. No market makers have committed to becoming market makers
for our common stock and none may do so.
ANTI-TAKEOVER EFFECTS OF CERTAIN PROVISIONS OF NEVADA STATE LAW HINDER A
POTENTIAL TAKEOVER OF CONEX MD, INC.
Though not now, in the future we may become subject to Nevada's control share
law. A corporation is subject to Nevada's control share law if it has more than
200 stockholders, at least 100 of whom are stockholders of record and residents
of Nevada, and it does business in Nevada or through an affiliated corporation.
The law focuses on the acquisition of a "controlling interest" which means the
ownership of outstanding voting shares sufficient, but for the control share
law, to enable the acquiring person to exercise the following proportions of the
voting power of the corporation in the election of directors:
(i) one-fifth or more but less than one-third, (ii) one-third or more but less
than a majority, or (iii) a majority or more. The ability to exercise such
voting power may be direct or indirect, as well as individual or in association
with others.
The effect of the control share law is that the acquiring person, and those
acting in association with it, obtains only such voting rights in the control
shares as are conferred by a resolution of the stockholders of the corporation,
approved at a special or annual meeting of stockholders. The control share law
contemplates that voting rights will be considered only once by the other
stockholders. Thus, there is no authority to strip voting rights from the
control shares of an acquiring person once those rights have been approved. If
the stockholders do not grant voting rights to the control shares acquired by an
acquiring person, those shares do not become permanent non-voting shares. The
acquiring person is free to sell its shares to others. If the buyers of those
shares themselves do not acquire a controlling interest, their shares do not
become governed by the control share law.
If control shares are accorded full voting rights and the acquiring person has
acquired control shares with a majority or more of the voting power, any
stockholder of record, other than an acquiring person, who has not voted in
favor of approval of voting rights is entitled to demand fair value for such
stockholder's shares.
Nevada's control share law may have the effect of discouraging takeovers of the
corporation. In addition to the control share law, Nevada has a business
combination law which prohibits certain business combinations between Nevada
corporations and "interested stockholders" for three years after the "interested
stockholder" first becomes an "interested stockholder," unless the corporation's
board of directors approves the combination in advance. For purposes of Nevada
law, an "interested stockholder" is any person who is (i) the beneficial owner,
directly or indirectly, of ten percent or more of the voting power of the
outstanding voting shares of the corporation, or (ii) an affiliate or associate
of the corporation and at any time within the three previous years was the
beneficial owner, directly or indirectly, of ten percent or more of the voting
power of the then outstanding shares of the corporation. The definition of the
term "business combination" is sufficiently broad to cover virtually any kind of
transaction that would allow a potential acquiror to use the corporation's
assets to finance the acquisition or otherwise to benefit its own interests
rather than the interests of the corporation and its other stockholders.
The effect of Nevada's business combination law is to potentially discourage
parties interested in taking control of Conex MD, Inc. from doing so if it
cannot obtain the approval of our board of directors.
11
BECAUSE WE DO NOT INTEND TO PAY ANY CASH DIVIDENDS ON OUR COMMON STOCK, OUR
STOCKHOLDERS WILL NOT BE ABLE TO RECEIVE A RETURN ON THEIR SHARES UNLESS THEY
SELL THEM.
We intend to retain any future earnings to finance the development and expansion
of our business. We do not anticipate paying any cash dividends on our common
stock in the foreseeable future. Unless we pay dividends, our stockholders will
not be able to receive a return on their shares unless they sell them. There is
no assurance that stockholders will be able to sell shares when desired.
USE OF PROCEEDS
This prospectus relates to shares of our common stock that may be offered and
sold from time to time by the selling stockholders. We will not receive any of
the proceeds from the sale of the common shares being offered for sale by the
selling stockholders.
DETERMINATION OF THE OFFERING PRICE
The selling stockholders will sell our shares at $0.03 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. This price was arbitrarily determined by
us.
SELLING STOCKHOLDERS
The following table sets forth the shares beneficially owned, as of April 5,
2011, by the selling stockholders prior to the offering by existing stockholders
contemplated by this prospectus, the number of shares each selling security
holder is offering by this prospectus and the number of shares which each would
own beneficially if all such offered shares are sold.
Beneficial ownership is determined in accordance with Securities and Exchange
Commission rules. Under these rules, a person is deemed to be a beneficial owner
of a security if that person has or shares voting power, which includes the
power to vote or direct the voting of the security, or investment power, which
includes the power to vote or direct the voting of the security. The person is
also deemed to be a beneficial owner of any security of which that person has a
right to acquire beneficial ownership within 60 days. Under the Securities and
Exchange Commission rules, more than one person may be deemed to be a beneficial
owner of the same securities, and a person may be deemed to be a beneficial
owner of securities as to which he or she may not have any pecuniary beneficial
interest. Except as noted below, each person has sole voting and investment
power.
The percentages below are calculated based on 8,475,500 shares of our common
stock issued and outstanding as of April 5, 2011. We do not have any outstanding
options, warrants or other securities exercisable for or convertible into shares
of our common stock.
12
Total Number
of Shares to
be Offered Percentage of
for the Total Shares Shares owned
Shares Owned Security Owned After After the
Name of Before the Holder's the Offering Offering is
Selling Shareholder Offering Account is Complete Complete
------------------- -------- ------- ----------- --------
Eyal Lavy 25,000 25,000 0 0
David Yahalom 31,000 31,000 0 0
Guy Enyel 25,000 25,000 0 0
Michal Engel 25,000 25,000 0 0
Ana Soschin 84,000 84,000 0 0
Avner Livny 250,000 250,000 0 0
Alis Harel 250,000 250,000 0 0
Michael Assor 250,000 250,000 0 0
Orit Mor 10,000 10,000 0 0
Itzhak Efrat 250,000 250,000 0 0
Keren Asafrana 250,000 250,000 0 0
Pinhas Bitton 100,000 100,000 0 0
Eran Michaeli 50,000 50,000 0 0
Rivka Bitton 100,000 100,000 0 0
Zipora Gur Arie 150,000 150,000 0 0
Keren Vafner 10,000 10,000 0 0
Oron Stern 10,000 10,000 0 0
Avner Reifen 10,000 10,000 0 0
Shalom Koren 200,000 200,000 0 0
Karlinsky Ehud 10,000 10,000 0 0
Lilach Assor 100,000 100,000 0 0
Eyal Assor 250,000 250,000 0 0
Ron Natenzen 150,000 150,000 0 0
Simona Marvan 250,000 250,000 0 0
Arie Alter 10,000 10,000 0 0
Shlomit Ishay 10,000 10,000 0 0
Eli Sade 100,000 100,000 0 0
Ifat Linor 10,000 10,000
Eyal Linor 10,000 10,000 0 0
Ilana Shohat 100,000 100,000 0 0
Ofer Hovav 13,000 13,000 0 0
Yakov Alon 98,750 98,750 0 0
Yoel Katzir 10,000 10,000 0 0
Meir Shalom 98,750 98,750 0 0
Ana Levie 25,000 25,000 0 0
Yaffa Engel 50,000 50,000 0 0
--------- --------- -------- --------
Total 3,475,500 3,475,500 0 0
========= ========= ======== ========
None of the selling stockholders has a relationship with us other than as a
shareholder, has ever been one of our officers or directors, or is a
broker-dealer registered under the Securities Exchange Act, as amended, or an
affiliate of such a broker-dealer.
We may require the selling stockholders to suspend the sales of the securities
offered by this prospectus upon the occurrence of any event that makes any
statement in this prospectus, or the related registration statement, untrue in
any material respect, or that requires the changing of the statements in these
documents in order to make statements in those documents not misleading. We will
file a post-effective amendment to the registration statement to reflect any
such material changes to this prospectus.
GENERAL
There is no established public trading market for our common stock. Our
authorized capital stock consists of 100,000,000 shares of common stock, with
$0.0001 par value per share, and 50,000,000 shares of "blank check" preferred
stock, with $0.0001 par value per share. As of April 5, 2011, there were
8,475,500 shares of our common stock issued and outstanding that were held by 38
registered stockholders of record, and no shares of preferred stock issued and
outstanding.
13
COMMON STOCK
The following is a summary of the material rights and restrictions associated
with our common stock. This description does not purport to be a complete
description of all of the rights of our stockholders and is subject to, and
qualified in its entirety by, the provisions of our most current Articles of
Incorporation and Bylaws, which are included as exhibits to this Registration
Statement.
The holders of our common stock currently have (i) equal ratable rights to
dividends from funds legally available therefore, when, as and if declared by
the Board of Directors of the Company; (ii) are entitled to share ratably in all
of the assets of the Company available for distribution to holders of common
stock upon liquidation, dissolution or winding up of the affairs of the Company
(iii) do not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights applicable thereto; and (iv) are
entitled to one non-cumulative vote per share on all matters on which stock
holders may vote.
Our Bylaws provide that at all meetings of the stockholders for the election of
directors, a majority of the votes cast shall be sufficient to elect. On all
other matters, except as otherwise required by Nevada law or the Articles of
Incorporation, a majority of the votes cast at a meeting of the stockholders
shall be necessary to authorize any corporate action to be taken by vote of the
stockholders.
Please refer to the Company's Articles of Incorporation, Bylaws and the
applicable statutes of the State of Nevada for a more complete description of
the rights and liabilities of holders of the Company's securities.
BLANK CHECK PREFERRED STOCK
The following is a summary of the material rights and restrictions associated
with our preferred stock. This description does not purport to be a complete
description of all of the rights of our stockholders and is subject to, and
qualified in its entirety by, the provisions of our most current Articles of
Incorporation and Bylaws, which are included as exhibits to this Registration
Statement.
Our Board of Directors is authorized to determine or alter any or all of the
rights, preferences, privileges and restrictions granted to or imposed upon any
wholly unissued series of preferred stock and, within the limitations or
restrictions stated in any resolution or resolutions of the Board of Directors
originally fixing the number of shares constituting any series, to increase or
decrease (but not below the number of shares of any such series then
outstanding) the number of shares comprising any such series subsequent to the
issue of shares of that series, to set the designation of any series, and to
provide for rights and terms of redemption, conversion, dividends, voting
rights, and liquidation preferences of the shares of any such series.
NEVADA ANTI-TAKEOVER LAWS
The Nevada Business Corporation Law contains a provision governing "Acquisition
of Controlling Interest." This law provides generally that any person or entity
that acquires 20% or more of the outstanding voting shares of a publicly-held
Nevada corporation in the secondary public or private market may be denied
voting rights with respect to the acquired shares, unless a majority of the
disinterested stockholders of the corporation elects to restore such voting
rights in whole or in part. The control share acquisition act provides that a
person or entity acquires "control shares" whenever it acquires shares that, but
for the operation of the control share acquisition act, would bring its voting
power within any of the following three ranges: (1) 20 to 33 1/3%, (2) 33 1/3 to
50%, or (3) more than 50%. A "control share acquisition" is generally defined as
the direct or indirect acquisition of either ownership or voting power
associated with issued and outstanding control shares. The stockholders or board
of directors of a corporation may elect to exempt the stock of the corporation
from the provisions of the control share acquisition act through adoption of a
14
provision to that effect in the Articles of Incorporation or Bylaws of the
corporation. Our Articles of Incorporation and Bylaws do not exempt our common
stock from the control share acquisition act. The control share acquisition act
is applicable only to shares of "Issuing Corporations" as defined by the act. An
Issuing Corporation is a Nevada corporation, which; (1) has 200 or more
stockholders, with at least 100 of such stockholders being both stockholders of
record and residents of Nevada; and (2) does business in Nevada directly or
through an affiliated corporation.
At this time, we do not have 100 stockholders of record resident of Nevada.
Therefore, the provisions of the control share acquisition act do not apply to
acquisitions of our shares and will not until such time as these requirements
have been met. At such time as they may apply to us, the provisions of the
control share acquisition act may discourage companies or persons interested in
acquiring a significant interest in or control of the Company, regardless of
whether such acquisition may be in the interest of our stockholders.
The Nevada "Combination with Interested Stockholders Statute" may also have an
effect of delaying or making it more difficult to effect a change in control of
the Company. This statute prevents an "interested stockholder" and a resident
domestic Nevada corporation from entering into a "combination," unless certain
conditions are met. The statute defines "combination" to include any merger or
consolidation with an "interested stockholder," or any sale, lease, exchange,
mortgage, pledge, transfer or other disposition, in one transaction or a series
of transactions with an "interested stockholder" having; (1) an aggregate market
value equal to 5 percent or more of the aggregate market value of the assets of
the corporation; (2) an aggregate market value equal to 5 percent or more of the
aggregate market value of all outstanding shares of the corporation; or (3)
representing 10 percent or more of the earning power or net income of the
corporation. An "interested stockholder" means the beneficial owner of 10
percent or more of the voting shares of a resident domestic corporation, or an
affiliate or associate thereof. A corporation affected by the statute may not
engage in a "combination" within three years after the interested stockholder
acquires its shares unless the combination or purchase is approved by the board
of directors before the interested stockholder acquired such shares. If approval
is not obtained, then after the expiration of the three-year period, the
business combination may be consummated with the approval of the board of
directors or a majority of the voting power held by disinterested stockholders,
or if the consideration to be paid by the interested stockholder is at least
equal to the highest of: (1) the highest price per share paid by the interested
stockholder within the three years immediately preceding the date of the
announcement of the combination or in the transaction in which he became an
interested stockholder, whichever is higher; (2) the market value per common
share on the date of announcement of the combination or the date the interested
stockholder acquired the shares, whichever is higher; or (3) if higher for the
holders of preferred stock, the highest liquidation value of the preferred
stock. The effect of Nevada's business combination law is to potentially
discourage parties interested in taking control of us from doing so if it cannot
obtain the approval of our board of directors.
DIVIDEND POLICY
We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.
PLAN OF DISTRIBUTION
As of the date of this prospectus, there is no market for our securities. After
the date of this prospectus, we expect to have an application filed with the
Financial Industry Regulatory Authority for our common stock to be eligible for
trading on the OTC Bulletin Board. The selling stockholders will be offering our
shares of common stock at a fixed price of $0.03 per common share.
15
We are a "shell company" within the meaning of Rule 405, promulgated pursuant to
Securities Act, because we have nominal assets and nominal operations.
Accordingly, the securities sold in this offering can only be resold through
registration under Section 5 the Securities Act of 1933, pursuant to a valid
exemption from registration, or by meeting the conditions of Rule 144(i).
After our common stock becomes eligible for trading on the OTC Bulletin Board,
the shares of common stock being offered for resale by this prospectus may be
sold by the selling stockholders by one or more of the following methods,
without limitation:
* ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
* privately negotiated transactions;
* market sales (both long and short to the extent permitted under the
federal securities laws);
* at the market to or through market makers or into an existing market
for the shares;
* through transactions in options, swaps or other derivatives (whether
exchange listed or otherwise); and
* a combination of any of the aforementioned methods of sale.
In the event of the transfer by any of the selling stockholders of its shares of
common stock to any pledgee, donee or other transferee, we will amend this
prospectus and the registration statement of which this prospectus forms a part
by the filing of a post-effective amendment in order to have the pledgee, donee
or other transferee in place of the selling security holder who has transferred
his, her or its shares.
In effecting sales, brokers and dealers engaged by the selling stockholders may
arrange for other brokers or dealers to participate. Brokers or dealers may
receive commissions or discounts from a selling security holder or, if any of
the broker-dealers act as an agent for the purchaser of such shares, from a
purchaser in amounts to be negotiated which are not expected to exceed those
customary in the types of transactions involved. Before our common stock becomes
eligible for trading on the OTC Bulletin Board, broker-dealers may agree with a
selling security holder to sell a specified number of the shares of common stock
at a price per share of $0.03. After our common stock becomes eligible for
trading on the OTC Bulletin Board, broker-dealers may agree with a selling
security holder to sell a specified number of the shares of common stock at a
stipulated price per share. Such an agreement may also require the broker-dealer
to purchase as principal any unsold shares of common stock at the price required
to fulfill the broker-dealer commitment to the selling security holder if such
broker-dealer is unable to sell the shares on behalf of the selling security
holder. Broker-dealers who acquire shares of common stock as principal may
thereafter resell the shares of common stock from time to time in transactions
which may involve block transactions and sales to and through other
broker-dealers, including transactions of the nature described above. After our
common stock becomes eligible for trading on the OTC Bulletin Board, such sales
by a broker-dealer could be at prices and on terms then prevailing at the time
of sale, at prices related to the then-current market price or in negotiated
transactions. In connection with such re-sales, the broker-dealer may pay to or
receive from the purchasers of the shares commissions as described above.
The selling stockholders and any broker-dealers or agents that participate with
the selling stockholders in the sale of the shares of common stock is an
"underwriter" within the meaning of the Securities Act in connection with these
sales. In that event, any commissions received by the broker-dealers or agents
and any profit on the resale of the shares of common stock purchased by them may
be deemed to be underwriting commissions or discounts under the Securities Act.
From time to time, any of the selling stockholders may pledge shares of common
stock pursuant to the margin provisions of customer agreements with brokers.
Upon a default by a selling security holder, their broker may offer and sell the
pledged shares of common stock from time to time. After our common stock becomes
eligible for trading on the OTC Bulletin Board, upon a sale of the shares of
common stock, the selling stockholders intend to comply with the prospectus
16
delivery requirements under the Securities Act by delivering a prospectus to
each purchaser in the transaction. We intend to file any amendments or other
necessary documents in compliance with the Securities Act that may be required
in the event any of the selling stockholders defaults under any customer
agreement with brokers.
To the extent required under the Securities Act, a post effective amendment to
this registration statement will be filed disclosing the name of any
broker-dealers, the number of shares of common stock involved, the price at
which the shares of common stock is to be sold, the commissions paid or
discounts or concessions allowed to such broker-dealers, where applicable, that
such broker-dealers did not conduct any investigation to verify the information
set out or incorporated by reference in this prospectus and other facts material
to the transaction.
We and the selling stockholders will be subject to applicable provisions of the
Exchange Act and the rules and regulations under it, including, without
limitation, Rule 10b-5 and, insofar as a selling security holder is a
distribution participant and we, under certain circumstances, may be a
distribution participant, under Regulation M. All of the foregoing may affect
the marketability of the shares of common stock.
All expenses of the registration statement including, but not limited to, legal,
accounting, printing and mailing fees are and will be borne by us. Any
commissions, discounts or other fees payable to brokers or dealers in connection
with any sale of the shares of common stock will be borne by the selling
stockholders, the purchasers participating in such transaction, or both.
Any shares of common stock covered by this prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act, as amended, may be sold under
Rule 144 rather than pursuant to this prospectus.
PENNY STOCK RULES
The Securities Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in "penny stocks" as
such term is defined by Rule 15g-9. Penny stocks are generally equity securities
with a price of less than $5.00 (other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system provided that
current price and volume information with respect to transactions in such
securities is provided by the exchange or system).
The shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act. he shares will remain penny stock for the
foreseeable future. The classification of penny stock makes it more difficult
for a broker-dealer to sell the stock into a secondary market, which makes it
more difficult for a purchaser to liquidate his or her investment. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in our company will be subject to the penny stock rules.
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Commission, which: (i) contains a
description of the nature and level of risk in the market for penny stocks in
both public offerings and secondary trading; (ii) contains a description of the
broker's or dealer's duties to the customer and of the rights and remedies
available to the customer with respect to a violation to such duties or other
requirements of Securities' laws; (iii) contains a brief, clear, narrative
description of a dealer market, including bid and ask prices for penny stocks
and significance of the spread between the bid and ask price; (iv) contains a
toll-free telephone number for inquiries on disciplinary actions; (v) defines
significant terms in the disclosure document or in the conduct of trading in
penny stocks; and (vi) contains such other information and is in such form as
the Commission shall require by rule or regulation. The broker-dealer also must
provide to the customer, prior to effecting any transaction in a penny stock,
(i) bid and offer quotations for the penny stock; (ii) the compensation of the
broker-dealer and its salesperson in the transaction; (iii) the number of shares
to which such bid and ask prices apply, or other comparable information relating
to the depth and liquidity of the market for such stock; and (iv) monthly
account statements showing the market value of each penny stock held in the
customer's account.
17
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
those securities.
REGULATION M
During such time as we may be engaged in a distribution of any of the shares we
are registering by this registration statement, we are required to comply with
Regulation M. In general, Regulation M precludes any selling security holder,
any affiliated purchasers and any broker-dealer or other person who participates
in a distribution from bidding for or purchasing, or attempting to induce any
person to bid for or purchase, any security which is the subject of the
distribution until the entire distribution is complete. Regulation M defines a
"distribution" as an offering of securities that is distinguished from ordinary
trading activities by the magnitude of the offering and the presence of special
selling efforts and selling methods. Regulation M also defines a "distribution
participant" as an underwriter, prospective underwriter, broker, dealer, or
other person who has agreed to participate or who is participating in a
distribution.
Regulation M under the Exchange Act prohibits, with certain exceptions,
participants in a distribution from bidding for or purchasing, for an account in
which the participant has a beneficial interest, any of the securities that are
the subject of the distribution. Regulation M also governs bids and purchases
made in order to stabilize the price of a security in connection with a
distribution of the security. We have informed the selling stockholders that the
anti-manipulation provisions of Regulation M may apply to the sales of their
shares offered by this prospectus, and we have also advised the selling
stockholders of the requirements for delivery of this prospectus in connection
with any sales of the common stock offered by this prospectus.
DESCRIPTION OF BUSINESS
ORGANIZATION WITHIN THE LAST FIVE YEARS
On December 13, 2007, the Company was incorporated under the laws of the State
of Nevada. We are engaged in the business a providing of specialized healthcare
staffing to small and medium sized businesses.
Dr. Ely Steinberg has served as our President and Chief Executive Officer,
Secretary and Treasurer, from December 13, 2007, until the current date. Our
board of directors is comprised of two persons: Dr. Ely Steinberg and Dr. Jacob
Bar-Ilan.
We are authorized to issue 100,000,000 shares of common stock, par value $0.0001
per share, and 50,000,000 shares of preferred stock, par value $0.0001 per
share.
Pursuant to stock a Subscription Agreement dated December 13, 2007, we offered
and sold 2,500,000 shares of our common stock to Ely Steinberg our President and
a Director, at a purchase price of $0.0001 per share, for aggregate proceeds of
$250. Pursuant to stock a Subscription Agreement dated December 13, 2007, we
offered and sold 2,500,000 shares of our common stock to Dr. Jacob Bar-Ilan our
Secretary, Treasurer and a Director, at a purchase price of $0.0001 per share,
for aggregate proceeds of $250. Between December 2009 and January 2010, we
accepted subscriptions for 3,475,500 shares of our common stock from 36
investors at a purchase price of $0.02 per share, for aggregate proceeds of
$69,510.
IN GENERAL
We intend to provide specialized healthcare staffing to small and medium sized
medical businesses. We intend to provide healthcare staffing solutions as
follows:
18
* Contract
* Contract to Hire
* Direct Hire
* Payrolling
We intend to provide contract (temporary) employees for a number of positions in
the organization. Our services are designed to enable medical and health service
providers to hire staff on a temporary basis for a particular project or as a
replacement for an employee on leave. The use of temporary staff is beneficial
as it is economical and saves time. We help clients search for the ideal
candidate in the given circumstances as there is a demand for excellence in
healthcare recruitment, retention and customer care. Additionally, we manage and
evaluate the performances of the employees provided. In addition, we cover all
the taxes and contend with all issues of unemployment.
We intend to provide for employees on a contract-to-hire basis. This would
enable our clients to assess the capabilities of the employee for a specified
period of time and judge whether he is suited to the company. We offer various
arrangements that will allow our clients to hire employees at a reduced fee or
no fee after a specified period of time.
We intend to provide direct hire services for our clients. By learning the
unique dynamics specific to the healthcare industry, we are able to locate
candidates whose skills are the perfect professional fit. Our service includes
hires in administration, information technology, sales and at the executive
level. We work within our clients' budgetary constraints and offer a six month
guarantee on most of our placements.
We offer payrolling services for our clients as well. We search for the ideal
candidates and place them on our payrolls. In addition, we take full
responsibility for Workers' and Unemployment Compensation, government taxes and
compliance with applicable laws.
All of our healthcare staffing services are currently available and are offered
by us. We have not, however, begun to market our healthcare staffing services.
We do not require any additional funds in order to continue offering a providing
our healthcare services.
We do not expect to generate revenues until and when we are able to obtain
clients from our planned advertising campaign, which is expected to commence in
April 2011. Our anticipated costs for the next 12 months are $69,000 of which we
paid $9,280 to date. Our management believes that we have sufficient capital to
operate our business for the next 12 months. If we are unable, as a minimum to
break even within 12 months of the effectiveness of the registration statement,
we may have to suspend or cease operations. At the present time, we have not
made any arrangements to raise additional cash. If we need additional funds, we
may seek to obtain additional funds through additional private placement(s) of
our securities or loans. We have no other financing plans at this time.
We have no current plans, proposals or arrangements, written or otherwise, to
seek a business combination with another entity in the near future.
MARKET OPPORTUNITY
The US Department of Labor Statistics has predicted that more than half of
American employees will be employed by Professional Employer Organizations
(PEO). http://www.bls.gov/oco/cg/cgs035.htm. The PEO industry generates
approximately $51 billion in gross revenues each year. See:
http://www.employhr.com/hr-library/the-peo-industry.
Healthcare staffing represented 14% of the temporary market in 2009, as compared
to 11% in 2005. The healthcare industry is expected to generate 3.2 million new
wage and salary jobs between 2008 and 2018, largely due to the rapid growth in
the aging population. See: http://www.staffingindustry.com/ME2/dirmod.asp?sid=&
nm=Corprate+Member+Topics&type=MultiPublishing&mod=PublishingTitles&mid=6EECC0
FE471F4CA995CE2A3E9A8E4207&tier=4&id=2BEC258C20C24FC89258AFD0FD370687.
19
MARKETING & SALES STRATEGY
We plan to focus our marketing efforts in North America. Our management, and
particularly our Secretary and Director, Dr. Jacob Bar-Ilan, will be responsible
for executing our marketing plan. We have budgeted $15,000 toward these efforts
over the next 12 months. Our target market is small sized and medium sized
medical business.
We intend to employ the following techniques to obtain customers:
SEARCH ENGINES: Once we completed the development of our website, we plan to
submit it to search engines that robotically index the Web. Such search engines
include Google, Yahoo, MSN, AOL Search, and Ask.com. Some of these feed search
content to the other main search engines and portal sites.
RECIPROCAL LINKS: We plan to find complementary websites and request a
reciprocal link to our website.
INTERNET MARKETING: We plan to conduct Internet marketing such as advertising on
professional forums, email campaigns, web advertising, e-newsletters, online
public relations and issuing press releases.
COMPETITION
The healthcare staffing and recruitment services industry is highly competitive.
Assuming our company grows. we will face competitors that have longer operating
histories, larger financial, sales, marketing and technological resources than
we do.
Assuming our company grows, some of our competitors could be competitors in the
management services, travel nurse, allies and locum tenens staffing sectors,
such as AMN Healthcare, Cross Country Healthcare, Maxim Healthcare Services,
Medfinders and LocumTenes.com.
AMN Healthcare and Cross Country Healthcare constitute half of the travel nurse
market, while Maxim Healthcare and MSN make up approximately 18% of the per diem
market.
COMPLIANCE WITH GOVERNMENT REGULATION
We will be required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the operation of temporary
healthcare staffing services in any jurisdiction which we would conduct
activities. Our business, temporary healthcare staffing, is regulated in most
states. For example, in some states, healthcare staffing businesses must be
registered to operate and advertise as a nurse-staffing agency or must qualify
for an exemption from registration in those states. We are also subject to
certain laws and regulations applicable general temporary staffing services in
any jurisdiction in which we operate. We must also comply with various laws and
regulations relating to pay practices, workers compensation and immigration, if
applicable.
We do not believe that government regulation will have a material impact on the
way we conduct our business, however, any government regulation imposing sales
taxes or increase sales tax rates on temporary healthcare staffing services
could result in a decline in the use of the temporary healthcare staffing
services, which could harm our business and operating results.
INTELLECTUAL PROPERTY
We have not filed for any protection of our trademark, and we do not have any
other intellectual property.
RESEARCH AND DEVELOPMENT
We did not incur any research and development expenses during the period from
December 13, 2007 (inception) to year ended December 31, 2010.
20
EMPLOYEES
We currently have no employees.
OUR EXECUTIVE OFFICES
Our executive offices are located at 33 Herzel St., Ra'anana, Israel 43353. This
office is approximately 500 square feet in size and is provided to us free of
charge by our director and officer, Dr. Jacob Bar-Ilan. As of the date of this
prospectus, we had not entered into any lease agreement for the office. We do
not plan to recognize any rent expenses for this office.
LEGAL PROCEEDINGS
There are no pending legal proceedings to which the Company is a party or in
which any director, officer or affiliate of the Company, any owner of record or
beneficially of more than 5% of any class of voting securities of the Company,
or security holder is a party adverse to the Company or has a material interest
adverse to the Company.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
ADMISSION TO QUOTATION ON THE OTC BULLETIN BOARD
We intend to have our common stock be quoted on the OTC Bulletin Board. If our
securities are not quoted on the OTC Bulletin Board, a security holder may find
it more difficult to dispose of, or to obtain accurate quotations as to the
market value of our securities. The OTC Bulletin Board differs from national and
regional stock exchanges in that: (i) it is not situated in a single location
but operates through communication of bids, offers and confirmations between
broker-dealers, and (ii) securities admitted to quotation are offered by one or
more Broker-dealers rather than the "specialist" common to stock exchanges.
To qualify for quotation on the OTC Bulletin Board, an equity security must have
one registered broker-dealer, known as the market maker, willing to list bid or
sale quotations and to sponsor the company listing. We do not yet have an
agreement with a registered broker-dealer, as the market maker, willing to list
bid or sale quotations and to sponsor the Company listing. If the Company meets
the qualifications for trading securities on the OTC Bulletin Board our
securities will trade on the OTC Bulletin Board until a future time, if at all,
that we apply and qualify for admission to quotation on the NASDAQ Capital
Market. We may not now and it may never qualify for quotation on the OTC
Bulletin Board or be accepted for listing of our securities on the NASDAQ
Capital Market.
TRANSFER AGENT
We have not retained a transfer agent to serve as transfer agent for shares of
our common stock. Until we engage such a transfer agent, we will be responsible
for all record-keeping and administrative functions in connection with the
shares of our common stock.
HOLDERS
As of April 5, 2011, the Company had 8,475,500 shares of our common stock issued
and outstanding held by 38 holders of record.
The selling stockholders are offering hereby up to 3,475,500 shares of common
stock at fixed price of $0.03 per share.
DIVIDEND POLICY
We have not declared or paid dividends on our common stock since our formation,
and we do not anticipate paying dividends in the foreseeable future. Declaration
or payment of dividends, if any, in the future, will be at the discretion of our
Board of Directors and will depend on our then current financial condition,
results of operations, capital requirements and other factors deemed relevant by
the Board of Directors. There are no contractual restrictions on our ability to
21
declare or pay dividends. See the Risk Factor entitled "Because we do not intend
to pay any cash dividends on our common stock, our stockholders will not be able
to receive a return on their shares unless they sell them."
SECURITIES AUTHORIZED UNDER EQUITY COMPENSATION PLANS
We have no equity compensation or stock option plans. We may in the future adopt
a stock option plan as our developmental activities progress.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
Certain statements contained in this prospectus, including statements regarding
the anticipated development and expansion of our business, our intent, belief or
current expectations, primarily with respect to the future operating performance
of the Company and the products we expect to offer and other statements
contained herein regarding matters that are not historical facts, are
"forward-looking" statements. Future filings with the Securities and Exchange
Commission, future press releases and future oral or written statements made by
us or with our approval, which are not statements of historical fact, may
contain forward-looking statements, because such statements include risks and
uncertainties, actual results may differ materially from those expressed or
implied by such forward-looking statements.
All forward-looking statements speak only as of the date on which they are made.
We undertake no obligation to update such statements to reflect events that
occur or circumstances that exist after the date on which they are made.
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2010 we had $58,579 in cash and current assets, zero current
liabilities and a working capital surplus of $58,579. As of December 31, 2010 we
had total assets of $58,579.
During the period from December 13, 2007 (inception) to December 31, 2010 we
spent $11,432 cash on operating activities and received net cash of $70,010 from
financing activities comprised entirely of sales of our equity securities.
During the year ended December 31, 2010 we spent net cash of $13,246 on
operating activities and received $65,210 of funds from financing activities.
During the period from December 13, 2007 (inception) to December 31, 2010 we
experienced a $58,579 net increase in cash. During the year ended December 31,
2010 we experienced a $51,964 net increase in cash compared to $6,115 as at
December 31, 2009.
We estimate that our expenses over the next 12 months (beginning February 2011)
will be approximately $69,000 as described in the table below. These estimates
may change significantly depending on the nature of our future business
activities and our ability to raise capital from shareholders or other sources.
Estimated Estimated
Description Completion Date Expenses ($)
----------- --------------- ------------
Legal, accounting and filing fees 12 months 33,503
Printing and miscellaneous 12 months 497
Consultants and Salaries 12 months 11,000(1)
Corporate Website 12 months 4,000
Marketing and advertising 12 months 15,000
General and administrative expenses 12 months 5,000
-------
TOTAL $69,000
=======
----------
(1) $9,280 paid to date.
We expect to have sufficient cash to finance our above mentioned expenses. In
case our forecast of sufficient cash balance does not materialize, our ability
to generate revenues might be affected.
Our primary priority will be to retain our reporting status with the SEC which
means that we will first ensure that we have sufficient capital to cover our
legal and accounting expenses. Once these costs are accounted for, in accordance
22
with how much cash we are able to retain, we will focus on meeting all our
planned expenses.
We plan to implement the below business actions in the order provided below. If
there is any unforeseen shortage of funds, we will prioritize our corporate
activities as chronologically laid out below because the activity which needs to
be undertaken in the initial months is prerequisite for future operations. We
anticipate that the implementation of our business will occur as follows:
JANUARY 2011 TO MARCH 2011
* Finalize logo, banner, letterheads, and office documents.
* Hire a third-party website developer to design our corporate website.
* Design the marketing materials
* Identify marketing channels.
We have completed the design of our logo, banner, letterheads and office
documents; total cost of approximately $970. We have hired a third-party website
developer to design our corporate website at a cost of approximately $3,500, to
be completed by the end of March 2011. The website is designed to provide
information only about our company and services. Our management is preparing the
marketing materials and identifying the marketing channels (direct mailing to
small and medium sized businesses and websites to place banners) with
consultation with an expert we identified, which will cost approximately $2,000.
In parallel, our management is actively marketing our services to their
professional contacts on an on-going basis at no cost to us.
APRIL 2011 TO OCTOBER 2011
* Advertise our service and brand
* Locate potential customers who would be interested in our services
* Tie up with medical professionals who will be placed in the customers'
offices
* Gain competitive intelligence.
We plan to advertise our service and brand by using Google Adwords program in
order to drive traffic to our own website. We plan to take advantage of the
well-established Google Adwords marketing program which places online ads on the
search result pages of Internet users. We have budgeted $2,000 for this purpose.
We plan to seek candidates by posting ads on Monster.com's healthcare, a global
online employment solution for people seeking jobs and employers who need
people. Initially we plan to post three ads at a cost of $1,065.
We identified D&A (http://www.dainfo.com/solutions/competitive-intelligence/) in
Israel, to provide us with a competitive intelligence study, at a cost of
$2,000.
NOVEMBER 2011 TO DECEMBER 2011
* Market our services to large/medium sized care centers and hospital
* Keep our initial pricing at a competitive level
* We estimate the ability to generate revenues starting in the last 2
months of 2011.
Our management will start our marketing efforts by compiling a database of 450
medium-sized care centers and hospitals and the name and contacts of their
presidents and chief financial officers. We will print brochures and marketing
collateral at a cost of $3,500 and mail out packages to the contacts.
We believe we will generate revenues by the end of 2011; we do not believe these
revenues will exceed our cost this year. Our revenues will be impacted by the
how successful and well targeted was the execution of our marketing campaign,
the general condition of the economy, our ability to attract healthcare
professionals and the number of customers we will attract. On average we expect
to earn between 10%-20% markup on our cost. For example, given a salary cost of
a laboratory technician to us of $3,000 marked up by 15% will generate revenues
of $450 per month. We estimate that 5% of our targeted market of 450
medium-sized care centers and hospitals, which equals to 22 medium-sized care
centers and hospitals, will engage our services with a least one staff person
that generates us at $450 per month, equals to $9,900 per month in the
aggregate.
23
RESULTS OF OPERATIONS FOR THE PERIOD FROM INCEPTION TO DECEMBER 31, 2010
LACK OF REVENUES
We have limited operational history. From our inception on December 13, 2007 to
December 31, 2010 we did not generate any revenues. We anticipate that we will
incur substantial losses for the foreseeable future and our ability to generate
any revenues in the next 12 months continues to be uncertain.
EXPENSES
For the period from December 13, 2007 (inception) to December 31, 2010 we
incurred expenses of $11,432, consisting of primarily general and administrative
expenses.
RESULTS OF OPERATIONS FOR YEAR ENDED DECEMBER 31, 2010
LACK OF REVENUES
We have limited operational history. We did not generate any revenues during the
year ended December 31, 2010. We anticipate that we will incur substantial
losses for the foreseeable future and our ability to generate any revenues in
the next 12 months continues to be uncertain.
EXPENSES
For the period from December 13, 2007 (inception) to December 31, 2010 we
incurred expenses of $9,496, of primarily general and administrative expenses
consisting of a bonus payment of $4,640 to each of our directors and $216 of
bank charges.
During the year ended December 31, 2010 our net loss was $13,246. For the period
from December 13, 2007 (inception) to December 31, 2010 our net loss was
$11,432.
OFF-BALANCE SHEET ARRANGEMENTS
We have no significant off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in our financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to our
stockholders.
INFLATION
The effect of inflation on our revenues and operating results has not been
significant.
CRITICAL ACCOUNTING POLICIES
Our financial statements are affected by the accounting policies used and the
estimates and assumptions made by management during their preparation. A
complete listing of these policies is included in Note 2 of the notes to our
financial statements for the period from December 13, 2007 (inception) to
December 31, 2010. We have identified below the accounting policies that are of
particular importance in the presentation of our financial position, results of
operations and cash flows, and which require the application of significant
judgment by management.
USE OF ESTIMATES
The preparation of consolidated financial statements in conformity with United
States generally accepted accounting principles 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 consolidated financial statements and the reported amounts of revenues and
expenses during the reporting period. We regularly evaluate estimates and
assumptions related to deferred income tax asset valuation allowances. We base
our estimates and assumptions on current facts, historical experience and
various other factors that we believes to be reasonable under the circumstances,
24
the results of which form the basis for making judgments about the carrying
values of assets and liabilities and the accrual of costs and expenses that are
not readily apparent from other sources. The actual results experienced by us
may differ materially and adversely from our estimates. To the extent there are
material differences between the estimates and the actual results, future
results of operations will be affected.
FOREIGN CURRENCY TRANSLATION
Our operations are in the United States and Israel, which results in exposure to
market risks from changes in foreign currency rates. The financial risk is the
risk to our operations that arise from fluctuations in foreign exchange rates
and the degree of volatility of these rates. The Company's functional and
reporting currency is the United States dollar. Monetary assets and liabilities
denominated in foreign currencies are translated in accordance with ASC 830,
Foreign Currency Translation Matters, using the exchange rate prevailing at the
balance sheet date. Gains and losses arising on settlement of foreign currency
denominated transactions or balances are included in the determination of
income. Foreign currency transactions are primarily undertaken in Israeli
Shekels. The Company has not, to the date of these financial statements, entered
into derivative instruments to offset the impact of foreign currency
fluctuations.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
We have not had any changes in or disagreements with our independent public
accountants during the last two fiscal years.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The Directors and Officers currently serving our Company is as follows:
Name (1) Age Positions and Offices
-------- --- ---------------------
Dr. Ely Steinberg 57 President and Director
Dr. Jacob Bar-Ilan 53 Secretary, Treasurer and Director
----------
(1) Unless otherwise noted, the address of each person or entity listed is c/o
Conex MD, Inc., 33 Herzel St., Ra'anana, Israel 43353.
The directors named above will serve until the next annual meeting of the
stockholders or until his respective resignation or removal from office.
Thereafter, directors are anticipated to be elected for one-year terms at the
annual stockholders' meeting. Officers will hold their positions at the
discretion of the Board of Directors, absent any employment agreement, of which
none currently exists or is contemplated.
DR. ELY STEINBERG, AGE 57
Dr. Ely Steinberg is a co-founder of Conex MD, Inc. with Dr. Jacob Bar-Ilan and
has served as our President and a Director since December 13, 2007. Since 1985,
Dr. Steinberg has been an Instructor in Orthopaedic Surgery at Tel Aviv
University, Israel. 2010, Dr. Steinberg served as Deputy of the Orthopaedic
Department, Soyrasky Tel-Aviv Medical Center in Tel Aviv, and from 2008 until
2010, served as Director of that same department. From 2004 until 2008, Dr.
Steiberg was a Lecturer at Tel Aviv University, and from 1999 until 2001, he
served as Secretary, Postgraduate Course, Orthopaedic Program at Tel Aviv
University. From 1975 until 1977, Dr. Steinberg attended the School of Medicine,
IMF in Bucharest, Romania, and from 1977 until 1980 he attended Technion, Haifa
Medical School of Israel. From 1980 until 1981, Dr. Steinberg completed his
residency at Shiba Medical Center of Israel. From 1982 to 1987, Dr. Bar-Ilan
attended the Postgraduate School of Medicine of Tel Aviv, receiving a Diploma in
Orthopaedics and a Specialization Certificate in 1985. In 1996, Dr. Steinberg
completed an AO - Trauma Fellowship at the Hospital of Special Surgery in New
York. Dr. Steinberg is a frequent speaker in orthopedics and is the author of
numerous publications in his field of practice, co-authoring numerous articles,
case reports, papers, abstract and chapters of books. These experiences,
qualifications and attributes have led to our conclusion that Dr. Steinberg
should be serving as a member of our Board of Directors in light of our business
and structure.
25
DR. JACOB BAR-ILAN, AGE 53
Dr. Jacob Bar-Ilan is a co-founder of Conex MD, Inc. with Dr. Ely Steinberg and
has served as our Secretary, Treasurer and a Director since December 13, 2007.
Since 2000, Dr. Bar-Ilan has served as manager of Ergent Medical Center in Ramat
Hasharon, Israel. From 1995 until 2000, he served as a Senior Orthopaedic
Surgeon in the Department of Orthopaedic Traumatology at Ichilov Hospital in Tel
Aviv, Israel. Since 2002, Dr. Bar-Ilan has also been the owner and manager of
Orthobar Medical Services Ltd., a major seller of synthetic cast and orthopedic
accessories in Israel. Since 2007, Dr. Bar-Ilan has also been the owner and
manager of Medicbar Ltd., a professional medical consultant and provider of
expert witness testimony regarding medical opinions for courts. From 1980 to
1987, Dr. Bar-Ilan attended Technion, Haifa Medical School of Israel and
completed his residency at Belison Medical Center and Petach Tikva of Israel.
From 1990 to 1995 Dr. Bar-Ilan attended the Postgraduate School of Medicine of
Tel Aviv, receiving a Diploma in Orthopaedics and a Specialization Certificate
in 1995. These experiences, qualifications and attributes have led to our
conclusion that Dr. Bar-Ilan should be serving as a member of our Board of
Directors in light of our business and structure.
DIRECTOR INDEPENDENCE
Our board of directors is currently composed of two members, neither of whom
qualifies as an independent director in accordance with the published listing
requirements of the NASDAQ Global Market (the Company has no plans to list on
the NASDAQ Global Market). The NASDAQ independence definition includes a series
of objective tests, such as that the director is not, and has not been for at
least three years, one of our employees and that neither the director, nor any
of his family members has engaged in various types of business dealings with us.
In addition, our board of directors has not made a subjective determination as
to our directors that no relationships exist which, in the opinion of our board
of directors, would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director, though such subjective
determination is required by the NASDAQ rules. Had our board of directors made
these determinations, our board of directors would have reviewed and discussed
information provided by our director and us with regard to our director's
business and personal activities and relationships as they may relate to us and
our management.
SIGNIFICANT EMPLOYEES AND CONSULTANTS
Our two officers and directors, Dr. Ely Steinberg and Dr. Jacob Bar-Ilan, are
not employees of the Company. Both of Dr. Steinberg and Dr. Bar-Ilan are an
independent contractor/consultant to the Company. We currently have no
employees.
CONFLICTS OF INTEREST
Since we do not have an audit or compensation committee comprised of independent
directors, the functions that would have been performed by such committees are
performed by our Board of Directors. The Board of Directors has not established
an audit committee and does not have an audit committee financial expert, nor
has the Board established a nominating committee. The Board is of the opinion
that such committees are not necessary since the Company is an early development
stage company and has only two directors, and to date, such two directors have
been performing the functions of such committees. Thus, there is a potential
conflict of interest in that our directors have the authority to determine
issues concerning management compensation, nominations, and audit issues that
may affect management decisions.
Other than as described above, we are not aware of any other conflicts of
interest of our executive officers and directors.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
There are no legal proceedings that have occurred since our incorporation
concerning our directors which involved a criminal conviction, a criminal
proceeding, an administrative or civil proceeding limiting one's participation
in the securities or banking industries, or a finding of securities or
commodities law violations.
26
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The table below summarizes all compensation awarded to, earned by, or paid to
our officers for all services rendered in all capacities to us for the fiscal
periods indicated.
Name and Non-Equity Nonqualified
Principal Stock Option Incentive Plan Deferred All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Compensation($) Compensation($) Total($)
-------- ---- --------- -------- --------- --------- --------------- --------------- --------------- --------
Dr. Ely 2010 0 0 0 0 0 0 0 0
Steinberg (1) 2009 0 0 0 0 0 0 0 0
Dr. Jacob 2010 0 0 0 0 0 0 0 0
Bar-Ilan (2) 2009 0 0 0 0 0 0 0 0
----------
(1) President and Director since December 13, 2007. Bonus of $4,640 paid as a
Director in 2010.
(2) Secretary, Treasurer and Director since December 13, 2007. Bonus of $4,640
paid as a Director in 2010.
None of our directors have received monetary compensation since our inception to
the date of this prospectus. We currently do not pay any compensation to our
director serving on our board of directors.
STOCK OPTION GRANTS
We have not granted any stock options to our executive officer since our
inception. Upon the further development of our business, we will likely grant
options to directors and officers consistent with industry standards for
development stage companies.
EMPLOYMENT AGREEMENTS
The Company is not a party to any employment agreement and has no compensation
agreement with either of its two officers and directors, Dr. Ely Steinberg and
Dr. Jacob Bar-Ilan.
DIRECTOR COMPENSATION
The following table sets forth director compensation for the year ended December
31, 2010:
Fees Nonqualified
Earned Non-Equity Deferred
Paid in Stock Option Incentive Plan Compensation All Other
Name Cash($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
---- ------- --------- --------- --------------- ----------- --------------- --------
Dr. Ely $4,640(1) 0 0 0 0 0 0
Steinberg
Dr. Jacob $4,640(1) 0 0 0 0 0 0
Bar-Ilan
----------
(1) One-time bonus payment
27
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table lists, as of April 5, 2011, the number of shares of common
stock of our Company that are beneficially owned by (i) each person or entity
known to our Company to be the beneficial owner of more than 5% of the
outstanding common stock; (ii) each officer and director of our Company; and
(iii) all officers and directors as a group. Information relating to beneficial
ownership of common stock by our principal stockholders and management is based
upon information furnished by each person using "beneficial ownership" concepts
under the rules of the Securities and Exchange Commission. Under these rules, a
person is deemed to be a beneficial owner of a security if that person has or
shares voting power, which includes the power to vote or direct the voting of
the security, or investment power, which includes the power to vote or direct
the voting of the security. The person is also deemed to be a beneficial owner
of any security of which that person has a right to acquire beneficial ownership
within 60 days. Under the Securities and Exchange Commission rules, more than
one person may be deemed to be a beneficial owner of the same securities, and a
person may be deemed to be a beneficial owner of securities as to which he or
she may not have any pecuniary beneficial interest. Except as noted below, each
person has sole voting and investment power.
The percentages below are calculated based on 8,475,500 shares of our common
stock issued and outstanding as of April 5, 2011. We do not have any outstanding
warrants, options or other securities exercisable for or convertible into shares
of our common stock.
Name and Address of Number of Shares Percent of
Title of Class Beneficial Owner(1) Owned Beneficially Class Owned
-------------- ------------------- ------------------ -----------
Common Stock: Dr. Ely Steinberg (2) 2,500,000 29.5%
Common Stock: Dr. Jacob Bar-Ilan (3) 2,500,000 29.5%
--------- ----
All executive officers and directors
as a group 5,000,000 59.0%
========= ====
----------
(1) Unless otherwise noted, the address of each person or entity listed is c/o
Conex MD, Inc., 33 Herzel St., Ra'anana, Israel 43353.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to stock a Subscription Agreement dated December 13, 2007, we offered
and sold 2,500,000 shares of our common stock to Ely Steinberg our President and
a Director, at a purchase price of $0.0001 per share, for aggregate proceeds of
$250.
Pursuant to stock a Subscription Agreement dated December 13, 2007, we offered
and sold 2,500,000 shares of our common stock to Dr. Jacob Bar-Ilan our
Secretary, Treasurer and a Director, at a purchase price of $0.0001 per share,
for aggregate proceeds of $250.
None of our two officers and directors, Dr. Steinberg and Dr. Bar-Ilan, have a
consulting agreement with us.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Our Bylaws provide to the fullest extent permitted by law that our directors or
officers, former directors and officers, and persons who act at our request as a
director or officer of a body corporate of which we are a shareholder or
creditor shall be indemnified by us. We believe that the indemnification
provisions in our By-laws are necessary to attract and retain qualified persons
as directors and officers.
28
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
provisions described above, or otherwise, we have been advised that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than our payment of expenses
incurred or paid by our director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the Commission a Registration Statement on Form S-1, under
the Securities Act of 1933, as amended, with respect to the securities offered
by this prospectus. This prospectus, which forms a part of the registration
statement, does not contain all the information set forth in the registration
statement, as permitted by the rules and regulations of the Commission. For
further information with respect to us and the securities offered by this
prospectus, reference is made to the registration statement. We do not file
reports with the Securities and Exchange Commission, and we will not otherwise
be subject to the proxy rules. The registration statement and other information
may be read and copied at the Commission's Public Reference Room at 100 F
Street, N.E., Washington, D.C. 20549. The public may obtain information on the
operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. The Commission maintains a web site at http://www.sec.gov that
contains reports and other information regarding issuers that file
electronically with the Commission.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Weinberg & Baer LLC, is our registered independent public accounting firm. There
have not been any changes in or disagreements with accountants on accounting and
financial disclosure or any other matter.
29
CONEX MD, INC.
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm F-2
Balance Sheets F-3
Statements of Operations F-4
Statements of Stockholders' Equity F-5
Statements of Cash Flows F-6
Notes to Financial Statements F-7
F-1
REPORT OF REGISTERED INDEPENDENT AUDITORS
To the Board of Directors and Stockholders
of Conex MD, Inc..:
We have audited the accompanying balance sheets of Conex MD, Inc.. (a Nevada
corporation in the development stage) as of December 31, 2010 and 2009, and the
related statements of operations, stockholders' equity, and cash flows for the
years ended December 31, 2010 and 2009, and from inception (December 13, 2007)
through December 31, 2010. 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 audit.
We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. 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 Conex MD, Inc.. as of December
31, 2010 and 2009, and the results of its operations and its cash flows for the
years ended December 31, 2010 and 2009, and from inception (December 13, 2007)
through December 31, 2010, in conformity with accounting principles generally
accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 6 to the
financial statements, the Company is in the development stage, and has not
established any source of revenue to cover its operating costs. As such, it has
incurred an operating loss since inception. Further, as of December 31, 2010,
the cash resources of the Company were insufficient to meet its planned business
objectives. These and other factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plan regarding these
matters is also described in Note 6 to the financial statements. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Respectfully submitted,
/s/ Weinberg & Baer LLC
----------------------------------
Weinberg & Baer LLC
Baltimore, Maryland
January 9, 2011
F-2
CONEX MD, INC.
(A Development Stage Company)
BALANCE SHEETS
December 31, December 31,
2010 2009
-------- --------
ASSETS
Current Assets:
Cash $ 58,579 $ 6,615
-------- --------
Total current assets 58,579 6,615
-------- --------
Total assets $ 58,579 $ 6,615
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Obligation to Issue Common Stock $ -- $ 4,300
-------- --------
Total liabilities -- 4,300
-------- --------
Stockholders' Equity:
Preferred stock, 50,000,000 shares authorized, par value $0.0001,
no shares issued or outstanding --
Common stock, 100,000,000 shares authorized, par value $0.0001,
8,475,500 and 5,215,000 shares issued and outstanding, respectively 848 500
Additional paid in capital 69,162 --
Retained earnings (deficit) accumulated during the development stage (11,431) 1,815
-------- --------
Total stockholders' equity 58,579 2,315
-------- --------
Total liabilities and stockholders' equity $ 58,579 $ 6,615
======== ========
The accompanying notes are an integral part of these financial statements.
F-3
CONEX MD, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
December 13, 2007
Year ended Year ended (Inception) to
December 31, December 31, December 31,
2010 2009 2010
---------- ---------- ----------
Revenue $ -- $ -- $ --
General and Administrative 9,496 -- 9,496
---------- ---------- ----------
Operating loss (9,496)- (9,496)
---------- ---------- ----------
Foreign currency gain (loss) (3,750) 1,815 (1,936)
---------- ---------- ----------
Income (loss) before income taxes (13,246) 1,815 (11,432)
Provision for Income Taxes -- -- --
---------- ---------- ----------
Net income (loss) $ (13,246) $ 1,815 $ (11,432)
========== ========== ==========
Basic and Diluted Income
(Loss) Per Common Share a a a
========== ========== ==========
Weighted Average Number of
Common Shares Outstanding 6,742,511 5,000,000 5,153,516
========== ========== ==========
a = less than $.01 per share
The accompanying notes are an integral part of these financial statements.
F-4
CONEX MD, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
Retained
Earnings
(Deficit)
Accumulated
Common Stock Additional During the Total
------------------ Paid in Development Stockholders'
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------
BALANCES - DECEMBER 13, 2007 (INCEPTION) -- $ -- $ -- $ -- $ --
Common stock issued to directors for cash
on December 13, 2007 ($0.0001) 5,000,000 500 -- -- 500
--------- ------ -------- --------- --------
BALANCE DECEMBER 31, 2008 5,000,000 500 -- -- 500
Net income for the year -- -- -- 1,815 1,815
--------- ------ -------- --------- --------
BALANCE DECEMBER 31, 2009 5,000,000 500 -- 1,815 2,315
Common stock issued for cash received
in 2009 ($0.02) 215,000 22 4,278 -- 4,300
Common stock issued for cash ($0.02) 3,260,500 326 64,884 -- 65,210
Net loss for the year -- -- -- (13,246) (13,246)
--------- ------ -------- --------- --------
BALANCE DECEMBER 31, 2010 8,475,500 $ 848 $ 69,162 $ (11,431) $ 58,579
========= ====== ======== ========= ========
The accompanying notes are an integral part of these financial statements.
F-5
CONEX MD, INC.
(A Development Stage Company)
STATEMENTS OF CASHFLOWS
December 13, 2007
Year ended Year ended (Inception) to
December 31, December 31, December 31,
2010 2009 2010
-------- -------- --------
OPERATING ACTIVITIES:
Net income (loss) $(13,246) $ 1,815 $(11,432)
-------- -------- --------
Net cash provided by (used in) operating activities (13,246) 1,815 (11,432)
-------- -------- --------
FINANCING ACTIVITIES:
Proceeds from common stock subscriptions 65,210 4,300 70,010
-------- -------- --------
Cash provided by financing activities 65,210 4,300 70,010
-------- -------- --------
Net Increase in Cash 51,964 6,115 58,578
Cash, Beginning of Period 6,615 500 --
-------- -------- --------
Cash, End of Period $ 58,579 $ 6,615 $ 58,578
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest $ -- $ -- $ --
======== ======== ========
Income taxes $ -- $ -- $ --
======== ======== ========
The accompanying notes are an integral part of these financial statements.
F-6
CONEX MD, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2010
NOTE 1. GENERAL ORGANIZATION AND BUSINESS
The Company was incorporated under the laws of the state of Nevada on December
13, 2007. The Company has limited operations and is considered a development
stage company and has not yet realized any revenues from its planned operations.
Conex MD is a provider of specialized healthcare staffing to small and medium
sized businesses. We intend to recruit healthcare professionals on assignments
of varied duration and in permanent positions with clients in the United States.
Our service includes hires in administration, information technology, sales and
at the executive level.
As a development stage enterprise, the Company discloses the retained earnings
or deficit accumulated during the development stage and the cumulative
statements of operations and cash flows from inception to the current balance
sheet date.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a December 31 fiscal year end.
EARNINGS PER SHARE
The basic earnings (loss) per share is calculated by dividing our net income
available to common shareholders by the number of common shares during the year.
The diluted earnings (loss) per share is calculated by dividing our net income
(loss) available 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 debt or equity securities.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ 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 accrued liabilities 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.
F-7
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.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In April 2009, the FASB issued FSP No. FAS 157-4, "Determining Fair Value When
the Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly" ("FSP FAS 157-4"),
codified in FASB ASC 820-10-65, which provides additional guidance for
estimating fair value in accordance with ASC 820-10 when the volume and level of
activity for an asset or liability have significantly decreased. ASC 820-10-65
also includes guidance on identifying circumstances that indicate a transaction
is not orderly. The adoption of ASC 820-10-65 did not have an impact on the
Company's results of operations or financial condition.
In May 2009, the FASB issued SFAS No. 165, "Subsequent Events" ("SFAS 165")
codified in FASB ASC 855-10-05, which provides guidance to establish general
standards of accounting for and disclosures of events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued. FASB ASC 855-10-05 is effective for interim and annual periods
ending after June 15, 2009. FASB ASC 855-10-05 requires that public entities
evaluate subsequent events through the date that the financial statements are
issued.
In June 2009, the Financial Accounting Standards Board (FASB) issued guidance
now codified as FASB Accounting Standards Codification (ASC) Topic 105,
"GENERALLY ACCEPTED ACCOUNTING PRINCIPLES," as the single source of
authoritative non-governmental U.S. GAAP. FASB ASC Topic 105 does not change
current U.S. GAAP, but is intended to simplify user access to all authoritative
U.S. GAAP by providing all authoritative literature related to a particular
topic in one place. All existing accounting standard documents will be
superseded and all other accounting literature not included in the FASB
Codification will be considered non-authoritative. These provisions of FASB ASC
Topic 105 were effective for interim and annual periods ending after September
15, 2009 and, accordingly, were effective for the Company for the current fiscal
reporting period. The adoption of this pronouncement did not have an impact on
the Company's business, financial condition or results of operations, but will
impact the Company's financial reporting process by eliminating all references
to pre-codification standards. On the effective date of FASB ASC Topic 105, the
Codification superseded all then-existing non-SEC accounting and reporting
standards, and all other non-grandfathered non-SEC accounting literature not
included in the Codification became non-authoritative.
In January 2010, the Financial Accounting Standards Board ("FASB") issued
updated guidance to amend the disclosure requirements related to recurring and
nonrecurring fair value measurements. This update requires new disclosures on
significant transfers of assets and liabilities between Level 1 and Level 2 of
the fair value hierarchy (including the reasons for these transfers) and the
reasons for any transfers in or out of Level 3. This update also requires a
reconciliation of recurring Level 3 measurements about purchases, sales,
issuances and settlements on a gross basis. In addition to these new disclosure
requirements, this update clarifies certain existing disclosure requirements.
For example, this update clarifies that reporting entities are required to
provide fair value measurement disclosures for each class of assets and
liabilities rather than each major category of assets and liabilities. This
update also clarifies the requirement for entities to disclose information about
both the valuation techniques and inputs used in estimating Level 2 and Level 3
fair value measurements. This update will become effective for the Company with
the interim and annual reporting period beginning January 1, 2010, except for
the requirement to provide the Level 3 activity of purchases, sales, issuances,
and settlements on a gross basis, which will become effective for the Company
with the interim and annual reporting period beginning January 1, 2011. The
Company will not be required to provide the amended disclosures for any previous
periods presented for comparative purposes. Other than requiring additional
disclosures, adoption of this update will not have a material effect on the
Company's financial statements.
F-8
In June 2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation
No. 46(R)" ("SFAS 167"), codified as FASB ASC 810-10, which modifies how a
company determines when an entity that is insufficiently capitalized or is not
controlled through voting (or similar rights) should be consolidated. FASB ASC
810-10 clarifies that the determination of whether a company is required to
consolidate an entity is based on, among other things, an entity's purpose and
design and a company's ability to direct the activities of the entity that most
significantly impact the entity's economic performance. FASB ASC 810-10 requires
an ongoing reassessment of whether a company is the primary beneficiary of a
variable interest entity. FASB ASC 810-10 also requires additional disclosures
about a company's involvement in variable interest entities and any significant
changes in risk exposure due to that involvement. FASB ASC 810-10 is effective
for fiscal years beginning after November 15, 2009. The adoption of FASB ASC
810-10 did not have an impact on the Company's financial condition, results of
operations or cash flows.
NOTE 3. INCOME TAXES
The Company uses the liability method , where deferred tax assets and
liabilities are determined based on the expected future tax consequences of
temporary differences between the carrying amounts of assets and liabilities for
financial and income tax reporting purposes. As of December 31, 2010, the
Company incurred net losses and, therefore, has no tax liability. The net
deferred tax asset generated by the loss carry-forward has been fully reserved.
The cumulative net operating loss carry-forward is $11,432 and will expire 20
years from the date the loss was incurred.
As at December 31, 2010, deferred tax assets consisted of the following:
Net operating losses (estimated tax rate 15%) $ 1,715
Less: valuation allowance (1,715)
-------
Net deferred tax asset $ --
=======
NOTE 4. STOCKHOLDER'S EQUITY
AUTHORIZED
The Company is authorized to issue 100,000,000 shares of $0.0001 par value
common stock and 50,000,000 shares of preferred stock, par value $0.0001. All
common stock shares have equal voting rights, are non-assessable and have one
vote per share. Voting rights are not cumulative and, therefore, the holders of
more than 50% of the common stock could, if they choose to do so, elect all of
the directors of the Company.
ISSUED AND OUTSTANDING
For stock-based transactions with employees, issuances are accounted for in
accordance with ASC 718, where issuances shall be accounted for based on the
fair value of the stock issued. Transactions with other than employee's, stock
issuance are accounted for in accordance with ASC 505, where issuances shall be
accounted for based on the fair value of the consideration received or the fair
value of the equity instruments issued, whichever is the more reliable measure.
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. The proceeds of $500 were
received during the year ended December 31, 2008.
Since inception (December 13, 2007) to the 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. The Company accepted the subscriptions on July 1, 2010.
F-9
OBLIGATION TO ISSUE COMMON STOCK
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. This amount is
reflected as an obligation to issue common stock on the accompanying balance
sheet as of December 31, 2009 and reclassed to stockholders' equity upon
issuance in July 2010.
NOTE 5. RELATED PARTY TRANSACTIONS
The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.
During the year ended December 31, 2010, the Company paid two members of its
board of directors professional fees totaling $9,280.
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. The proceeds of $500 were
received during the year ended December 31, 2008.
NOTE 6. GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has net losses for the
period from inception (December 13, 2007) to December 31, 2010, of $11,431. 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.
NOTE 7. ADVERTISING COSTS
The Company's policy regarding advertising is to expense advertising when
incurred. The Company had not incurred any advertising expense as of December
31, 2010.
NOTE 8. CONCENTRATION OF CREDIT RISK
The Company's cash and cash equivalents are invested in a major bank in Israel
and are not insured. Management believes that the financial institution that
holds the Company's investments is financially sound and accordingly, minimal
credit risk exists with respect to these investments.
F-10
[OUTSIDE BACK COVER PAGE]
PROSPECTUS
CONEX MD, INC.
3,475,500 SHARES OF
COMMON STOCK
TO BE SOLD BY CURRENT STOCKHOLDERS
We have not authorized any dealer, salesperson or other person to give you
written information other than this prospectus or to make representations as to
matters not stated in this prospectus . You must not rely on unauthorized
information. This prospectus is not an offer to sell these securities or a
solicitation of your offer to buy the securities in any jurisdiction where that
would not be permitted or legal. Neither the delivery of this prospectus nor any
sales made hereunder after the date of this prospectus shall create an
implication that the information contained herein nor the affairs of the Issuer
have not changed since the date hereof.
Until ___________, 2010 (90 days after the date of this prospectus), all dealers
that effect transactions in these shares of common stock may be required to
deliver a prospectus. This is in addition to the dealer's obligation to deliver
a prospectus when acting as an underwriter and with respect to their unsold
allotments or subscriptions.
THE DATE OF THIS PROSPECTUS IS ____________, 2010
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses in connection with the
issuance and distribution of the securities being registered hereby. All such
expenses will be borne by the Company; none shall be borne by any selling
stockholders.
Amount
Item (US$)
---- ----------
SEC Registration Fee $ 40.35
Legal fees and expenses 10,000.00
Accounting fees and expenses 3,500.00
Printing and marketing costs 100.00
Miscellaneous 97.00
----------
TOTAL $13,737.35
==========
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Bylaws and Articles of Incorporation provide that we shall, to the
full extent permitted by the Nevada General Business Corporation Law, as amended
from time to time (the "Nevada Corporate Law"), indemnify all of our directors
and officers. Section 78.7502 of the Nevada Corporate Law provides in part that
a corporation shall have the power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of another corporation or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Similar indemnity is authorized for such persons against expenses (including
attorneys' fees) actually and reasonably incurred in defense or settlement of
any threatened, pending or completed action or suit by or in the right of the
corporation, if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and
provided further that (unless a court of competent jurisdiction otherwise
provides) such person shall not have been adjudged liable to the corporation.
Any such indemnification may be made only as authorized in each specific case
upon a determination by the stockholders or disinterested directors that
indemnification is proper because the indemnitee has met the applicable standard
of conduct. Under our Bylaws and Articles of Incorporation, the indemnitee is
presumed to be entitled to indemnification and we have the burden of proof to
overcome that presumption. Where an officer or a director is successful on the
merits or otherwise in the defense of any action referred to above, we must
indemnify him against the expenses which such officer or director actually or
reasonably incurred. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-1
RECENT SALES OF UNREGISTERED SECURITIES
Within the past two years we have offered and sold the following securities
without registration. On December 13, 2007, we offered and sold 2,500,000 shares
of our common stock to Ely Steinberg our President and a Director, at a purchase
price of $0.0001 per share, for aggregate proceeds of $250. The offering was
made to a non-U.S. persons offshore of the U.S., with no directed selling
efforts in the U.S., where offering restrictions were implemented in a
transaction pursuant to the exclusion from registration provided by Rule
903(b)(3) of Regulation S of the Securities Act.
On December 13, 2007, we offered and sold 2,500,000 shares of our common stock
to Dr. Jacob Bar-Ilan our Secretary, Treasurer and a Director, at a purchase
price of $0.0001 per share, for aggregate proceeds of $250. The offering was
made to a non-U.S. persons offshore of the U.S., with no directed selling
efforts in the U.S., where offering restrictions were implemented in a
transaction pursuant to the exclusion from registration provided by Rule
903(b)(3) of Regulation S of the Securities Act.
Between December 2009 and January of 2010, we accepted subscriptions for
3,475,500 shares of our common stock from 36 investors. The shares of common
stock were sold at a purchase price of $0.02 per share, for aggregate proceeds
of $69,510. The offering was made to non-U.S. persons, offshore of the U.S.,
with no directed selling efforts in the U.S., where offering restrictions were
implemented in transactions pursuant to the exclusion from registration provided
by Rule 903(b)(3) of Regulation S of the Securities Act.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following exhibits are filed as part of this registration statement:
Exhibit Description
------- -----------
3.1 Articles of Incorporation of Registrant (1)
3.2 Bylaws of the Registrant (1)
5.1 Opinion of Law Offices of Thomas E. Puzzo, PLLC, regarding the
legality of the securities being registered
23.1 Consent of Law Offices of Thomas E. Puzzo, PLLC (included in
Exhibit 5.1)
23.2 Consent of Weinberg & Baer LLC
----------
(1) Incorporated by reference to Form S-1 (File No. 333-171892), filed with the
Commission on January 27, 2011.
UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales of securities
are being made, a post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
(ss.230.424(b) of this chapter) if, in the aggregate, the changes in
volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
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(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for the purpose of determining liability under the Securities Act
of 1933 to any purchaser:
(i) If the registrant is subject to Rule 430C, each prospectus filed
pursuant to Rule 424(b) as part of a registration statement relating
to an offering, other than registration statements relying on Rule
430B or other than prospectuses filed in reliance on Rule 430A, shall
be deemed to be part of and included in the registration statement as
of the date it is first used after effectiveness. Provided, however,
that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date
of first use.
(5) That, for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or our securities provided by or on behalf of the
undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to our directors, officers and controlling
persons pursuant to the provisions above, or otherwise, we have been advised
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-1 and has authorized this registration
statement to be signed on its behalf by the undersigned, in Ra'anana, Israel on
the 5th day of April, 2011.
CONEX MD, INC.
(Registrant)
By: /s/ Dr. Ely Steinberg
----------------------------------------------
Name: Dr. Ely Steinberg
Title: President
(Principal Executive Officer and Principal
Financial and Accounting Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Dr. Ely Steinberg, as his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments (including post-effective amendments) to this Registration
Statement on Form S-1 of Conex MD, Inc., and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, grant unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the foregoing, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be
done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
Signature Title Date
--------- ----- ----
/s/ Dr. Ely Steinberg President and Director April 5, 2011
----------------------------
Dr. Ely Steinberg
/s/ Dr. Jacob Bar-Ilan Secretary, Treasurer and April 5, 2011
---------------------------- Director
Dr. Jacob Bar-Ilan
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EXHIBIT INDEX
Exhibit Description
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3.1 Articles of Incorporation of Registrant (1)
3.2 Bylaws of the Registrant (1)
5.1 Opinion of Law Offices of Thomas E. Puzzo, PLLC, regarding the
legality of the securities being registered
23.1 Consent of Law Offices of Thomas E. Puzzo, PLLC (included in
Exhibit 5.1)
23.2 Consent of Weinberg & Baer LLC
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(1) Incorporated by reference to Form S-1 (File No. 333-171892), filed with the
Commission on January 27, 2011