UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Form 10-K





(Mark One)





þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended March 31, 2011





TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from           to





Commission file number 333-127389





WEBTRADEX INTERNATIONAL CORP.


(Name of small business issuer in its charter)





Nevada

Applied for(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)47 Avenue Road, Suite 200, Toronto, Ontario, Canada

(Address of principal executive offices)

M5R 2G3

(Zip Code)





Issuer’s telephone number: (416) 929-1806





Securities registered pursuant to Section 12(b) of the Exchange Act:


None





Securities registered pursuant to Section 12(g) of the Exchange Act:


Common Stock, Par Value $0.001 per Share





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes    No þ





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 þ























Indicate by check mark whether the issuer (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ   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. þ





Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.





Large accelerated filer   
Accelerated filer 





Non-accelerated filer     
smaller reporting company þ





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





Of the 15,510,000 shares of voting stock of the registrant issued and outstanding as of March 31, 2011, 9,310,000 shares were held by non-affiliates. The aggregate market value of the voting stock held by non-affiliates of the registrant computed by reference to the closing bid price of its Common Stock as reported on the OTC Bulletin Board on May 18, 2011: $4,189,500.





Transitional Small Business Disclosure Format (check one):


Yes     No þ





DOCUMENTS INCORPORATED BY REFERENCE





None









































































PART I.





Item 1. Description of Business





Forward-Looking Statements




This annual report contains forward-looking statements.  These statements relate to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as “could”, "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.




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.  Except as required by applicable laws, including the securities laws of the United States, we do not intend to update any of the forward-looking statements so as to conform these statements to actual results.




As used in this annual report, the terms "we", "us", "our", “the Company”, mean Webtradex International Corp, unless otherwise indicated.




All dollar amounts in this annual report refer to US dollars unless otherwise indicated.





Overview





We were incorporated on February 23, 2005 under the laws of the state of Nevada. We have had several changes in our officer and director since inception and up to March 9, 2010 when Mr. Kam Shah became our sole president, secretary, treasurer and chief executive officer.





We do not have any subsidiaries. Our principal office was moved on March 22, 2011 to 47 Avenue Road, Suite 200, Toronto, Ontario, Canada from West Palm Beach, Florida. Our telephone number is (416) 929-1806. Our fiscal year end is March 31.





The Company is a start-up, developmental stage company and has not yet generated or realized any revenues from business operations. The Company's business strategy focused on Chip claim exploration in Canada. In 2007 the Company decided to exit this business plan and seek a different plan that would require less start-up capital to develop. Since then, the Company has not yet been able to attract and secure any viable business activity. The Company's auditors have issued a going concern opinion in our audited financial statements for the fiscal year ended March 31, 2011. This means that our auditors believe there is doubt that the Company can continue as an on-going business for the next twelve months unless it obtains additional capital to pay its bills. This is because the Company has not generated any revenues and no revenues are anticipated until it can secure any viable business Accordingly, we must raise cash from sources such as investments by others in the Company and through possible transactions with strategic or joint venture partners. In the event we raise cash, we will likely use such funds to develop a new business plan, which is as yet undetermined. We do not plan to use any capital raised for the purchase of any plant or significant equipment. The following discussion and analysis should be read in conjunction with the financial statements of the Company and the accompanying notes appearing subsequently under the caption "Financial Statements”.
















Employees





As of March 31, 2011, the Company employed no full time and no part time employees.  We anticipate hiring employees over the next twelve months if we are successful in implementing a new plan of operations and are able to raise required funds.





Patents and Trademarks





We do not own, either legally or beneficially, any patents or trademarks.





Available Information





Information regarding the Company's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to these reports, are available to the public from the SEC's website at http://www.sec.gov as soon as reasonably practicable after the Company electronically files such reports with the Securities and Exchange Commission.  Any document that the Company files with the SEC may also be read and copied at the SEC's public reference room located at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.





Risk Factors





You should consider each of the following risk factors and any other information set forth in this Form 10-K and the other Company’s reports filed with the Securities and Exchange Commission (“SEC”), including the Company’s financial statements and related notes, in evaluating the Company’s business and prospects. The risks and uncertainties described below are not the only ones that impact on the Company’s operations and business. Additional risks and uncertainties not presently known to the Company, or that the Company currently considers immaterial, may also impair its business or operations. If any of the following risks actually occur, the Company’s business and financial condition, results or prospects could be harmed.





Risks Associated with the Company’s Prospective Business and Operations





The Company lacks meaningful operating history and will require substantial capital if it is to be successful. We will require additional funds for our operations.





At March 31, 2011, we had a working capital deficiency of approximately $140,000.  We will require significant cash during fiscal 2011, in order to implement any acquisitions. No assurances can be given that the Company will be able to obtain the necessary funding during this time to make any acquisitions.  The inability to raise additional funds will have a material adverse effect on the Company’s business, plan of operation and prospects.  Acquisitions may be made with cash or our securities or a combination of cash and securities. To the extent that we require cash, we may have to borrow the funds or sell equity securities. The issuance of equity, if available, would result in dilution to our stockholders.  We have no commitments from any financing source and we may not be able to raise any cash necessary to complete an acquisition. If we fail to make any acquisitions, our future growth may be limited. If we make any acquisitions, they may disrupt or have a negative impact on our business.





The terms on which we may raise additional capital may result in significant dilution and may impair our stock price. Because of our cash position, our stock price and our immediate cash requirements, it is difficult for us to raise capital for any acquisition. We cannot assure you that we will be able to get financing on any terms, and, if we are able to raise funds, it may be necessary for us to sell our securities at a price that is at a significant discount from the market price and on other terms which may be disadvantageous to us. In connection with any such financing, we may be required to provide registration rights to the investors and pay damages to the investor in the event that the registration statement is not filed or declared effective by specified dates. The price and terms of any financing which would be available to us could result in both the issuance of a significant number of shares and significant downward pressure on our stock price.





The Company’s officers and directors may have conflicts of interest and do not devote full time to the Company’s operations.








The Company’s officers and directors may have conflicts of interest in that they are and may become affiliated with other companies. In addition, the Company’s officers do not devote full time to the Company’s operations. Until such time that the Company can afford executive compensation commensurate with that being paid in the marketplace, its officers will not devote their full time and attention to the operations of the Company. No assurances can be given as to when the Company will be financially able to engage its officers on a full time basis.





We have not voluntarily implemented various corporate governance measures in the absence of which, shareholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.





Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or The Nasdaq Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges and Nasdaq are those that address board of directors' independence, audit committee oversight, and the adoption of a code of ethics. We have not yet adopted any of these corporate governance measures and, since our securities are not yet listed on a national securities exchange or Nasdaq, we are not required to do so. It is possible that if we were to adopt some or all of these corporate governance measures, shareholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.





Provisions of our articles of incorporation and bylaws may delay or prevent take-over which may not be in the best interest of our stockholders.





Provisions of our articles of incorporation and bylaws may be deemed to have anti-takeover effects, which include when and by whom special meetings of our stockholders may be called, and may delay, defer or prevent a takeover attempt. In addition, certain provisions of the Nevada Statutes also may be deemed to have certain anti-takeover effects which include that control of shares acquired in excess of certain specified thresholds will not possess any voting rights unless these voting rights are approved by a majority of a corporation's disinterested stockholders.





We may be exposed to potential risks relating to our internal controls over financial reporting and our ability to have those controls attested to by our independent auditors.





Risks Related to the Company’s Common Stock





The Company does not expect to pay dividends in the foreseeable future.





The Company has never paid cash dividends on its common stock and has no plans to do so in the foreseeable future. The Company intends to retain earnings, if any, to develop and expand its business.





“Penny stock” rules may make buying or selling the common stock difficult and severely limit their market and liquidity.





Trading in the Company’s common stock is subject to certain regulations adopted by the SEC commonly known as the “Penny Stock Rules”. The Company’s common stock qualifies as penny stock and is covered by Section 15(g) of the Securities and Exchange Act of 1934, as amended (the “1934 Act”), which imposes additional sales practice requirements on broker/dealers who sell the Company’s common stock in the market. The “Penny Stock” rules govern how broker/dealers can deal with their clients and “penny stock”. For sales of the Company’s common stock, the broker/dealer must make a special suitability determination and receive from clients a written agreement prior to making a sale. The additional burdens imposed upon broker/dealers by the “penny stock” rules may discourage broker/dealers from effecting transactions in the Company’s common stock, which could severely limit its market price and liquidity. This could prevent investors from reselling our common stock and may cause the price of the common stock to decline.








Although publicly traded, the Company’s common stock has substantially less liquidity than the average trading market for a stock quoted on other national exchanges, and our price may fluctuate dramatically in the future.





Although the Company’s common stock is listed for trading on the Over-the-Counter Electronic Bulletin Board, the trading market in the common stock has substantially less liquidity than the average trading market for companies quoted on other national stock exchanges. A public trading market having the desired characteristics of depth, liquidity and orderliness depends on the presence in the marketplace of willing buyers and sellers of our common stock at any given time. This presence depends on the individual decisions of investors and general economic and market conditions over which we have no control. Due to limited trading volume, the market price of the Company’s common stock may fluctuate significantly in the future, and these fluctuations may be unrelated to the Company’s performance. General market price declines or overall market volatility in the future could adversely affect the price of the Company’s common stock, and the current market price may not be indicative of future market prices.





Item 1B. Unresolved Staff Comments





None





Item 2. Description of Property





The Company’s current executive offices are at 47 Avenue Road, Suite 200, Toronto, Ontario Canada M5R 2G3.  The property consists of approximately 100 square feet of finished office space. We pay no rent or other fees for the use of the mailing address as this office is leased by a company owned by one of our shareholders. We believe that the foregoing space is adequate to meet our current needs and anticipate moving our offices during the next twelve (12) months if we are able to execute a new business plan.





Item 3. Legal Proceedings





None.





Item 4.[REMOVED AND RESERVED.]







PART II





Item 5. Market for Common Equity, Related Stockholder Matters and issuer purchases of equity securities





(a)  Market Information. There is no established trading market in our Common Stock.  The Company's common stock is traded only on the OTC Bulletin Board (OTC: ZDVN).





(b)  Holders.  As of March 31, 2011, there were approximately twenty-eight (28) holders of record of our common stock, which excludes those shareholders holding stock in street name.





(c)  Dividend Policy.  We have not declared or paid cash dividends or made distributions in the past, and we do not anticipate that we will pay cash dividends or make distributions in the foreseeable future. We currently intend to retain and reinvest future earnings, if any, to finance our operations.













Item 6. Selected Financial Data








As a smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are not required to provide the information required by this item.





Item 7. Management's Discussion and Analysis





Discussion and Analysis





The following discussion and analysis should be read in conjunction with the financial statements of the Company and the accompanying notes appearing subsequently under the caption "Financial Statements."





This report on Form 10-K contains forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those discussed in the forward-looking statements and from historical results of operations. Among the risks and uncertainties which could cause such a difference are those relating to our dependence upon certain key personnel, our ability to manage our growth, our success in implementing the business strategy, our success in arranging financing where required, and the risk of economic and market factors affecting us or our customers. Many of such risk factors are beyond the control of the Company and its management.





FOR THE YEAR ENDED MARCH 31, 2011 AND 2010





Results of operations





For the twelve months ended March 31, 2011 and 2010, we had no significant operations.





Net Operating Revenues





There was no operating revenue for the twelve months ended March 31, 2011, and 2010 respectively.





Operating Expenses and Charges





The significant operating expenses for the twelve months ended March 31, 2011, included $13,904 in general and administrative expenses and $24,525 in professional fees. For the twelve months ended March 31, 2010, the significant expenses were $7,327 in general and administrative expenses and $24,487 in professional fees.





Financial Condition, Liquidity and Capital Resources





For the twelve months ended March 31, 2011 and 2010, the Company has not generated cash flow from operations. Consequently, the Company has been dependent upon third party loans to fund its cash requirements.





Our present material commitments are professional and administrative fees and expenses associated with the preparation of our filings with the U.S. Securities and Exchange Commission (“SEC”) and other regulatory requirements. In the event that we engage in any merger or other combination with an operating company, it is likely that we will have additional material commitments.





As of March 31, 2011, the Company had cash of $416. The Company's total assets decreased from $21,491 as of March 31, 2010 to $416. At March 31, 2011, total liabilities increased from $133,013 to $150,367. This increase is attributable to additional borrowing to pay expenses. As of March 31, 2011, the Company had no outstanding debt other than ordinary trade payables, accrued liabilities, short term loans and a stockholder loans. The Company is seeking to raise capital to implement the Company's business strategy.  In the event additional capital is not raised or alternatively debt financing is not available from our shareholders, the Company may seek a merger, acquisition or outright sale.













Business Plan and Strategy





As a direct result of the failure of the Company’s mining business plan it has reverted to the development stage. The Company is currently seeking business opportunities including a business combination with an operating business with significant growth potential. As of yet, we have no definitive agreements or understandings with any prospective business combination candidates and there are no assurances that we will find a suitable business with which to combine.





Going Concern





The accompanying financial statements have been prepared assuming that we will continue as a going concern. We have a stockholders deficit of $172,926 and a working capital deficiency of approximately $150,000 at March 31, 2011, and net losses from operations of $38,429 and $34,304, respectively, for the years ended March 31, 2011 and 2010. These conditions raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.





Critical Accounting Policies





Use of Estimates: The financial statements have been prepared in conformity with generally accepted accounting principles. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition and revenues and expenses for the year then ended. Actual results may differ significantly from those estimates.





Start-Up Costs: Costs of start-up activities, including organization costs, are expensed as incurred, in accordance with Statement of Position (SOP) 98-5.





Net loss per share: Basic loss per weighted average common share excludes dilution and is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The Company applies Statement of Financial Accounting Standards No. 128, "Earnings per Share" (FAS 123).





Fair value of financial instruments: The carrying values of cash and accrued liabilities approximate their fair values due to the short maturity of these instruments.





The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.





Commitments





We do not have any commitments which are required to be disclosed in tabular form as of March 31, 2011.





Off-Balance Sheet Arrangements





We have not entered into any off-balance sheet arrangements. We do not anticipate entering into any off-balance sheet arrangements during the next 12 months.





Item 7A. Quantitative and Qualitative disclosures about market risk.





As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this item.





Item 8. Financial Statements and Supplementary Data





See the index to the Financial Statements below, beginning on page F-1.










Webtradex International Corporation





Consolidated Financial Statements


For the Years Ended March 31, 2011 and 2010








Report of Independent Registered Public Accounting Firms
F-2Balance Sheet
F-3Statements of Operations
F-4Statements of Stockholders’ Equity
F-5Statements of Cash Flows
F-6Notes to Financial Statement
F-7



































































Hamilton PC





2121 S. Oneida St., Suite 312


Denver, CO  80224


P: (303) 548-8072


F: (888) 466-4216


ed@hamiltonpccpa.com








REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








The Board of Directors and Stockholders


Webtradex International Corporation


Toronto, Ontario, Canada





We have audited the accompanying balance sheets of Webtradex International Corporation, as of March 31, 2011 and 2010, and the related statements of operations and comprehensive income, stockholders’ equity (deficit) and cash flows for each of the two years in the period ended March 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). 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, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.





In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Webtradex International Corporation as of March 31, 2011 and 2010, and the result of its operations and its cash flows for each of the two years in the period ended March 31, 2011, in conformity with accounting principles generally accepted in the United States of America.





The accompanying financial statements have been prepared assuming that Webtradex International Corporation will continue as a going concern. As discussed in Note 2 to the financial statements, Webtradex International Corporation suffered recurring losses from operations which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.








Hamilton, PC





/s/ Hamilton, PC





Denver, Colorado


June 24, 2011







F-2




Webtradex International Corporation(an exploration stage enterprise)Balance SheetMarch 31,
2011
2010ASSETSCURRENT ASSETSCash
$
416
17,741Prepaid expenses

-
3,750Total Assets

416
21491LIABILITIES AND STOCKHOLDERS’ EQUITYCURRENT LIABILITIESAccounts payable and accrued liabilities
$
13,042
15,292Notes payable (note 4)

107,721
13,533Advances from stockholder (note 3)

19,604
-Total current liabilities

140,367
28,825LONG-TERM LIABILITIESNotes payable (note 4)

10,000
104,188Total long-term liabilities

10,000
104,188Total Liabilities

150,367
133,013STOCKHOLDERS’ EQUITY (note 5)Common stock, $0.001 par value, authorized 200,000,000 shares;15,510,000 and 7,755,000 shares issued and outstanding March 31, 2011 and 2010 respectively

15,510
7,755Additional paid-in capital

5,090
12,845Accumulated other comprehensive income

2,375
2,375Deficit accumulated during the pre-exploration stage

-172,926
-134,497Total stockholders’ equity

-149,951
-111,522Total Liabilities and  Stockholders’ Equity
$
416
21,491





































The accompanying notes are an integral part of the financial statements




F-3












Webtradex International Corporation(an exploration stage enterprise)Statements of OperationsYear ended March 31,
2011
2010
Cumulative from February 23, 2005 (inception) to March 31, 2011REVENUES
$          -
$         -
$          -OPERATING EXPENSES:General and administrative expenses
13,904
7,327
41,559Geological, mineral, prospecting costs
-
-
9,740Interest expense
-
2,490
3,665Professional fees
24,525
24,487
119,813Total expenses
38,429
34,304
174,777Other comprehensive income
-
-2,675
2,375Net loss
$(38,429)
$(31,629)
$(177,152)Income (loss) per weighted average common share
$(0.00)
$(0.00)Number of weighted average common shares outstanding
13,087,890
7,755,000






























































The accompanying notes are an integral part of the financial statements




F-4







Webtradex International Corp(an exploration stage enterprise)Statement of Stockholders' equity (Deficit)Number of shares
Common stock
Additional Paid-in Capital
Deficit Accumulated During Pre-exploration stage
Accumulated Other Comprehensive Income
Total Stockholders' EquityBEGINNING BALANCE, February 23, 2005
-
$-
$-
$-
$-
$-Shares issued at $0.001
2,500,000
2,500
-
-
-
2,500Shares issued at $0.003
700,000
700
1,400
-
-
2,100Shares issued at $0.0025
4,000,000
4,000
6,000
-
-
10,000Shares issued at $0.01
550,000
550
4,950
-
-
5,500Net loss
-
-
-
(820)
-
(820)BALANCE,March 31, 2005
7,750,000
7,750
12,350
(820)
-
19,280Net loss
-
-
-
(25,102)
-
(25,102)BALANCE,March 31, 2006
7,750,000
7,750
12,350
(25,922)
-
(5,822)Shares issued for services
2,500
3
247
-
-
250Net loss
-
-
-
(21,335)
-
(21,335)BALANCE,March 31, 2007
7,752,500
7,753
12,597
(47,257)
-
(26,907)Shares issued for services
2,500
2
248
-
-
250Net comprehensive loss
-
-
-
-
(250)
(250)Net loss
-
-
-
(22,344)
-
(22,344)BALANCE,March 31, 2008
7,755,000
7,755
12,845
(69,601)
(250)
(49,251)Net loss
-
-
-
(32,443)
-
(32,443)BALANCE,March 31, 2009
7,755,000
7,755
12,845
(102,044)
(250)
(81,694)Net loss
-
-
-
(32,453)
2,625
(29,828)BALANCE,March 31, 2010
7,755,000
7,755
12,845
(134,497)
2,375
(111,522)2 for 1 forward split
7,755,000
7,755
(7,755)Net loss



(38,429)

(38,429)ENDING BALANCE, March 31, 2011
15,510,000
15,510
5,090
(172,926)
2,375
(149,951)
































The accompanying notes are an integral part of the financial statements




F-5












Webtradex International Corporation(an exploration stage enterprise)Statement of Cash FlowsYear ended March 31,
2011
2010
Cumulative from February 23, 2005 (inception) to March 31, 2011CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
(38,429)
(34,304)
(174,777)Adjustments to reconcile net loss to net cash used by operating activities:Common stock issued for services
-
-
500Amortization of note payable discount
-
2,490
3,665Amortization of prepaid interest
-
-
6,549Changes in operating assets and liabilitiesIncrease (decrease) in accounts payable and accrued liabilities
(2,250)
-
10,350(Increase) decrease in prepaid expenses
3,750
(3,750)
-Net cash provided (used) by operating activities
(36,929)
(35,564)
(153,713)CASH FLOWS FROM FINANCING ACTIVITIES:Common stock issued for cash
-
-
20,100Proceeds from short term loans from shareholder
19,604

19,604Proceeds from Notes payable
-
50,000
119,425Payments on notes payable
-
-
(5,000)Net cash provided by financing activities
19,604
50,000
154,129Net increase (decrease) in cash
(17,325)
14,436
416CASH,beginning of year
17,741
3,305
-CASH,end of period
416
17,741
416SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Non-Cash Financing Activities:None






















The accompanying notes are an integral part of the financial statements




F-6


Webtradex International Corporation


(an exploration stage enterprise)


Year ended March 31, 2011





NOTES TO FINANCIAL STATEMENTS





Note 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





(a) The Company  Webtradex International Corporation, is a Nevada chartered development stage corporation which conducts business from its executive office in Toronto, Ontario, Canada.





On June 10, 2010, the Company changed its name from Zandaria Ventures, Inc. to Webtradex International Corporation.





On March 22, 2011, the Company moved its executive office to Toronto, Ontario, Canada  from West Palm Beach, Florida.





The following summarize the more significant accounting and reporting policies and practices of the Company:





(b) Basis of Presentation                                           These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is March 31.





(c) Use of estimatesThe financial statements have been prepared in conformity with generally accepted accounting principles.  In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition and revenues and expenses for the year then ended.  Actual results may differ significantly from those estimates.





(d) Start-up costsCosts of start-up activities, including organization costs, are expensed as incurred, in accordance with Statement of Position (SOP) 98-5.





(e) Stock compensation for services rendered The Company may issue shares of common stock in exchange for services rendered.  The costs of the services are valued according to generally accepted accounting principles and have been charged to operations.





(f) Net income (loss) per shareBasic loss per share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period.








(g) Property and equipmentAll property and equipment are recorded at cost and depreciated over their estimated useful lives, using the straight-line method.  Upon sale or retirement, the cost and related accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is  included in the results of operations.  Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred.





(h) Cash and equivalents For purposes of the statement of cash flows, the Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalent





(i) Income Taxes                                 Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740,Income Taxes as of its inception. Pursuant to ASC 740 the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.





F-7







Webtradex International Corporation


(an exploration stage enterprise)


Year ended March 31, 2011





NOTES TO FINANCIAL STATEMENTS





NOTE 2 - GOING CONCERN





The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company’s financial position and operating results raise substantial doubt about the Company’s ability to continue as a going concern, as reflected by the net loss of $172,926 accumulated through March 31, 2011.  The ability of the Company to continue as a going concern is dependent upon commencing operations, developing sales and obtaining additional capital and financing.  The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.  The Company is currently seeking additional capital to allow it to begin its planned operations





NOTE 3 – SHORT TERM LOANS FROM STOCKHOLDER





An entity owned by a shareholder of the Company advanced funds from time to time to the Company. These advances are repayable on demand and do not carry any interest.








NOTE 4 - NOTES PAYABLE





The Company has entered into a series of notes payable, all of which bear no stated interest rate and are unsecured.





March 31, 2011and 2010August 4, 2006

$
5,000September 1, 2006


900February 2, 2007


8,286April 16, 2007


4,280July 11, 2007


4,255July 17, 2007


5,000October 18, 2007


10,000April 7, 2008


20,000November 12, 2008


10,000May 20, 2009


20,000October 6, 2009


10,000October 23, 2009


10,000March  9, 2010


10,000$117,721





(i)
All notes are payable to the two past CEOs of the Company or to entities controlled by them.


(ii)
All notes payable except for the note payable issued on March 9, 2010, are due on December 31, 2011 and are therefore classified as current liabilities. Note payable dated March 9, 2010 for $10,000 is due on December 31, 2012 and is included under long term liabilities.


(iii)
April 16, 2007 note payable of $4,280 has conversion rights which allow for the conversion of the note in whole or in part at any time prior to the payment or ten days thereafter into common stock of the Company at a conversion rate of the lesser of 66 2/3% of the average closing bid and ask price on the date of conversion or $0.25 per share.  . The Company has recognized a discount of $6,002 for these notes to be amortized as interest over the term of these notes.





Webtradex International Corporation


(an exploration stage enterprise)


Year ended March 31, 2011





NOTES TO FINANCIAL STATEMENTS








NOTE 5 – STOCKHOLDERS EQUITY





At March 31, 2011, the Company has 200,000,000 common shares of par value $0.001 common stock authorized and 15,510,000 issued and outstanding. At inception, February 23, 2005 the Company issued 2,500,000 shares of common stock in exchange for cash of $2,500, or $0.001. During March 2005, the Company issued 700,000 shares of common stock in exchange for cash of $2,100, or $0.003; 4,000,000 shares of common stock in exchange for cash of $10,000, or $0.0025 and 550,000 shares of common stock in exchange for cash of $5,500, or $0.01. During the fiscal year ended March 31, 2007 and 2008 the Company issued 2,500 shares of common stock in exchange for services valued at $250, or $0.01, each year, for a total issued of 5,000 shares for services valued at $500.





On June 10, 2010, the Board approved a 2 for 1 forward split of the common stock issued and outstanding on June 21, 2010, based on approval by the Company’s shareholders representing 51.7% of the Company’s common stock. FINRA approved the forward split on July 23, 2010. As a result of the 2 for 1 forward split, $7,750 representing the common stock par value of 7,750,000 common shares was transferred from additional paid in capital to common stock .





NOTE 6 - MINERAL PROPERTY





On April 5, 2005, the Company entered into a purchase agreement, amended on April 6, 2006, to acquire a 100% interest in a mineral claim located in British Columbia, Canada. This purchase agreement required the Company to pay:





a) $2,500 upon execution of the agreement - (paid on March 29, 2005)


b) $1,000 for an amendment of the agreement - (not paid)


c) $17,500 on or before April 5, 2007 (not paid)





This agreement is subject to a 2 1⁄2% smelter royalty and a 7 1⁄2% gross rock royalty to a total of $20,000. As the Company has not made the subsequent two required payments, the Company has written off as worthless its initial investment in this claim, however the counter-party has not notified the Company of its default status, therefore the Company does retain this interest.





NOTE 7 – INCOME TAXES





The Company has tax losses which may be applied against future taxable income.  The potential tax benefits arising from these loss carry forwards expire beginning in 2028 and are offset by a valuation allowance due to the uncertainty of profitable operations in the future.  The net operating loss carry forward was $172,926 at March 31, 2011.





The Company is subject to United States income taxes at a rate of 34%. The reconciliation of the provision for income taxes at the United States statutory rate compared to the Company’s income tax expense as reported is as follows:





Year Ended March 31,2011

2010Income tax recovery at statutory rate
13,066

11,663Valuation allowance change
(13,066)

(11,663)Provision for income taxes
$-

$-










Webtradex International Corporation


(an exploration stage enterprise)


Year ended March 31, 2011





NOTES TO FINANCIAL STATEMENTS





NOTE 8 – SUBSEQUENT EVENTS





We evaluated subsequent events through the date and time the financial statements were issued on June 24, 2011.



















Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure





We have had no disagreements on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures with our accountants for the year ended March 31, 2011 or any interim period.





We have not had any other changes in nor have we had any disagreements, whether or not resolved, with our accountants on accounting and financial disclosures during our two recent fiscal years or any later interim period.





Item 9a. Controls and Procedures





Evaluation of Disclosure Controls and Procedures





Our management, with the participation of our Chief executive and financial officer, carried out an evaluation of the effectiveness of our “disclosure controls and procedures” (as defined in the Exchange Act Rules 13a-15(e) and 15-d-15(e)) as of the end of the period covered by this report (the “Evaluation Date”). Based upon that evaluation, the chief executive and  financial officer concluded that as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our chief executive  and financial officer, as appropriate to allow timely decisions regarding required disclosure.





Our management, including chief executive and financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, management’s evaluation of controls and procedures can only provide reasonable assurance that all control issues and instances of fraud, if any, within Webtradex International Corp have been detected.





Management's Report on Internal Control over Financial Reporting





Our Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act. Those rules define internal control over financial reporting as a process designed to provide reasonable  assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles  and includes those policies and procedures that: 1.Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; 2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation  of financial statements in accordance with generally accepted accounting principles, and that out receipts and expenditures are being made only in accordance with authorizations of our management and directors;  and 3. Provide reasonable assurance regarding prevention or timely  detection of unauthorized acquisitions, use or disposition our assets that could have a material effect on our financial statements.





Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.





Management assessed the effectiveness of our internal control over financial reporting and disclosure controls and procedures as of March 31, 2011. In making this assessment, our management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on our assessment, we believe that, as of March 31, 2011, our internal control over financial reporting and disclosure controls and procedures was effective based on those criteria.




This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report.












Changes in Internal Control Over Financial Reporting





There have been no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





Item 9b. Other Information





None.





PART III





Item 10. Directors, Executive Officers AND CORPORATE GOVERNANCE





(a) Set forth below are the names, ages, positions, with the Company and business experiences of the executive officers and directors of the Company.





Name

Age

Position(s) with CompanyKam Shah

60

Chief Executive and financial  Officer, Secretary and Director





Business Experience





Kam Shah is a CPA in good standing with the American Institute of Certified Public Accountants (United States) and is a CA in good standing with the Canadian Institute of Chartered Accountants.  Mr. Shah is the Chief Executive Officer and Chief Financial Officer for Bontan Corporation, Inc., (“Bontan”), a company engaged in the resource sector that is currently traded on the OTCBB under the symbol “BNTNF”.  Mr. Shah has been in these capacities since July 2004.





During the past five years, Mr. Shah has not been the subject of the following events:







1.   Any bankruptcy petition filed by or against any business of which Mr Shah was a general partner or executive officer either at the time of   the bankruptcy or within two years prior to that time.





2.   Any conviction in a criminal proceeding or being subject to a pending    criminal proceeding.





3.   An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent   jurisdiction, permanently or   temporarily enjoining, barring, suspending or otherwise limiting Mr.  Shah's involvement in any type of business, securities or banking activities.





4.   Found by a court of competent jurisdiction (in a civil action), the   Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or   commodities law, and the judgment has not been reversed, suspended or   vacated.





Committees of the Board of Directors





As we only have one Board member and given our limited operations, we do not have separate or independent audit or compensation committees. In addition, we have not adopted any procedures by which our stockholders may recommend nominees to our Board.













Compensation of Directors





Our directors receive no cash compensation.





Terms of Office





Our directors are appointed for one-year terms to hold office until the next annual general meeting of the holders of our Common Stock or until removed from office in accordance with our by-laws. Our officers are appointed by our board of directors and hold office until removed by our board of directors.





Compliance with Section 16(a) of the Securities Exchange Act of 1934





For companies registered pursuant to section 12(g) of the Exchange Act, Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than ten percent of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission.  Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.  To our knowledge, based solely on a review of the copies of reports furnished to us and written representations that no other reports were required, Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were not complied with on a timely basis for the period which this report relates.





Code of Ethics





We have not adopted a Code of Ethics given our limited operations. We expect that following a merger or other acquisition transaction, our Board will adopt a Code of Ethics.





Conflicts of Interest





None of our officers will devote more than a portion of his time to our affairs. There will be occasions when the time requirements of our business conflict with the demands of the officers other business and investment activities. Such conflicts may require that we attempt to employ additional personnel. There is no assurance that the services of such persons will be available or that they can be obtained upon terms favourable to us.





Our officers, directors and principal shareholders may actively negotiate for the purchase of a portion of their common stock as a condition to, or in connection with, a proposed merger or acquisition transaction, if any. In the event that such a transaction occurs, it is anticipated that a substantial premium may be paid by the purchaser in conjunction with any sale of shares by our officers, directors and principal shareholders made as a condition to, or in connection with, a proposed merger or acquisition transaction. The fact that a substantial premium may be paid to members of our management to acquire their shares creates a conflict of interest for them and may compromise their state law fiduciary duties to our other shareholders. In making any such sale, members of Company management may consider their own personal pecuniary benefit rather than the best interests of the Company and the Company's other shareholders, and the other shareholders are not expected to be afforded the opportunity to approve or consent to any  particular buy-out transaction involving shares held by members of Company management.





It is not currently anticipated that any salary, consulting fee, or finder’s fee shall be paid to any of our directors or executive officers, or to any other affiliate of us except as described under Executive Compensation below.





Although management has no current plans to cause us to do so, it is possible that we may enter  into an agreement with an acquisition candidate requiring the sale of all or a portion of the Common Stock held by our current stockholders to the acquisition candidate or principals  thereof, or to other individuals or business entities, or requiring some other form of payment to our current stockholders, or requiring the future employment of specified officers and payment of salaries to them. It is more likely than not that any sale of securities by our current stockholders to an acquisition candidate would be at a price substantially higher than that originally paid by such stockholders. Any payment to current stockholders in the context of an acquisition involving us would be determined entirely by the largely unforeseeable terms of a future agreement with an unidentified business entity.
















Item 11. Executive Compensation








Mr. Kam Shah is our sole director and officer for the years ended March 31, 2010 and 2011 and received no compensation, restricted stock awards, long-term incentive plan payouts or other types of compensation during these years.





Compensation of Directors





We do not currently pay any cash fees to our sole director, nor do we pay director’s expenses in attending Board meetings.





Bonuses and Deferred Compensation





We do not have any bonus, deferred compensation or retirement plan.





Stock Option and Stock Appreciation Rights





We do not currently have a Stock Option or Stock Appreciation Rights Plan. No stock options or stock appreciation rights were awarded during the fiscal year ended March 31, 2011, or the period ending on the date of this Report.





Termination of Employment and Change of Control Arrangement





There are no compensatory plans or arrangements, including payments to be received from us, with respect to any person named in cash compensation set out above which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person's employment with us, or any change in control of us, or a change in the person's responsibilities following a changing in control.





Item 12. Security Ownership of Certain Beneficial Owners and Management





The following table sets forth, as of March 31, 2011, information with respect to the beneficial ownership of our common stock by (i) persons known by us to beneficially own more than five percent of the outstanding shares, (ii) each director, (iii) each executive officer and (iv) all directors and executive officers as a group.





Common Stock

Beneficially OwnedName and Address

Title of Class

Number


Percent (1)Jeffrey Robinson

2310 Paseo Del Prado

# A206, Las Vegas, NV 89102



Kam Shah  - sole director and Executive Officer

47 Avenue Road, Suite 200

Toronto, Ontario M5R 2G3

Common


5,000,000









Nil



32.24%









Nil





(1) Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).  In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding on March 31, 2011. As of March 31, 2011, there were 15,510,000 shares of our common stock issued and outstanding.














Securities Authorized for Issuance Under Equity Compensation Plans





We currently do not have any equity compensation plans.





Item 13. Certain Relationship and Related Transactions





None of the following persons has any direct or indirect material interest in any transaction to which we were or are a party during the past two years, or in any proposed transaction to which we propose to be a party:




(a) any director or officer;




(b) any person proposed to be a nominee for election as a director;




(c) any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our common stock; or




(d) any immediate family member, including any spouse, child, parent, step-child, step-parent, sibling or in-law, of any of the foregoing.




Director Independence




There is presently no public market for our common stock. As a result, for purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 4200(a) (15). Under NASDAQ Rule 4200(a) (15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Mr. Kam Shah acts as our sole director and as our sole executive officer. As such, we do not have any independent directors.





Item 14. Principal Accounting Fees and Services




The aggregate fees billed for the fiscal years ended March 31, 2011 and 2010 for professional services rendered by the principal accountant for the audit of the Corporation's financial statements in our Annual Reports on Form 10K and review of the financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:








Year ended March 31

Audit Fees

Audit-Related Fees
Tax Fees
All Other Fees2011

$
16,000

none
none
none2010

$
16,000

none
none
none





We do not currently have a standing audit committee. The above services were approved by the Board.


In discharging its oversight responsibility as to the audit process, the Board discussed with the auditors any relationships that may impact their objectivity and independence, including fees for non-audit services, and satisfied itself as to the auditors' independence.













PART IV





Item 15. Exhibits and Financial Statement Schedules





(a)
The following documents are filed as part of this Report:





1.
Financial Statements. The following financial statements and the report of our independent registered public accounting firm are filed herewith.






Report of Independent Registered Public Accounting Firm
Balance Sheets at March 31, 2011 and 2010






Statements of Operations for the years ended March 31, 2011 and 2010 and for the period from February 23, 2005 (Inception) to March 31, 2011
Statements of Stockholders’ Equity (Deficit) for the period from February 23, 2005 (Date of Inception) to March 31, 2011
Statements of Cash Flows for the years ended March 31, 2011 and 2010 and for the period from February 23, 2005 (Date of Inception) to March 31, 2011






Notes to Financial Statements





2.
Financial Statement Schedules.





Schedules are omitted because the information required is not applicable or the required information is shown in the financial statements or notes thereto.





3.
Exhibits Incorporated by Reference or Filed with this Report.





(a) The exhibits required to be filed herewith by Item 601 of Regulation S-K, as described in the following index of exhibits, are incorporated herein by reference, as follows:





Exhibit No.

Description




31.1           Section 302 Certification of Chief Executive Officer and Chief Financial Officer




32.2           Section 906 Certification of Chief Executive Officer and Chief Financial Officer
















SIGNATURES





In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





WEBTRADEX INTERNATIONAL CORPDate: June 24, 2011By: /s/Kam ShahKam Shah,

Chief Executive Officer, Chief Financial Officer,

President, Secretary, Treasurer and Director

(Principal Executive Officer)

(Principal Financial Officer)





In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.





Date: June 24, 2011/s/Kam ShahKam Shah

Chief Executive Officer, Chief Financial Officer,

President, Secretary, Treasurer and Director

(Principal Executive Officer)

(Principal Financial Officer)