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EXCEL - IDEA: XBRL DOCUMENT - ROI LAND INVESTMENTS LTDFinancial_Report.xls
EX-32.1 - ROI LAND INVESTMENTS LTDex32-1.txt
EX-31.2 - ROI LAND INVESTMENTS LTDex31-2.txt
EX-31.1 - ROI LAND INVESTMENTS LTDex31-1.txt
EX-32.2 - ROI LAND INVESTMENTS LTDex32-2.txt

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q

(Mark One)
[X] Quarterly report pursuant Section 13 or 15(d) of the Securities Exchange
    Act of 1934

                  For the quarterly period ended June 30, 2012

[ ] Transition report pursuant Section 13 or 15(d) of the Securities Exchange
    Act of 1934

             For the transition period from _________ to _________.

                        Commission file number 333-171892


                                 CONEX MD, INC.
             (Exact name of registrant as specified in its Charter)

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

     P.O. Box 929 Ra'anana Israel                                  45108
(Address of principal executive offices)                         (Zip Code)

                                (972) 57-946-1249
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [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 whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ]                        Accelerated filer [ ]

Non-accelerated filer [ ]                          Smaller reporting company [X]
(Do not check if a smaller reporting company)

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

As of August 8, 2012,  the Company had  outstanding  8,475,500  shares of common
stock, par value $0.0001.

TABLE OF CONTENTS Part I - FINANCIAL INFORMATION Item 1. Condensed Financial Statements.................................. 3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.......................................10 Item 3. Quantitative and Qualitative Disclosures About Market Risk......12 Item 4. Controls and Procedures.........................................12 PART II - OTHER INFORMATION Item 1. Legal Proceedings...............................................12 Item 1A. Risk Factors....................................................12 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.....12 Item 3. Defaults Upon Senior Securities.................................13 Item 4. Mine Safety Disclosures.........................................13 Item 5. Other Information...............................................13 Item 6. Exhibits........................................................13 SIGNATURES....................................................................13 2
PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CONEX MD, INC. (A Development Stage Company) Condensed Balance Sheets June 30, December 31, 2012 2011 -------- -------- (Unaudited) (Audited) ASSETS Current Assets: Cash $ 3,745 $ 6,971 Prepaid expenses 500 1,000 -------- -------- Total current assets 4,245 7,971 -------- -------- Total assets $ 4,245 $ 7,971 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current Liabilities: Accounts Payable $ 9,117 $ 876 Note payable, including accrued interest of $332 10,332 -- -------- -------- Total current liabilities 19,449 876 -------- -------- Stockholders' Equity (Deficit): Preferred stock, 50,000,000 shares authorized, par value $0.0001, no shares issued or outstanding -- -- Common stock, 100,000,000 shares authorized, par value $0.0001, 8,475,500 shares issued and outstanding 848 848 Additional paid in capital 69,162 69,162 Deficit accumulated during the development stage (85,214) (62,915) -------- -------- Total stockholders' equity (deficit) (15,204) 7,095 -------- -------- Total liabilities and stockholders' equity (deficit) $ 4,245 $ 7,971 ======== ======== See accompanying notes to the condensed financial statements. 3
CONEX MD, INC. (A Development Stage Company) Condensed Statements of Operations (Unaudited) Three Months Ended Six Months Ended December 13, 2007 June 30, June 30, (Inception) to -------------------------- -------------------------- June 30, 2012 2011 2012 2011 2012 ---------- ---------- ---------- ---------- ---------- Revenue $ -- $ -- $ -- $ -- $ -- General and Administrative Expenses 7,991 22,036 21,967 34,287 82,947 ---------- ---------- ---------- ---------- ---------- Operating loss (7,991) (22,036) (21,967) (34,287) (82,947) ---------- ---------- ---------- ---------- ---------- Interest Expense (249) -- (332) -- (332) Foreign Currency Loss -- -- -- -- (1,935) ---------- ---------- ---------- ---------- ---------- Loss before income taxes (8,240) (22,036) (22,299) (34,287) (85,214) Provision for Income Taxes -- -- -- -- -- ---------- ---------- ---------- ---------- ---------- Net loss $ (8,240) $ (22,036) $ (22,299) $ (34,287) $ (85,214) ========== ========== ========== ========== ========== Basic and Diluted Loss Per Common Share a a a a ========== ========== ========== ========== Weighted Average Number of Common Shares Outstanding 8,475,500 5,000,000 8,475,500 5,000,000 ========== ========== ========== ========== ---------- a = less than $.01 per share See accompanying notes to the condensed financial statements. 4
CONEX MD, INC. (A Development Stage Company) Statement of Stockholders' Equity (Deficit) (Unaudited) Deficit Accumulated Common Stock Additional During the Total --------------------- Paid in Development Stockholders' Shares Amount Capital Stage Equity ------ ------ ------- ----- ------ BALANCES - DECEMBER 13, 2007 (INCEPTION) -- $ -- $ -- $ -- $ -- Common stock issued to directors for cash on December 13, 2007 ($0.0001) 5,000,000 500 -- -- 500 --------- --------- --------- --------- --------- BALANCE DECEMBER 31, 2008 5,000,000 500 -- -- 500 Net income for the year -- -- -- 1,815 1,815 --------- --------- --------- --------- --------- BALANCE DECEMBER 31, 2009 5,000,000 500 -- 1,815 2,315 Common stock issued for cash received in 2009 ($0.02) 215,000 22 4,278 -- 4,300 Common stock issued for cash ($0.02) 3,260,500 326 64,884 -- 65,210 Net loss for the year -- -- -- (13,246) (13,246) --------- --------- --------- --------- --------- BALANCE DECEMBER 31, 2010 8,475,500 848 69,162 (11,431) 58,579 Net loss for the year -- -- -- (51,484) (51,484) --------- --------- --------- --------- --------- BALANCE DECEMBER 31, 2011 8,475,500 848 69,162 (62,915) 7,095 Net loss for the six months ended June 30, 2012 -- -- -- (22,299) (22,299) --------- --------- --------- --------- --------- BALANCE JUNE 30, 2012 8,475,500 $ 848 $ 69,162 $ (85,214) $ (15,204) ========= ========= ========= ========= ========= See accompanying notes to the condensed financial statements. 5
CONEX MD, INC. (A Development Stage Company) Condensed Statements of Cashflows (Unaudited) Six Months Ended December 13, 2007 June 30, (Inception) to --------------------------- June 30, 2012 2011 2012 -------- -------- -------- OPERATING ACTIVITIES: Net loss $(22,299) $(34,287) $(85,214) Adjustments to reconcile net loss to cash used in in operating activities: Accrued interest on note payable 332 -- 332 (Increase) decrease in prepaid expenses 500 -- (500) Increase in accounts payable 8,241 4,034 9,117 -------- -------- -------- Net cash used in operating activities (13,226) (30,253) (76,265) -------- -------- -------- FINANCING ACTIVITIES: Proceds from issuance of note payable 10,000 -- 10,000 Proceeds from common stock subscriptions -- -- 70,010 -------- -------- -------- Cash provided by financing activities 10,000 -- 80,010 -------- -------- -------- Net Increase (Decrease) in Cash (3,226) (30,253) 3,745 Cash, Beginning of Period 6,971 58,579 -- -------- -------- -------- Cash, End of Period $ 3,745 $ 28,326 $ 3,745 ======== ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for: Interest $ -- $ -- $ -- ======== ======== ======== Income taxes $ -- $ -- $ -- ======== ======== ======== See accompanying notes to the condensed financial statements. 6
CONEX MD, INC. Notes to the Condensed Financial Statements Quarter Ended June 30, 2012 NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION The Company was incorporated under the laws of the state of Nevada on December 13, 2007. The Company has limited operations, is considered a development stage company and has not yet realized any revenues from its planned operations. Conex MD is a provider of specialized healthcare staffing to small and medium sized businesses. We intend to recruit healthcare professionals on assignments of varied duration and in permanent positions with clients in the United States. Our services will include hires in administration, information technology, sales and at the executive level. As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date. In the opinion of management, the accompanying unaudited condensed financial statements of Conex MD, Inc. (the "Company") contain all adjustments necessary to present fairly the Company's financial position as of June 30, 2012 and its results of operations and cash flows for the three and six months ended June 30, 2012 and 2011 and for the period from December 13, 2007 (inception) through June 30, 2012. The accompanying unaudited interim financial statements have been prepared in accordance with instructions to Form 10-Q and therefore do not include all information and footnotes required by accounting principles generally accepted in the United States of America. The results of operations for the three and six months ended June 30, 2012 are not necessarily indicative of the results to be expected for the full year. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES USE OF ESTIMATES The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements. The Company bases its estimates on historical experience, management expectations for future performance, and other assumptions as appropriate. The Company re-evaluates its estimates on an ongoing basis; actual results may vary from those estimates. CASH AND CASH EQUIVALENTS The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents. FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying value of the Company's financial instruments, consisting of accounts payable and note payable approximate their fair value due to the short-term maturity of such instruments. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial statements. 7
INCOME TAXES A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. 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. As of June 30, 2012 and December 31, 2011, the Company had no accrued interest or penalties. LOSS PER SHARE The basic loss per share is calculated by dividing our net loss attributable to common shareholders by the weighted average number of common shares during the period. The diluted loss per share is calculated by dividing our net loss attributable to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. The Company has not issued any potentially dilutive financial instruments. RECENTLY ISSUED ACCOUNTING STANDARDS Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements. NOTE 3. NOTE PAYABLE On March 1, 2012, the Company issued a promissory note in the amount of $10,000, the proceeds from which were used to pay professional fees related to the Company's publicly traded status. The promissory note accrues interest at an annual rate of 10% and the principal and unpaid interest are due on March 1, 2013. NOTE 4. INCOME TAXES The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. Since its inception through June 30, 2012, the Company has not generated taxable income and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $85,000 and will expire 20 years from the date the loss was incurred. 8
NOTE 5. STOCKHOLDER'S EQUITY AUTHORIZED The Company is authorized to issue 100,000,000 shares of $0.0001 par value common stock and 50,000,000 shares of preferred stock, par value $0.0001. All common stock shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company. ISSUED AND OUTSTANDING On December 13, 2007, the Company issued 2,500,000 common shares to each of its two Directors for cash consideration of $0.0001 per share. Since inception (December 13, 2007) to October 31, 2010, the Company accepted subscriptions for 3,475,500 shares of common stock from 36 investors pursuant to a series of private placement transactions which closed on July 1, 2010. The private placements were not subject to any minimum investment, and were priced at $0.02 per share, for aggregate gross proceeds of approximately $69,510. NOTE 6. RELATED PARTY TRANSACTIONS On December 13, 2007, the Company issued 2,500,000 common shares to each of its two Directors for cash consideration of $0.0001 per share. During the year ended December 31, 2010, the Company paid its two members of its board of directors professional fees totaling $9,280. NOTE 7. GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has net losses for the period from December 13, 2007 (inception) to June 30, 2012, of $85,214. 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 8. SUBSEQUENT EVENT In July 2012, the Company issued a $12,000 promissory note to a third party investor. The note accrues interest at an annual rate of 10% and matures one year from the date of issuance. The proceeds from the note will be used for working capital purposes. 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This discussion and analysis should be read in conjunction with the accompanying Condensed Financial Statements and related notes. Our discussion and analysis of our financial condition and results of operations are based upon our condensed financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. On an on-going basis we review our estimates and assumptions. Our estimates are based on our historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions. Our critical accounting policies, the policies we believe are most important to the presentation of our financial statements and require the most difficult, subjective and complex judgments, are outlined in Note 2. To the condensed financial statements above, and have not changed significantly. FORWARD-LOOKING STATEMENTS Certain statements made in this report may constitute "forward-looking statements on our current expectations and projections about future events". These forward-looking statements involve known or unknown risks, uncertainties and other factors that may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases you can identify forward-looking statements by terminology such as "may," "should," "potential," "continue," "expects," "anticipates," "intends," "plans," "believes," "estimates," and similar expressions. These statements are based on our current beliefs, expectations, and assumptions and are subject to a number of risks and uncertainties. Although we believe that the expectations reflected-in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. These forward-looking statements are made as of the date of this report, and we assume no obligation to update these forward-looking statements whether as a result of new information, future events, or otherwise, other than as required by law. In light of these assumptions, risks, and uncertainties, the forward-looking events discussed in this report might not occur and actual results and events may vary significantly from those discussed in the forward-looking statements. GENERAL The following discussion and analysis should be read in conjunction with our audited financial statements and related footnotes for the year ended December 31, 2011 included in our Form 10K filed with the Securities and Exchange Commission on March 20, 2012. The discussion of results, causes and trends should not be construed to imply any conclusion that such results or trends will necessarily continue in the future. OVERVIEW Conex MD, Inc. was incorporated on December 13, 2007, under the laws of the State of Nevada. We are a development stage company formed for the purpose of providing specialized healthcare staffing to small and medium sized businesses. We recruit healthcare professionals on assignments of varied duration and in permanent positions with clients in the United States. 10
LIQUIDITY AND CAPITAL RESOURCES As of June 30, 2012 we had $4,245 in current assets (consisting of cash of $3,745 and prepaid expenses of $500), current liabilities of $19,449 (consisting of accounts payable of $9,117 and a note payable of $10,332) and a working capital deficit of $15,204. During the period from December 13, 2007 (inception) to June 30, 2012 we used $76,265 of cash in operations and received net cash of $80,010 from financing activities comprised of $70,010 of proceeds from the sale of our equity securities and $10,000 from the issuance of a note payable. During the six months ended June 30, 2012 and 2011 we used cash of $13,226 and $30,253 in operations, respectively. RESULTS OF OPERATIONS COMPARISON OF THE THREE MONTHS ENDED JUNE 30, 2012 AND 2011 OPERATING EXPENSES The Company's operating expenses decreased by $12,817 from $22,036 for the three months ended June 30, 2011 to $8,240 for the three months ended June 30, 2012. The Company's operating expenses for 2012 consisted of professional fees related to the Company's filing of reports with the SEC for the quarter ended March 31, 2012 of $7,832, transfer agent fees of $95, bank service charges of $64, and $249 of interest on the note payable issued during 2012. The Company's operating expenses for the three months ended June 30, 2011consisted of professional fees related to the filing of an amended registration statement with the SEC of $5,360, cost related to the filing of our March 2011quarterly report with the SEC of $2,880, $10,000 of consulting services related to various matters concerning the Company's publicly company status, website development and programming costs of $3,100, and $696 for income tax return preparation and filing of ownership reports with the SEC. COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 2012 AND 2011 OPERATING EXPENSES The Company's operating expenses decreased by $11,988 from $34,287 for the six months ended June 30, 2011 to $22,299 for the six months ended June 30, 2012. The Company's operating expenses for 2012 consisted of professional fees related to the Company's publicly traded status of $9,020, professional fees related to filing of reports with the SEC of $12,361, transfer agent fees of $380, bank service charges of $205, and $332 of interest on the note payable issued during 2012. The Company's operating expenses for the six months ended June 30, 2011consisted of professional fees related to the filing of a registration statement with the SEC of $14,475, cost related to the filing of our March 2011 quarterly report with the SEC of $2,880, $10,000 of consulting services related to various matters concerning the Company's publicly company status, website development and programming costs of $5,417, and $1,515 for income tax return preparation, filing of ownership reports with the SEC, and transfer agent fees. GOING CONCERN We have incurred net losses of $85,214 from our inception on December 13, 2007 to June 30, 2012 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 11
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 include an explanatory paragraph regarding concerns about our ability to continue as a going concern, including additional information contained in the notes to our financial statements describing the circumstances leading to this disclosure. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows. OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK N/A ITEM 4. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES The Company's Principal Executive Officer and Principal Financial Officer have evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2012. Based upon such evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that, as of June 30, 2012, the Company's disclosure controls and procedures were effective. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING No change in the Company's internal control over financial reporting occurred during the quarter ended June 30, 2012, that materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company knows of no material, existing or pending legal proceedings against it. There are no proceedings in which any of the Company's directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to the Company. ITEM 1A. RISK FACTORS This item is not applicable to smaller reporting companies. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. 12
ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS Exhibit Number Description ------ ----------- 31.1 Certification of CEO Pursuant to 18 U.S.C. ss. 1350, Section 302 31.2 Certification of CFO Pursuant to 18 U.S.C. ss. 1350, Section 302 32.1 Certification Pursuant to 18 U.S.C. ss.1350, Section 906 32.2 Certification Pursuant to 18 U.S.C. ss. 1350, Section 906 101 Interactive Data Files pursuant to Rule 405 of Regulation S-T. 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: August 8, 2012 By: /s/ Dr. Ely Steinberg ------------------------------------ Dr. Ely Steinberg, President and Director (Principal Executive Officer) CONEX MD, INC. Date: August 8, 2012 By: /s/ Dr. Jacob Bar-Ilan ------------------------------------ Dr. Jacob Bar-Ilan, Secretary, Treasurer and Director (Principal Accounting Officer and Principal Financial Officer) 1