UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For quarterly period ended January 31, 2010
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 000-53547
TRADEON, INC.
(Exact name of registrant as specified in its charter)
Nevada 26-1548693
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
30 Eliahu Miferrera st. Tel Aviv, Israel 69865
(Address of principal executive offices) (Zip Code)
Telephone: +1 (866) 261-2522
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address, and former fiscal year,
if changed since last report)
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 checkmark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition 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 [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]
There were 6,794,880 shares of common stock $0.0001 par value per share,
outstanding on February 25, 2010.
TABLE OF CONTENTS
Page
----
PART I. Financial Information:
Item 1. Financial Statements 3
Balance Sheets
Statement of Operations
Statement of Changes in Stockholder's Equity
Statement of Cash Flows
Notes to Financial Statements January 31, 2010
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 11
Item 4/4T. Controls and Procedures 11
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 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits 12
Signatures 13
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TradeOn, Inc.
(A Development Stage Company)
BALANCE SHEETS
January 31, 2010
January 31, October 31,
2010 2009
-------- --------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS:
Cash in bank $ 11,655 $ 37,341
-------- --------
Total current assets 11,655 37,341
-------- --------
TOTAL ASSETS $ 11,655 $ 37,341
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 113 $ 540
-------- --------
Total current liabilities 113 540
STOCKHOLDERS' EQUITY
Preferred stock, par value $0.0001per share,
50,000,000 shares authorized, none outstanding -- --
Common stock, par value $0.0001 per share, 100,000,000 shares
authorized; 6,794,880 shares issued and outstanding 679 679
Additional paid-in capital 70,111 70,111
(Deficit) accumulated during the development stage (59,248) (33,989)
-------- --------
Total stockholders' equity 11,542 36,801
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 11,655 $ 37,341
======== ========
The Accompanying Notes Are an Integral Part of these Financial Statements
3
TradeOn, Inc.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(unaudited)
Three Months Three Months December 7, 2007
Ended Ended (Inception) to
January 31, January 31, January 31,
2010 2009 2010
---------- ---------- ----------
REVENUES $ -- $ -- $ --
---------- ---------- ----------
EXPENSES:
Organization costs -- -- 918
Filing fees 484 1,241 2,012
Professional fees 24,492 4,500 55,363
Bank service charges 283 214 956
---------- ---------- ----------
Total general and administrative expenses 25,259 5,955 59,248
---------- ---------- ----------
(LOSS) FROM OPERATIONS (25,259) (5,955) (59,248)
OTHER INCOME (EXPENSE) -- -- --
---------- ---------- ----------
INCOME BEFORE INCOME TAXES (25,259) (5,955) (59,248)
PROVISION FOR INCOME TAXES -- -- --
---------- ---------- ----------
NET (LOSS) $ (25,259) $ (5,955) $ (59,248)
========== ========== ==========
(LOSS) PER COMMON SHARE:
(Loss) per common share - Basic and Diluted $ -- $ --
========== ==========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING - BASIC AND DILUTED 6,794,880 6,794,880
========== ==========
The Accompanying Notes Are an Integral Part of these Financial Statements
4
TradeOn, Inc.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM INCEPTION (December 7, 2007)
THROUGH JANUARY 31, 2010
(unaudited)
(Deficit)
Accumulated
Common Stock Additional During the
--------------------- Paid-in Development
Shares Amount Capital Stage Totals
------ ------ ------- ----- ------
BALANCE AT INCEPTION -- $ -- $ -- $ -- $ --
Common stock issued for cash 4,000,000 400 518 -- 918
Common stock issued for cash 2,794,880 279 69,593 -- 69,872
Net (loss) for the year -- -- -- (6,943) (6,943)
--------- ------ -------- --------- --------
BALANCE - OCTOBER 31, 2008 6,794,880 $ 679 $ 70,111 $ (6,943) $ 63,847
Net (loss) for the period -- -- -- (27,046) (27,046)
--------- ------ -------- --------- --------
BALANCE - OCTOBER 31, 2009 6,794,880 $ 679 $ 70,111 $ (33,989) $ 36,801
Net (loss) for the period -- -- -- (25,259) (25,259)
--------- ------ -------- --------- --------
BALANCE - JANUARY 31, 2010 6,794,880 $ 679 $ 70,111 $ (59,248) $ 11,542
========= ====== ======== ========= ========
The Accompanying Notes Are an Integral Part of these Financial Statements
5
TradeOn, Inc.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(unaudited)
Three Months Three Months December 7, 2007
Ended Ended (Inception) to
January 31, January 31, January 31,
2010 2009 2010
-------- -------- --------
OPERATING ACTIVITIES:
Net (loss) $(25,259) $ (5,955) $(59,248)
Adjustments to reconcile net (loss) to
net cash (used in) operating activities:
Changes in net assets and liabilities-
Prepaid expenses -- (2,000) --
Accounts payable and accrued liabilities (428) -- 113
-------- -------- --------
NET CASH USED IN OPERATING ACTIVITIES (25,686) (7,955) (59,136)
-------- -------- --------
INVESTING ACTIVITIES:
NET CASH USED IN INVESTING ACTIVITIES -- -- --
-------- -------- --------
FINANCING ACTIVITIES:
Issuance of common stock -- -- 70,791
-------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES -- -- 70,791
-------- -------- --------
NET (DECREASE) INCREASE IN CASH (25,686) (7,955) 11,655
CASH - BEGINNING OF PERIOD 37,341 63,847 --
-------- -------- --------
CASH - END OF PERIOD $ 11,655 $ 55,892 $ 11,655
======== ======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ -- $ -- $ --
======== ======== ========
Income taxes $ -- $ -- $ --
======== ======== ========
The Accompanying Notes Are an Integral Part of these Financial Statements
6
TradeOn, Inc.
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
January 31, 2010
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
The Company was incorporated under the laws of the state of Nevada on December
7, 2007. The Company has limited operations and is considered a development
stage company and has not yet realized any revenues from its planned operations.
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.
We have evaluated subsequent events, as defined by FASB ASC 855-10, "Subsequent
Events," through the date that the financial statements were issued on February
11, 2010.
NOTE 2 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company without
audit. In the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position,
results of operations, and cash flows at January 31, 2010, and for all periods
presented herein, have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted. It is suggested
that these condensed financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's October 31,
2009 audited financial statements. The results of operations for the period
ended January 31, 2010 is not necessarily indicative of the operating results
for the full year.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles in the United States of America applicable to a going
concern which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has not yet
established an ongoing source of revenues sufficient to cover its operating
costs and allow it to continue as a going concern. The ability of the Company to
continue as a going concern is dependent on the Company obtaining adequate
capital to fund operating losses until it becomes profitable. If the Company is
unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other
things, additional capital resources. Management's plan is to obtain such
resources for the Company by obtaining capital from management and significant
shareholders sufficient to meet its minimal operating expenses and seeking
equity and/or debt financing. However management cannot provide any assurances
that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.
NOTE 4 - RELATED PARTY TRANSACTIONS
Since December 7, 2007 (Inception) through January 31, 2010, the company paid
$9,710 to its Director, Amit Sachs and $8,500 to its Director, Moshe Basson, for
consulting services.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD LOOKING STATEMENTS
This quarterly report on Form 10-Q contains certain forward-looking statements.
Forward-looking statements may include our statements regarding our goals,
beliefs, strategies, objectives, plans, including product and service
developments, future financial conditions, results or projections or current
expectations. In some cases, you can identify forward-looking statements by
terminology such as "may," "will," "should," "expect," "plan," "anticipate,"
"believe," "estimate," "predict," "potential" or "continue," the negative of
such terms, or other comparable terminology. Such forward-looking statements
appear in this Item 2 - "Management's Discussion and Analysis of Financial
Condition and Results of Operations," and include statements regarding our
expectations regarding our short - and long-term capital requirements and our
business plan and estimated expenses for the coming 12 months. These statements
are subject to known and unknown risks, uncertainties, assumptions and other
factors that may cause actual results to be materially different from those
contemplated by the forward-looking statements. The business and operations of
TradeOn, Inc. are subject to substantial risks, which increase the uncertainty
inherent in the forward-looking statements contained in this report. We
undertake no obligation to release publicly the result of any revision to these
forward-looking statements that may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
Further information on potential factors that could affect our business is
described under the heading "Risks Related To Our Business" in "Risk Factors" in
our registration statement on Form S-1 (File no. 333-156418), which was declared
effective on January 5, 2009. Readers are also urged to carefully review and
consider the various disclosures we have made in this report.
OVERVIEW
We are a development stage company with limited operations and no revenues from
our business operations. Our offices are currently located at 30 Eliahu
Miferrera St. Tel Aviv 69865 Israel, which has been donated free of charge from
our President and director, Mr. Amit Sachs.We were incorporated under the laws
of the state of Nevada on December 7, 2007. Our common stock is quoted on the
OTC Bulletin Board under the symbol "TACN".
We are developing and plan to offer a mobile price comparison service for use by
the general public. Our service will enable consumers while out shopping in a
store to compare or look up prices of a certain product by sending a text
message from their cell phone to our system. We have named our system
TradeOnSMS. Our planned system will accept text messages from mobile phones
containing the name or part number of a certain product. Once the message is
received, TradeOnSMS will search the Internet for the best price and retailer
and send back a text message to the mobile phone with the results.
In our management opinion, the Internet has transformed the way consumers buy
goods. Consumers shop online to take advantage of convenience, selection and the
ability to compare prices between different stores. However, consumers have
difficulty making informed purchase decisions while out shopping and being away
from their computer and Internet access.
Our goal is to help consumers make informed purchase decisions by enabling them
to compare products, prices and stores while out shopping. We will generate
revenues from consumers that will subscribe to our service.
We currently have no revenues or customers for our services. At this stage in
our development, there can be no assurance that we will be successful in
generating revenues from our subscription based online system or that
prospective customers seeking price comparison service will be receptive to
using our service.
As of the date hereof, we have not been successful in raising the additional
funding necessary to continue with our business plan. Historically, we have been
able to raise a limited amount of capital through private placements of our
common stock, but we are uncertain about our continued ability to raise funds
privately. The recent credit crisis has only made our situation more difficult,
because investors who were historically receptive to startup situations have
become almost nonexistent in this current environment. Without further loans
from our directors, we only have sufficient funds to continue with our business
in a maintenance mode for the next 1-2 months. We believe that a commercial
version of TradeOnSMS requires an additional $50-55,000 in cash for additional
development costs and at least 3-6 months to complete development.
As a result of this difficult environment and our lack of cash to continue with
our business, our directors have been analyzing the various alternatives
available to our company to ensure our survival and to preserve our
shareholder's investment in our common shares. This analysis has included
sourcing additional forms of financing to continue our business as is, or
mergers and/or acquisitions which would likely involve a change of business. Our
preference is to raise additional, suitable financing to continue with business,
but at this stage in our operations, we believe either course is acceptable, as
our operations have not been profitable and our future prospects for our
business are not good without further significant financing.
8
POTENTIAL MERGERS AND ACQUISITIONS
Concurrent with efforts to find suitable financing for our business, we are also
focusing on analyzing potential business opportunities with more established
business entities for merger or acquisition with our company. In certain
instances, a target business may wish to become a subsidiary of our company or
may wish to contribute assets to our company rather than merge. We anticipate
that any new acquisition or business opportunities by our company will require
additional financing. There can be no assurance, however, that we will be able
to acquire the financing necessary to enable us to pursue our plan of operation.
If our company requires additional financing and we are unable to acquire such
funds, our business may fail.
In implementing a structure for a particular business acquisition or
opportunity, we may become a party to a merger, consolidation, reorganization,
joint venture, or licensing agreement with another corporation or entity. We may
also acquire stock or assets of an existing business. Upon the consummation of a
transaction, it is likely that our present management will no longer be in
control of our company and our existing business will close down. In addition,
it is likely that our officers and directors will, as part of the terms of the
acquisition transaction, resign and be replaced by one or more new officers and
directors.
We anticipate that the selection of a business opportunity in which to
participate will be complex and without certainty of success. Management
believes that there are numerous firms in various industries seeking the
perceived benefits of being a publicly registered corporation. Business
opportunities may be available in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex.
We may seek a business opportunity with entities who have recently commenced
operations, or entities who wish to utilize the public marketplace in order to
raise additional capital in order to expand business development activities, to
develop a new product or service, or for other corporate purposes. We may
acquire assets and establish wholly-owned subsidiaries in various businesses or
acquire existing businesses as subsidiaries.
Mr. Sachs is undertaking the search for and analysis of new business
opportunities. He is not a professional business analyst. In seeking or
analyzing prospective business opportunities, Mr. Sachs may utilize the services
of outside consultants or advisors. At this stage, we can provide no assurance
that we will be able to locate compatible business opportunities, what
additional financing we will require to complete a combination or merger with
another business opportunity, or whether the opportunity's operations will be
profitable. Further, we believe that our company may have more difficulties
raising capital for our existing business than for a new business opportunity.
We have held preliminary negotiations with prospective business entities but
have not entered into any formal written agreements for a business combination
or opportunity. If any such agreement is reached, we intend to disclose such an
agreement by filing a current report on Form 8-K with the Securities and
Exchange Commission.
If we are unable to secure adequate capital to continue our business or
alternatively, complete a merger or acquisition, our shareholders will lose some
or all of their investment and our business will likely fail.
PLAN OF OPERATION
The following discussion of the plan of operation, financial condition, results
of operations, cash flows and changes in financial position of our Company
should be read in conjunction with our most recent financial statements and
notes appearing elsewhere in this Form 10-Q; and our 10K for October 31, 2009,
filed on edgar on December 24, 2009.
We are a development stage company with very limited operations to date, no
revenue, very limited financial backing and few assets. Our immediate priority
is to either secure suitable financing to continue with our existing business or
change our business and conclude a merger, acquisition or combination with a
business prospect. This is critical to to ensure our survival and to preserve
our shareholder's investment in our common shares. At this stage in our
operations, we believe either course is acceptable, as our operations have not
been profitable and our company will fail without further significant financing.
We currently have a small working capital deficiency including what we owe to
our director. Our directors have indicated that they are willing to lend our
company minimum funds to enable us meet our statutory corporate and reporting
obligations for the next 12 months through unsecured, no interest loans.
We believe we require a minimum of $55,000 in additional financing to continue
and commercially develop our existing business over the next 12 months,
including $39,000 of development costs to complete our proposed product.
9
Concurrent with our search for additional financing for our existing business,
we are also actively seeking business opportunities with established business
entities for the merger of a target business with our company. In certain
instances, a target business may wish to become a subsidiary of our company or
may wish to contribute assets to our company rather than merge. We anticipate
that any new acquisition or business opportunities by our company will require
additional financing and that we will close our existing business. There can be
no assurance, however, that we will be able to acquire the financing necessary
to enable us to pursue this new plan. If our company requires additional
financing and we are unable to acquire such funds, our business may fail.
We may seek a business opportunity with entities who have recently commenced
operations, or entities who wish to utilize the public marketplace in order to
raise additional capital in order to expand business development activities, to
develop a new product or service, or for other corporate purposes. We may
acquire assets and establish wholly-owned subsidiaries in various businesses or
acquire existing businesses as subsidiaries.
At this stage, we cannot quantify what additional financing we will require to
complete a combination or merger with another business opportunity, or whether
the opportunity's operations will be profitable.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JANUARY 31, 2010 COMPARED TO THREE MONTHS ENDED JANUARY 31,
2009 AND THE PERIOD FROM INCEPTION TO JANUARY 31, 2010
We incurred operating expenses of $25,259 for the three months ended January 31,
2010 compared to $5,955 for the three months ended January 31, 2009. From
inception to January 31, 2010 we have incurred operating expenses of $59,248.
Operating expenses increased from the comparative period due to an overall
increase in our activity and increased expenses as a result of being a reporting
company.
Significant elements include:
* $24,492 in professional fees related to accounting and consulting for
the three months ended January 31, 2010 compared to $4,500 for the
three months ended January 31, 2009.
NET LOSS
We incurred a net loss of $25,259 for the three months ended January 31, 2010
compared to $5,955 for the three months ended January 31, 2009. From inception
to January 31, 2010 we have incurred losses of $59,248.
LIQUIDITY AND CAPITAL RESOURCES
To date, we have had negative cash flows from operations and we have been
dependent on sales of our equity securities to meet our cash requirements. We
expect this continue for the foreseeable future. We anticipate that we will have
negative cash flows from operations in the next twelve months period.
As of January 31, 2010, we had working capital of $11,542 compared to $36,801 as
of October 31, 2009. As of January 31, 2010, our total assets consisted of cash
of $11,655, representing a net decrease in cash of 25,686 since October 31,
2009.
There were no financing activities during the three months ended January 31,
2010. Cash used in operating activities during the three months ended January
31, 2010 amounted to $25,686, mainly represented by net loss of $25,259 adjusted
by accounts payable and accrued liabilities of $428. Cash used in operating
activities during the three months ended January 31, 2009 amounted to $7,955,
mainly represented by net loss of $5,955 adjusted by prepaid expenses of $2000.
Cash used in operating activities during the period from inception to January
31, 2010 amounted to $59,136, represented by a net loss of $59,248, adjusted by
changes in accounts payable and accrued liabilities of $113.
Because we have little remaining cash and have not generated any revenue from
our business, we need to raise additional funds for the future development of
our business and to respond to unanticipated requirements or expenses, or to
fund the identification, evaluation and combination or merger with a suitable
business opportunity.
10
Other than limited loans from our directors to continue with our statutory
requirements for the next 12 months, we do not currently have any arrangements
for financing and we can provide no assurance to investors we will be able to
find such financing. There can be no assurance that additional financing will be
available to us, or on terms that are acceptable. Consequently, we may not be
able to proceed with our intended business plans and our business will then
likely fail.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4T. 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 January 31, 2010, we have carried out an
evaluation of the effectiveness of the design and operation of our Company's
disclosure controls and procedures.
Under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, we conducted an
assessment of the effectiveness of our internal control over financial reporting
as of January 31, 2010. In making this assessment, our management used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission in Internal Control - Integrated Framework, as supplemented by the
COSO publication, Internal Control over Financial Reporting - Guidance for
Smaller Public Companies. Based on this evaluation, our management concluded
that our internal control over financial reporting was effective as of January,
2010 based on these criteria.
There have been no changes in the Company's internal control over financial
reporting identified in connection with the evaluation required by paragraph (d)
of Rule 240.15d-15 that occurred during the Company's last fiscal quarter that
has materially affected, or is reasonable likely to materially affect, the
Company internal control over financial reporting.
11
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
Not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
Pursuant to Item 601 of Regulation S-K, the following exhibits are included
herein.
Exhibit Description
------- -----------
31.1 Certification of Principal Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Principal Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
12
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.
TRADEON, INC.
(the Registrant)
Date: February 25, 2010 By: /s/ Amit Sachs
--------------------------------------
Name: Amit Sachs
Title: President and Director
Date: February 25, 2010 By: /s/ Moshe Basson
--------------------------------------
Name: Moshe Basson
Title: Secretary, Treasurer and Director
13