Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For fiscal year ended December 31, 2011
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____________ to _____________
Commission file number 333-171892
CONEX MD, INC.
(Exact name of registrant as specified in its Charter)
Nevada 26-261574051
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
P.O. Box 929 Ra'anana Israel 45108
(Address of principal executive offices) (Zip Code)
(972) 57-946-1249
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address, and former fiscal year,
if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.0001
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss. 232.405
of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X ]
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter. Not available
As of February 28, 2012, there were 8,475,500 shares of our common stock issued
and outstanding.
CONEX MD, INC.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The statements contained in this Annual Report on Form 10-K that are not
historical facts are "forward-looking statements." Forward-looking statements
may include our statements regarding our goals, beliefs, strategies, objectives,
plan, including product and service developments, future financial conditions,
results or projections or current expectations. Such forward-looking statements
may be identified by, among other things, the use of forward-looking terminology
such as "believes," "estimates," "intends," "plan" "expects," "may," "will,"
"should," "predicts," "anticipates," "continues," or "potential," or the
negative thereof or other variations thereon or comparable terminology, and
similar expressions are intended to identify forward-looking statements. We
remind readers that forward-looking statements are merely predictions and
therefore inherently subject to uncertainties and other factors and involve
known and unknown risks that could cause the actual results, performance, levels
of activity, or our achievements, or industry results, to be materially
different from any future results, performance, levels of activity, or our
achievements, or industry results, expressed or implied by such forward-looking
statements. Such forward-looking statements appear in Item 1 - "Business" and
Item 7 - "Management's Discussion and Analysis of Financial Condition and
Results of Operations," as well as elsewhere in this Annual Report.
The factors discussed herein and expressed from time to time in our filings with
the Securities and Exchange Commission could cause actual results and
developments to be materially different from those expressed in or implied by
such statements. The forward-looking statements are made only as of the date of
this filing, and we undertake no obligation to publicly update such
forward-looking statements to reflect subsequent events or circumstances.
Further information on potential factors that could affect our business is
described under the heading "Risks Related to Our Business, Strategy and
Industry" in "Risk Factors" in Item 1A of this Annual Report on Form 10-K.
INTRODUCTION
Unless otherwise specified or required by context, as used in this Annual
Report, the terms "we," "our," "us" and the "Company" refer collectively to
Conex MD, Inc. The term "fiscal year" refers to our fiscal year ending December
31. Unless otherwise indicated, the term "common stock" refers to shares of our
common stock.
Our financial statements are stated in United States Dollars (US$) and are
prepared in accordance with United States generally accepted accounting
principles (U.S. GAAP).
2
TABLE OF CONTENTS
PART I
ITEM 1. Business 4
ITEM 1A. Risk Factors 7
ITEM 1B. Unresolved Staff Comments 7
ITEM 2. Properties 7
ITEM 3. Legal Proceedings 7
ITEM 4. Removed and Reserved
PART II
ITEM 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 7
ITEM 6. Selected Financial Data 8
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 8
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 10
ITEM 8. Financial Statements and Supplementary Data 11
ITEM 9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure 21
ITEM 9A. Controls and Procedures 21
ITEM 9B. Other Information 22
PART III
ITEM 10. Directors, Executive Officers, and Corporate Governance 22
ITEM 11. Executive Compensation 25
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters 26
ITEM 13. Certain Relationships and Related Transactions, and Director
Independence 26
ITEM 14. Principal Accounting Fees and Services 27
PART IV
ITEM 15. Exhibits, Financial Statement Schedules 28
Signatures 29
3
PART I
ITEM 1. BUSINESS
ORGANIZATION
On December 13, 2007, the Company was incorporated under the laws of the State
of Nevada. We are engaged in the business of providing 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 Dr. Ely Steinberg our President
and a Director, at a purchase price of $0.0001 per share, for aggregate proceeds
of $250. Pursuant to a stock 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.
GENERAL
We provide specialized healthcare staffing to small and medium sized medical
businesses. We provide healthcare staffing solutions as follows:
* Contract
* Contract to Hire
* Direct Hire
* Payrolling
We provide contract (temporary) employees for a number of positions within an
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 will
manage and evaluate the performances of the employees provided. In addition, we
cover all the taxes and contend with all issues of unemployment.
We provide personnel 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.
4
We 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 payroll 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 on our website www.conexmd.com. We started a preliminary execution of our
marketing plan, however we will require additional funds in order to continue
offering a providing our healthcare services and to execute our advertising
camping.
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
once we have raised additional funds. These funds will have to be raised through
equity financing, debt financing, or other sources, which may result in the
dilution in the equity ownership of our shares. We will also require additional
financing to sustain our business operations if we are ultimately not successful
in earning revenues. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments. At present
time our management intends to loan us funds in order to continue operation.
There are no assurances that we will be able to obtain further funds required
for our continued operations. Even if additional financing is available, it may
not be available on terms we find favorable. At this time, there are no
anticipated sources of additional funds in place. Failure to secure the needed
additional financing will have an adverse effect on our ability to remain in
business.
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=6EECC0FE471F4CA995CE2A3E9A8E4207
&tier=4&id=2BEC258C20C24FC89258AFD0FD370687.
MARKETING AND 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. Our target market is small sized and medium
sized medical business.
5
We employed and intend to employ the following techniques to obtain customers:
SEARCH ENGINES: we submited our website 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 to 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.
Though we have not yet identified specific markets where we intend to market our
services, some examples of specific regulations that could apply to our business
in different jurisdictions are as follows: For example, to operate our business
in Illinois, we will be required to register as a "Nurse Agency" with the
Department of Labor of the State of Illinois. Similarly, to operate our business
in the Massachusetts, we will be required to register as a "Temporary Nursing
Service Agency" with the Department of Public Health of the State of
Massachusetts. Other states, though not all, have similar registration laws
and/or regulations, which, generally speaking, require personnel performance
review, reporting requirements and will subject our business to state agency
review and investigation laws and regulations. Other states, such as the State
6
of Washington, do not require us to register as a healthcare staffing business,
but may require some of our personnel, depending on the services they perform,
to submit to fingerprinting, undergo a background check and drug screen before
performing services in the state.
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 increased 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.
EMPLOYEES
We currently have no employees.
ITEM 1A. RISK FACTORS
NOT APPLICABLE.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Our executive offices are located at P.O. Box 929 Ra'anana Israel 45108. 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. We have not entered into
any lease agreement for the office. We do not plan to incur any rent expenses
for this office.
ITEM 3. 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.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is quoted on the OTC Bulletin Board under the symbol "CXMD.OB";
however, there is no active market for our common stock. As of February 28,
2012, the Company had 8,475,500 shares of our common stock issued and
outstanding held by 38 holders of record.
7
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
declare or pay dividends. See the Risk Factor entitled "Because we do not intend
to pay any cash dividends on our common stock, o ur stockholders will not be
able to receive a return on their shares unless they sell them."
RECENT SALES OF UNREGISTERED SECURITIES
We have not sold or issued any securities during the fiscal year ended December
31, 2011 without registration under the Securities Act of 1933, as amended (the
"Securities Act"), in reliance on exemption(s) from such registration
requirements.
ITEM 6. SELECTED FINANCIAL DATA
Not Applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH OUR AUDITED
FINANCIAL STATEMENTS AND THE RELATED NOTES THAT APPEAR ELSEWHERE IN THIS ANNUAL
REPORT. THE FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT
REFLECT OUR PLANS, ESTIMATES AND BELIEFS. OUR ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE DISCUSSED IN THE FORWARD LOOKING STATEMENTS. FACTORS THAT
COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE THOSE DISCUSSED BELOW AND
ELSEWHERE IN THIS ANNUAL REPORT.
FORWARD-LOOKING STATEMENTS
Certain statements made in this report may constitute "forward-looking
statements on our current expectations and projections about future events".
These forward-looking statements involve known or unknown risks, uncertainties
and other factors that may cause the actual results, performance, or
achievements of the Company to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking
statements. In some cases you can identify forward-looking statements by
terminology such as "may," "should," "potential," "continue," "expects,"
"anticipates," "intends," "plans," "believes," "estimates," and similar
expressions. These statements are based on our current beliefs, expectations,
and assumptions and are subject to a number of risks and uncertainties. Although
we believe that the expectations reflected-in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. These forward-looking statements are made as of the date of
this report, and we assume no obligation to update these forward-looking
statements whether as a result of new information, future events, or otherwise,
other than as required by law. In light of these assumptions, risks, and
uncertainties, the forward-looking events discussed in this report might not
occur and actual results and events may vary significantly from those discussed
in the forward-looking statements.
8
OVERVIEW
Conex MD, Inc. was incorporated on December 13, 2007, under the laws of the
State of Nevada. We are a development stage company formed for the purpose of
providing specialized healthcare staffing to small and medium sized businesses.
We recruit healthcare professionals on assignments of varied duration and in
permanent positions with clients in the United States. Our website is available
at http://conexmd.com. Our common stock is quoted on the OTC Bulletin Board
under the symbol "CXMD.OB".
RESULTS OF OPERATIONS
COMPARISON OF THE YEARS ENDED DECEMBER 31, 2011 AND 2010
LACK OF REVENUES
We have limited operational history. From our inception on December 13, 2007 to
December 31, 2011 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.
OPERATING EXPENSES
The Company's operating expenses increased by $41,523, or 437.3%, from $9,496 in
2010 to $51,339 in 2011. Operating expenses in 2011 consisted of professional
fees related to the filing of a Form S-1 with the SEC of $14,475, cost related
to the filing of periodic reports with the SEC of $9,947, $10,000 of consulting
services related to various matters concerning the Company's publicly company
status, website development and programming costs of $6,317, consulting fees
paid to our two directors of $7,000, $1,150 of stock transfer agent fees, and
$2,450 of other general and administrative fees. Operating expenses in 2010
consisted consisting of a bonus payment of $4,640 to each of our directors and
$216 of bank charges.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 2011, we had total current assets of $7,971 (consisting of cash
of $6.971 and prepaid expenses of $1,000), total current liabilities of $731,
and working capital of $7,240.
Historically, we have financed our cash flow and operations from the sale of
common stock. Net cash provided by financing activities was $70,011 from July 1,
2008 (date of inception) to December 31, 2011, consisting of proceeds from the
sale of common stock.
During 2011, we used $50,608 in operations, consisting of the operating expenses
described above less $731, which remained unpaid and is included in accounts
payable as of December 31, 2011. During 2011, we used $13,246 in operations,
consisting of the operating expenses described above.
We have not yet generated any revenue from our operations. We will require
additional funds to fully implement our plans. These funds may be raised through
equity financing, debt financing, or other sources, which may result in the
dilution in the equity ownership of our shares. We currently do not have any
arrangements for additional financing and we may not be able to obtain financing
when required. Our future is dependent upon our ability to obtain financing, a
successful marketing and promotion program and, further in the future, achieving
a profitable level of operations. The issuance of additional equity securities
by us could result in a significant dilution in the equity interests of our
current stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments. We will
require additional funds to maintain our reporting status with the SEC and
remain in good standing with the state of Nevada.
9
GOING CONCERN
We have incurred net losses since our inception on December 13, 2007 through
December 31, 2011 totaling $62,770 and have completed only the preliminary
stages of our business plan. We anticipate incurring additional losses before
realizing any revenues and will depend on additional financing in order to meet
our continuing obligations and ultimately, to attain profitability. Our ability
to obtain additional financing, whether through the issuance of additional
equity or through the assumption of debt, is uncertain. Accordingly, our
independent auditors' report on our financial statements for the year ended
December 31, 2011 includes an explanatory paragraph regarding concerns about our
ability to continue as a going concern, including additional information
contained in the notes to our financial statements describing the circumstances
leading to this disclosure. The financial statements do not include any
adjustments that might result from the uncertainty about our ability to continue
our business.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
We do not expect the adoption of any recently issued accounting pronouncements
to have a significant impact on our net results of operations, financial
position, or cash flows.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
10
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Conex MD, Inc.
(A Development Stage Company)
December 31, 2011 and 2010
Report of Independent Registered Public Accounting Firm 12
Balance Sheets as of December 31, 2011 and December 31, 2010 13
Statements of Operations for the Years Ended December 31, 2011 and 2010,
and from December 13, 2007 (Inception) through December 31, 2011 14
Statements of Stockholders' Equity for the Years Ended December 31, 2011
and 2010, and from December 13, 2007 (Inception) through December 31, 2011 15
Statements of Cash Flows for the Years Ended December 31, 2011 and 2010,
and from December 13, 2007 (Inception) through December 31, 2011 16
Notes to the Financial Statements 17
11
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, 2011 and 2010, and the
related statements of operations, stockholders' equity, and cash flows for the
years ended December 31, 2011 and 2010, and from inception (December 13, 2007)
through December 31, 2011. 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, 2011 and 2010, and the results of its operations and its cash flows for the
years ended December 31, 2011 and 2010, and from inception (December 13, 2007)
through December 31, 2011, 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, 2011,
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
March 6, 2012
12
CONEX MD, INC.
(A Development Stage Company)
Condensed Balance Sheets
December 31,
2011 2010
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 6,971 $ 58,579
Prepaid expense 1,000 --
-------- --------
TOTAL CURRENT ASSETS 7,971 58,579
-------- --------
TOTAL ASSETS $ 7,971 $ 58,579
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts Payable $ 876 $ --
-------- --------
TOTAL CURRENT LIABILITIES 876 --
-------- --------
STOCKHOLDERS' EQUITY
Preferred stock, 50,000,000 shares authorized, par value $0.0001,
no shares issued or outstanding -- --
Common stock, 100,000,000 shares authorized, par value $0.0001,
8,475,500 shares issued and outstanding 848 848
Additional paid in capital 69,162 69,162
Deficit accumulated during the development stage (62,915) (11,431)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 7,095 58,579
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 7,971 $ 58,579
======== ========
The accompanying notes are an integral part of these financial statements.
13
CONEX MD, INC.
(A Development Stage Company)
Statements of Operations
Years Ended December 13, 2007
December 31, (Inception) to
------------------------------- December 31,
2011 2010 2011
---------- ---------- ----------
REVENUE $ -- $ -- $ --
General and Administrative Expenses 51,484 9,496 60,980
---------- ---------- ----------
Operating loss (51,484) (9,496) (60,980)
---------- ---------- ----------
Foreign Currency Loss -- (3,750) (1,935)
---------- ---------- ----------
Loss before income taxes (51,484) (13,246) (62,915)
Provision for Income Taxes -- -- --
---------- ---------- ----------
NET LOSS $ (51,484) $ (13,246) $ (62,915)
========== ========== ==========
BASIC AND DILUTED
Loss Per Common Share $ (0.01) $ a $ (0.01)
========== ========== ==========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 8,475,500 6,742,511 5,973,343
========== ========== ==========
----------
a = less than $.01 per share
The accompanying notes are an integral part of these financial statements.
14
CONEX MD, INC.
(A Development Stage Company)
Statement of Stockholders' Equity
Deficit
Accumulated
Common Stock Additional During the Total
--------------------- Paid in Development Stockholders'
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------
BALANCES - DECEMBER 13, 2007 (INCEPTION) -- $ -- $ -- $ -- $ --
Common stock issued to directors for cash
on December 13, 2007 ($0.0001) 5,000,000 500 -- -- 500
--------- --------- --------- --------- ---------
BALANCE DECEMBER 31, 2008 5,000,000 500 -- -- 500
Net income for the year -- -- -- 1,815 1,815
--------- --------- --------- --------- ---------
BALANCE DECEMBER 31, 2009 5,000,000 500 -- 1,815 2,315
Common stock issued for cash received in
2009 ($0.02) 215,000 22 4,278 -- 4,300
Common stock issued for cash ($0.02) 3,260,500 326 64,884 -- 65,210
Net loss for the year -- -- -- (13,246) (13,246)
--------- --------- --------- --------- ---------
BALANCE DECEMBER 31, 2010 8,475,500 848 69,162 (11,431) 58,579
Net loss for the year -- -- -- (51,484) (51,484)
--------- --------- --------- --------- ---------
BALANCE DECEMBER 31, 2011 8,475,500 $ 848 $ 69,162 $ (62,915) $ 7,095
========= ========= ========= ========= =========
The accompanying notes are an integral part of these financial statements.
15
CONEX MD, INC.
(A Development Stage Company)
Statements of Cashflows
Years Ended December 13, 2007
December 31, (Inception) to
--------------------------- December 31,
2011 2010 2011
-------- -------- --------
OPERATING ACTIVITIES
Net loss $(51,484) $(13,246) $(62,915)
Adjustments to reconcile net loss to cash used in
operating activities:
Increase in prepaid expense (1,000) -- (1,000)
Increase in accounts payable 876 -- 876
-------- -------- --------
NET CASH USED IN OPERATING ACTIVITIES (51,608) (13,246) (63,039)
-------- -------- --------
FINANCING ACTIVITIES:
Proceeds from common stock subscriptions -- 65,210 70,010
-------- -------- --------
CASH PROVIDED BY FINANCING ACTIVITIES -- 65,210 70,010
-------- -------- --------
Net Increase (Decrease) in Cash (51,608) 51,964 6,971
Cash, Beginning of Period 58,579 6,615 --
-------- -------- --------
CASH, END OF PERIOD $ 6,971 $ 58,579 $ 6,971
======== ======== ========
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.
16
CONEX MD, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2011
NOTE 1. GENERAL ORGANIZATION AND BUSINESS
Conex MD, Inc. ("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.
The Company 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.
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 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.
17
INCOME TAXES
A deferred tax asset or liability is recorded for all temporary differences
between financial and tax reporting and net operating loss carry forwards.
Deferred tax expense (benefit) results from the net change during the year of
deferred tax assets and liabilities. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely than
not that some portion or all of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are adjusted for the effects of changes in
tax laws and rates on the date of enactment.
When required, the Company records a liability for unrecognized tax positions,
defined as the aggregate tax effect of differences between positions taken on
tax returns and the benefits recognized in the financial statements. Tax
positions are measured at the largest amount of benefit that is greater than
fifty percent likely of being realized upon ultimate settlement. No tax benefits
are recognized for positions that do not meet this threshold. The Company has no
uncertain tax positions that require the Company to record a liability. The
Company's tax years ended December 31, 2009, 2010 and 2011 remain subject to
examination by Federal and state jurisdictions.
The Company recognizes penalties and interest associated with tax matters as
part of the income tax provision and includes accrued interest and penalties
with the related tax liability in the balance sheet. The Company had no accrued
penalties and interest as of December 31, 2011 or 2010.
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.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The Company has implemented all new accounting pronouncements that are in effect
and that may impact its financial statements and does not believe that there are
any other new accounting pronouncements that have been issued that might have a
material impact on its financial position or results of operations.
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, 2011, the
Company has incurred net losses and, therefore, has no tax liability. The net
deferred tax asset generated by the loss carry-forward has been fully reserved.
18
The cumulative net operating loss carry-forward is $62,770 and will expire 20
years from the date the loss was incurred.
As at December 31, 2011, deferred tax assets consisted of the following:
Net operating losses (estimated tax rate 15%) $ 9,415
Less: valuation allowance (9,415)
-------
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.
NOTE 5. CONFLICTS OF INTEREST
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.
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
19
period from inception (December 13, 2007) to December 31, 2011, of $62,770. 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, 2011.
NOTE 8. COINCENTRATION 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.
NOTE 9. RELATED PARTY TRANSACTIONS
During the years ended December 31, 2011 and 2010, the Company paid the two
members of its board of directors professional fees totaling $7,000 and $9,280,
respectively.
20
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
As required by Rule 13a-15/15d-15 under the Securities and Exchange Act of
1934,as amended (the "Exchange Act"), as of December 31, 2011, we have carried
out an evaluation of the effectiveness of the design and operation of our
Company's disclosure controls and procedures. This evaluation was carried out
under the supervision and with the participation of our Company's management,
our President (Principal Executive Officer) and Treasurer (Principal Accounting
Officer). Based upon the results of that evaluation, our management has
concluded that, as of December 31, 2011, our Company's disclosure controls and
procedures were effective and provide reasonable assurance that material
information related to our Company required to be disclosed in the reports that
we file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms, and
that such information is accumulated and communicated to management to allow
timely decisions on required disclosure.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act. Our internal control system is designed to provide
reasonable assurance to our management and board of directors regarding the
reliability of financial reporting and the preparation of financial statements
for external reporting purposes in accordance with generally accepted accounting
principles. Our internal control over financial reporting includes those
policies and procedures that:
* Pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the
assets of the Company;
* Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles in the United States of
America, and that receipts and expenditures of the Company are being
made only in accordance with authorizations of management and
directors of the Company; and
* Provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the Company's
assets that could have a material effect on the financial statements.
Management assessed the effectiveness of our internal control over financial
reporting as of December 31, 2011. In making this assessment, we used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in INTERNAL CONTROL -- INTEGRATED FRAMEWORK.
21
Our management concluded that, as of December 31, 2011, our internal control
over financial reporting was effective based on the criteria in INTERNAL CONTROL
-- INTEGRATED FRAMEWORK issued by the COSO.
This annual report does not include an attestation report of the Company's
independent registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
Company's independent registered public accounting firm pursuant to rules of the
SEC that permit the Company to provide only management's report in this annual
report.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in our internal control over financial reporting
identified in connection with the evaluation described above during the quarter
ended December 31, 2011 that has materially affected or is reasonably likely to
materially affect our internal controls over financial reporting.
ITEM 9B. OTHER INFORMATION
Effective November 16, 2011, the Company appointed Empire Stock Transfer, Inc.
as its Stock Transfer Agent and Registrar.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The name, age and position of each of our directors and executive officers are
as follows:
Name(1) Age Position
------- --- --------
Dr. Dr. Ely Steinberg 57 President, and Director
Dr. Jacob Bar-Ilan 53 Treasurer, Secretary and Director
----------
(1) Unless otherwise noted, the address of each person or entity listed is c/o
Conex MD, Inc., P.O. Box 929 Ra'anana Israel 43108.
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
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
22
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. Steinberg
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.
DR. JACOB BAR-ILAN
Dr. Jacob Bar-Ilan is a co-founder of Conex MD, Inc. with Dr. 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.
23
SIGNIFICANT EMPLOYEES AND CONSULTANTS
Our two officers and directors, Dr. 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.
STOCKHOLDER COMMUNICATIONS WITH THE BOARD
We have not implemented a formal policy or procedure by which our stockholders
can communicate directly with our Board of Directors. Nevertheless, every effort
has been made to ensure that the views of stockholders are heard by the Board of
Directors or individual directors, as applicable, and that appropriate responses
are provided to stockholders in a timely manner. We believe that we are
responsive to stockholder communications, and therefore have not considered it
necessary to adopt a formal process for stockholder communications with our
Board. During the upcoming year, our Board will continue to monitor whether it
would be appropriate to adopt such a process.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our executive officers and directors,
and persons who own more than 10% of our common stock, to file reports regarding
ownership of, and transactions in, our securities with the Securities and
Exchange Commission and to provide us with copies of those filings. Specific due
dates for these reports have been established. Based solely on our review of the
copies of such forms received by us, or written representations from certain
reporting persons, we believe that during the fiscal year ended December 31,
2011, each of the forms were filed timely.
24
ITEM 11. EXECUTIVE COMPENSATION
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.
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Totals($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- ---------
Dr. Ely 2011 -- -- -- -- -- -- -- --
Steinberg (1) 2010 -- -- -- -- -- -- -- --
Dr. Jacob 2011 -- -- -- -- -- -- -- --
Bar-Ilan (2) 2010 -- -- -- -- -- -- -- --
----------
(1) President and Director since December 13, 2007. Professional fees of $3,500
and $4,640 paid as a Director in 2011 and 2010, respectively.
(2) Secretary, Treasurer and Director since December 13, 2007. Professional
fees of $3,500 and $4,640 paid as a Director in 2011 and 2010,
respectively.
STOCK OPTION GRANTS
We have not granted any stock options to our executive officers since our
inception. Upon the further development of our business, we will likely grant
options to directors and officers consistent with industry standards for
development stage companies.
EMPLOYMENT AGREEMENTS
The Company is not a party to any employment agreement and has no compensation
agreement with either of its two officers and directors, Dr. Dr. Ely Steinberg
and Dr. Jacob Bar-Ilan.
DIRECTOR COMPENSATION
The following table sets forth director compensation for the years ended
December 31, 2011 and 2010:
Fees Non-Equity Nonqualified
Name and Earned Incentive Deferred
Principal in Stock Option Plan Compensation All Other
Position Year Cash($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
-------- ---- ------- --------- --------- --------------- ----------- --------------- --------
Dr. Ely 2011 3,500 -- -- -- -- -- 3,500
Steinberg 2010 4,640 -- -- -- -- -- 4,640
Dr. Jacob 2011 3,500 -- -- -- -- -- 3,500
Bar-Ilan 2010 4,640 -- -- -- -- -- 4,640
25
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDERS MATTERS
The following table lists, as of December 31, 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 December 31, 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 Number of Percentage
Title of of Beneficial Shares Owned of Class
Class Owner (1) Beneficially Owned
----- --------- ------------ -----
Common Stock Dr. Dr. Ely Steinberg, 2,500,000 29.5%
President and Director
Common Stock Dr. Jacob Bar-Ilan, 2,500,000 29.5%
Treasurer, Secretary and
Director
Common Stock All officers and directors 5,000,000 59.0%
as a group (2 persons)
----------
1) Unless otherwise noted, the address of each person or entity listed is c/o
Conex MD, Inc., P.O. Box 929 Ra'anana Israel 43108.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
POTENTIAL 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 directors. Thus, there is a potential conflict of interest in
that our directors and officers have the authority to determine issues
concerning management compensation and audit issues that may affect management
26
decisions. We are not aware of any other conflicts of interest with any of our
executives or directors.
DIRECTOR INDEPENDENCE
We are not subject to listing requirements of any national securities exchange
or national securities association and, as a result, we are not at this time
required to have our board comprised of a majority of "independent directors."
Our determination of independence of directors is made using the definition of
"independent director" contained in Rule 4200(a) (15) of the Marketplace Rules
of the NASDAQ Stock Market ("NASDAQ"), even though such definitions do not
currently apply to us because we are not listed on NASDAQ. We have determined
that none of our directors currently meet the definition of "independent" as
within the meaning of such rules as a result of their current positions as our
executive officers.
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 Dr. 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.
Our two officers and directors, Dr. Steinberg and Dr. Bar-Ilan, provide
consulting services to the Company.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
AUDIT FEES
The aggregate fees billed during the fiscal years ended December 31, 2011 and
2010 for professional services rendered by Weinberg & Baer LLC, with respect to
the audits of our 2011 and 2010 financial statements, as well as their quarterly
reviews of our interim financial statements and services normally provided by
the independent accountant in connection with statutory and regulatory filings
or engagements for these fiscal periods, were as follows:
Year Ended Year Ended
December 31, December 31,
2011 2010
------ ------
Audit Fees and Audit Related Fees $5,432 $2,500
Tax Fees -- --
All Other Fees -- --
------ ------
TOTAL $5,432 $2,500
====== ======
In the above table, "audit fees" are fees billed by our Company's external
auditor for services provided in auditing our Company's annual financial
statements for the subject year. "Audit-related fees" are fees not included in
audit fees that are billed by the auditor for assurance and related services
that are reasonably related to the performance of the audit review of our
27
company's financial statements. "Tax fees" are fees billed by the auditor for
professional services rendered for tax compliance, tax advice and tax planning.
"All other fees" are fees billed by the auditor for products and services not
included in the foregoing categories.
PRE APPROVAL POLICIES AND PROCEDURES
We do not have a separately designated Audit Committee. The Board of Directors
pre-approves all services provided by our independent auditors. All of the above
services and fees were reviewed and approved by the Board of Directors either
before or after the respective services were rendered.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Exhibit
Number Description
------ -----------
31.1 Certification of CEO Pursuant to 18 U.S.C. ss. 1350, Section 302
31.2 Certification of CFO Pursuant to 18 U.S.C. ss. 1350, Section 302
32.1 Certification Pursuant to 18 U.S.C. ss.1350, Section 906
32.2 Certification Pursuant to 18 U.S.C. ss. 1350, Section 906
28
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CONEX MD, INC.
Date: March 20, 2012 By: /s/ Dr. Ely Steinberg
----------------------------------
Dr. Ely Steinberg,
President and Director
(Principal Executive Officer)
2
