UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-12G
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934
Credex Corporation
(Exact name of registrant as specified in its charter)
Florida 16-1731286
(State of Incorporation) (IRS Employer ID Number)
454 Treemont Drive, Orange, City, FL 32763
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (386) 218-6823
Securities to be registered pursuant to 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class to be registered
Not applicable Not applicable
Securities to be registered pursuant to 12(g) of the Act:
Title of each class Name of each exchange on which
to be so registered each class to be registered
Common Stock, Par Value $0.001 Not Applicable
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,"
"non-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)
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Table of Contents
ITEM 1. BUSINESS 3
ITEM 1A. RISK FACTORS 5
ITEM 2. MANAGEMENT'S DICUSSION AND ANALYSIS OR PLAN OF OPERATION AND
FINANCIAL INFORMATION 15
ITEM 3. PROPERTIES 18
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 18
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS 20
ITEM 6. EXECUTIVE COMPENSATION 24
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE 25
ITEM 8. LEGAL PROCEEDINGS 25
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON, THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS. 25
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES 26
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED 27
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS 29
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 30
ITEM 14. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 44
ITEM 15. FIANCIAL STATEMENTS AND EXHIBITS
SIGNATURES 44
EXHIBIT 3.(i) 45
EXHIBIT 3.(ii) 48
[Intentionally Left Blank]
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ITEM 1. BUSINESS
The Company
CREDEX CORPORATION, a Florida corporation formed on September 2, 2005,
hereinafter referred to as the ("Company"), was formed for the purpose of
raising the necessary funds for purchasing, servicing, managing and reselling
of non-performing (defaulted) unsecured credit card debt portfolios to be
acquired from financial institutions and distressed debt wholesalers. Since
its inception, the Company, on a limited basis, has derived a portion of its
income from the purchase and resale of a portfolio of non-performing credit
card debt. When adequate funds become available, the Company will direct its
full attention to the purchase and management of portfolios of non-performing
credit card debt.
Narrative Description of the Business
The Company will purchase all rights, title and interest in the non-performing
accounts receivable at deeply discounted rates, (approximately 10% or less of
face values), convert them into immediate revenue for profit, develop a
portfolio of restructured debt with recurring monthly payments for future
collection or resale and sell the residual portfolio.
Non-performing portfolios accumulate in the normal course of operations, when
a credit grantor from time to time charges-off from its books, accounts which
are delinquent. Because the outstanding balance remains the obligation of the
defaulting customer, a group of charged-off accounts (a portfolio) contains a
value which can be obtained through various collection techniques. This value
or yield is dependent upon several variables such as creditor standards,
geographical stratification of the portfolio, age of the charge-offs, stages
of internal and external collection efforts, elapsed time since collection was
last worked, elapsed time since last activity, past recovery obtained from
collection efforts and whether the debt is within the statute of limitations.
These portfolios may be acquired at significant discounts of their face value,
ranging from $.01 to $.10 on the dollar, with an expected return expressed as
a percentage of portfolio costs, ranging from 150% to 200%. When sufficient
funding is available, the Company intends to hire additional management that
has over 15 years experience in analyzing, forecasting, planning, implementing
and achieving projected recovery yields from portfolios of charged-off
accounts.
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The Company intends to purchase higher yielding portfolios when they are
available that are classified as "50-Day Charge- Off" credit card debt. By
definition, these are accounts that have gone through an internal collection
unit for 50 days, subsequent to being charged-off. This product meets all of
our purchasing requirements including reliable source, readily available,
stable price, good support from the originating bank, and, most importantly, a
potentially consistent predictable yield in excess of 150% of cost, and
therefore, fits well into a long term business plan. These are called "zero
agency accounts".
See Item 2 for more details of the Company's Plan of Operation.
Number of Employees
The Company intends to operate for the foreseeable future without employees.
Credex has entered into a management contract with Cypress Bend Executive
Services, LLC ("Cypress"). This contract provides that Cypress will provide
operational support to Credex and to take Credex Public through Form 10 and
S-1 filings with the Securities and Exchange Commission. Cypress will return
the shares it holds to Treasury Stock upon completion of its contract
obligations and receiving payment in full for its services.
Sales and Marketing Strategy
The Company will maintain a database of financial institutions, individual
investors and attorneys that regularly purchase non-performing loans. The
Company believes that by repackaging portfolios of non-performing accounts,
it can market them successfully at a profit. This is standard practice in this
industry.
The Company will not be subject to any environmental regulations.
Facilities
From 2009 and the first 6 months of 2010 the company operated out of the
residence of the past President who is now deceased with no rents paid.
The Company rents fully equipped office space at 454 Treemont Drive,
Orange City, FL 32763. The Company will perform all administrative functions
and coordinate outsourced collection functions at this location.
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ITEM 1A. RISK FACTORS
THE SHARES ARE HIGHLY SPECULATIVE, INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE
PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT.
PROSPECTIVE INVESTORS IN THE SHARES SHOULD CAREFULLY CONSIDER THE FOLLOWING
RISK FACTORS IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS
REGISTRATION STATEMENT.
We are in a competitive industry with well financed competitors.
Lack of Operating History.
Although Credex has not operated pursuant to its business plan, in 2005 Credex
purchased a portfolio of defaulted credit card debt to test the feasibility of
its business plan. On a trial basis accounts from the portfolio were
collected. The remained of the portfolio was then sold. These transactions
are shown in the statement of operation in Item 13 of this Registration
Statement.
More General Types of Risks Affecting Us:
Development Stage Company.
Considered to be in a development stage, the Company may be reliant upon
additional funding to expand its business as set forth in its continuing
strategic plan for growth. There can be no assurance that the company will be
able to affect this planned expansion in a successful and profitable manner.
Uncertainty of Significant Assumptions.
The Company's plans for financing and implementing its planned business
operations and the projection of the Company's potential for profitability
from its intended operations are based on the experience, judgment and certain
assumptions of management and upon certain available information concerning
availability of non-performing credit card debt. There can be no assurance
that funds anticipated through stock sales will be realized. The Company's
plans are based on the following assumptions: That all Shares in this offering
will be sold; that the Company will be successful in adhering to its planned
formula for growth; and that sales will reach a minimum level to allow
probability.
Competition.
Competitors of the Company include traditional consumer debt
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buyers and sellers such as Portfolio Recovery Associates, Collins Financial
Services, Inc., Oliphant Financial Corp., US Credit Corp., and many other
financial institutions. Competitors have an advantage over the Company
primarily due to the fact that they have more funds to invest in portfolio
purchases. However, due to the massive amount of defaulted consumer debt in
the marketplace and the availability of continued defaulted consumer debt,
competition is not a serious consideration for the Company. The management of
the Company believes that it can be competitive. As of the last time
management surveyed the marketplace, it found an adequate supply of
charged-off consumer debt available for sale at competitive prices.
Uncertainty of Adequacy of Financial Resources.
If the Company is unable to generate adequate operating income in a timely
fashion, it may be necessary to obtain additional financing to continue
current operations or to develop planned operations. There can be no
assurance that the Company will be able to generate sufficient operating
income or that it will be able to raise additional funds if needed.
Dependence on Key Personnel.
The Company has been significantly dependent on the services of Cypress,
Denise Leonardo, Chairman, President/CEO and Steven G. Salmond, Treasurer/CFO
and, Secretary. In the future, the Company will be dependent upon their
services and outside consultants in distressed debt purchasing, managing and
re-selling and any future employees of the Company for the continued
development of the Company's services. The loss of services of senior
management could have a substantial adverse effect on the Company. The
expansion of the Company's business will be largely contingent on its ability
to attract and retain highly qualified corporate and operations level
management team. There is no assurance that the Company can find suitable
management personnel or will have financial resources to attract or retain
such people if found.
Potential Liability and Insurance.
As with all businesses operating in today's somewhat litigious atmosphere, the
Company's intended operations could expose it to a risk of liability for legal
damages arising out of its operations. Although the Company intends to carry
acceptable levels of liability insurance for its industry, there can be no
assurance that the coverage maintained will be sufficient in the event of
extraordinary legal damages.
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No Historical Basis for Management's Opinion.
Although all of the Company's Officers, Directors, and its management team
have experience in and have been involved in the daily operations of the
Company, as well as in other related and non-related businesses, there is no
basis, other than the judgment of the Company's management, on which to
estimate, (i) the level of market acceptance or the amount of revenues which
the Company's planned operations may generate, or (ii) other aspects of the
Company's proposed operations.
No Trading History of Common Stock.
The Company's Common Shares have not been traded publicly. Recent history has
shown that the market price of Common Stock fluctuates substantially due to a
variety of factors, including market perception of a company's ability to
achieve its planned growth, quarterly operating results of the Company or
other similar companies, the trading volume in the Company's Common Stock,
changes in general conditions in the economy or other developments affecting
the Company or its competitors. In addition, the stock market is subject to
extreme price and volume fluctuations. Volatility has had a significant
effect on the market prices of securities issued by many companies for reasons
unrelated to the operating performance of these companies.
No Dividends.
No dividends have been paid on the Shares and the Company does not anticipate
the payment of cash dividends in the foreseeable future. If the operations of
the Company become profitable, it is anticipated that, for the foreseeable
future, any income received would be devoted to the Company's future operations
and that cash dividends would not be paid to the Company's Shareholders.
(See "Business - Dividend Policy.")
Additional Risk Factors.
OUR MANAGEMENT HAS LIMITED EXPERIENCE IN MANAGING AND OPERATING A PUBLIC
COMPANY. ANY FAILURE TO COMPLY OR ADEQUATELY COMPLY WITH FEDERAL SECURITIES
LAWS, RULES OR REGULATIONS COULD SUBJECT US TO FINES OR REGULATORY ACTIONS,
WHICH MAY MATERIALLY ADVERSELY AFFECT OUR BUSINESS, RESULTS OF OPERATIONS AND
FINANCIAL CONDITION.
Our current management has limited experience managing and operating a public
company and relies in many instances on the professional experience and advice
of third parties including its attorneys and accountants. Failure to comply or
adequately comply
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with any laws, rules, or regulations applicable to our business may result in
fines or regulatory actions, which may materially adversely affect our business
results of operation, or financial condition and could result in delays in the
development of an active and liquid trading market for our stock.
IF WE FAIL TO MAINTAIN AN EFFECTIVE SYSTEM OF INTERNAL CONTROL OVER FINANCIAL
REPORTING, OUR ABILITY TO ACCURATELY AND TIMELY REPORT OUR FINANCIAL RESULTS
OR PREVENT FRAUD MAY BE ADVERSELY AFFECTED AND INVESTOR CONFIDENCE AND THE
MARKET PRICE OF OUR COMMON STOCK MAY BE ADVERSELY IMPACTED.
Recently, the Dodd-Frank Wall Street Reform and Consumer Protection Act of
2010, which became effective on July 21, 2010, has amended Section 404 of the
Sarbanes-Oxley Act of 2002 (the "Act"). The rules adopted by the SEC pursuant
to the Act require an annual assessment of our internal control over financial
reporting. The SEC extended the compliance dates for non-accelerated filers, as
defined by the SEC. Accordingly, we believe that the annual assessment of our
internal controls requirement will first apply to our annual report for the
2010 fiscal year. The standards that must be met for management to assess the
internal control over financial reporting as effective are new and complex, and
require significant documentation, testing and possible remediation to meet the
detailed standards. We may encounter problems or delays in completing
activities necessary to make an assessment of our internal control over
financial reporting. Pursuant to the amended Act, as neither a
"large accelerated filer" nor an "accelerated filer", we are exempt from the
requirements of Section 404(b) of the Act to obtain an auditor's report on
management's assessment of the effectiveness of the Company's internal control
over financial reporting.
THE LACK OF EXPERIENCED ACCOUNTING STAFF MAY LEAD TO MATERIAL WEAKNESS IN THE
PREPARATION OF OUR FINANCIALS.
A material weakness may occur in the preparation of our financials due to
insufficient resources in our accounting and finance department, resulting in
(i) an ineffective review, monitoring and analysis of schedules,
reconciliations and financial statement disclosures, and (ii) the
misapplication of U.S. GAAP and SEC reporting requirements. Due to the effect
of the lack of resources, including a lack of resources that are appropriately
qualified in the areas of U.S. GAAP and SEC reporting. This could result in an
adverse reaction in the financial marketplace due to a loss of investor
confidence in the reliability of the Company's financial information.
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OUR PLANNED EXPANSION COULD BE DELAYED OR ADVERSELY AFFECTED BY, AMONG OTHER
THINGS, DIFFICULTIES IN OBTAINING SUFFICIENT FINANCING, TECHNICAL DIFFICULTIES,
OR HUMAN OR OTHER RESOURCE CONSTRAINTS.
Our planned expansion could be delayed or adversely affected by, among other
things, difficulties in obtaining sufficient financing, technical difficulties,
or human or other resource constraints. Moreover, the costs involved in these
projects may exceed those originally contemplated. Costs savings and other
economic benefits expected from these projects may not materialize as a result
of any such project delays, cost overruns or changes in market circumstances.
Failure to obtain intended economic benefits from these projects could
adversely affect our business, financial condition and operating performances.
WE ENCOUNTER SUBSTANTIAL COMPETITION IN OUR BUSINESS AND ANY FAILURE TO
COMPETE EFFECTIVELY COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS.
As described in the products section, for every product we sell, we encounter
strong competitors. We anticipate that our competitors will continue to expand
and seek to obtain additional market share with competitive price and
performance characteristics. Aggressive expansion of our competitors or the
entrance of new competitors into our markets could have a material adverse
effect on our business, results of operations and financial condition.
OUR LIMITED OPERATING HISTORY MAY NOT SERVE AS AN ADEQUATE BASIS TO JUDGE OUR
FUTURE PROSPECTS AND RESULTS OF OPERATIONS.
Our limited operating history may not provide a meaningful basis for evaluating
our business. We entered into our current line of business in November 2009.
We cannot guaranty that we will maintain profitability or that we will not
incur net losses in the future. We will continue to encounter risks and
difficulties that companies at a similar stage of development frequently
experience, including the potential failure to:
- - obtain sufficient working capital to support our expansion;
- - manage our expanding operations and continue to fill customers' orders on
time;
- - maintain adequate control of our expenses allowing us to realize
anticipated income growth;
- - implement our product development, sales, and acquisition strategies and
adapt and modify them as needed; and
- - successfully integrate any future acquisitions.
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If we are not successful in addressing any or all of the foregoing risks, our
business may be materially and adversely affected.
WE NEED TO MANAGE GROWTH IN OPERATIONS TO MAXIMIZE OUR POTENTIAL GROWTH AND
ACHIEVE OUR EXPECTED REVENUES AND OUR FAILURE TO MANAGE GROWTH WILL CAUSE A
DISRUPTION OF OUR OPERATIONS RESULTING IN THE FAILURE TO GENERATE REVENUES AT
LEVELS WE EXPECT.
In order to maximize potential growth in our current and potential markets, we
believe that we must expand our producing operations. This expansion will place
a significant strain on our management and our operational, accounting, and
information systems. We expect that we will need to continue to improve our
financial controls, operating procedures, and management information systems.
We will also need to effectively train, motivate, and manage our employees.
Our failure to manage our growth could disrupt our operations and ultimately
prevent us from generating the revenues we expect.
WE CANNOT ASSURE YOU THAT OUR GROWTH STRATEGY WILL BE SUCCESSFUL WHICH MAY
RESULT IN A NEGATIVE IMPACT ON OUR GROWTH, FINANCIAL CONDITION, RESULTS OF
OPERATIONS AND CASH FLOW.
One of our strategies is to grow through increasing our product lines. However,
there are many obstacles to expand our product lines. We cannot, therefore,
assure you that we will be able to successfully overcome such obstacles and
establish our products in any additional markets. Our inability to implement
this sustainable growth strategy successfully may have a negative impact on our
growth, future financial condition, results of operations or cash flows.
IF WE NEED ADDITIONAL CAPITAL TO FUND OUR GROWING OPERATIONS, WE MAY NOT BE
ABLE TO OBTAIN SUFFICIENT CAPITAL AND MAY BE FORCED TO LIMIT THE SCOPE OF OUR
OPERATIONS.
If adequate additional financing is not available on reasonable terms, we may
not be able to carry out our corporate strategy and we would be forced to
modify our business plans accordingly. There is no assurance that additional
financing will be available to us.
In connection with our growth strategies, we may experience increased capital
needs and accordingly, we may not have sufficient capital to fund our future
operations without additional capital investments. Our capital needs will
depend on
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numerous factors, including (i) our profitability; (ii) the release of
competitive products by our competition; (iii) the level of our investment in
research and development; and (iv) the amount of our capital expenditures,
including acquisitions. We cannot assure you that we will be able to obtain
capital in the future to meet our needs.
In recent years, the securities markets in the United States have experienced a
high level of price and volume volatility, and the market price of securities
of many companies have experienced wide fluctuations that have not necessarily
been related to the operations, performances, underlying asset values or
prospects of such companies. For these reasons, our securities can also be
expected to be subject to volatility resulting from purely market forces over
which we will have no control. If we need additional funding we will, most
likely, seek such funding in the United States and the market fluctuations
affect on our stock price could limit our ability to obtain equity financing.
If we cannot obtain additional funding, we may be required to: (i) limit our
expansion; (ii) limit our marketing efforts; and (iii) decrease or eliminate
capital expenditures. Such reductions could materially adversely affect our
business and our ability to compete.
Even if we do find a source of additional capital, we may not be able to
negotiate terms and conditions for receiving the additional capital that are
favorable to us. Any future capital investments could dilute or otherwise
materially and adversely affect the holdings or rights of our existing
shareholders. We cannot give you any assurance that any additional financing
will be available to us, or if available, will be on terms favorable to us.
NEED FOR ADDITIONAL EMPLOYEES.
The Company's future success also depends upon its continuing ability to
attract and retain highly qualified personnel. Expansion of the Company's
business and operation will require additional managers and employees with
industry experience, and the success of the Company will be highly dependent on
the Company's ability to attract and retain skilled management personnel and
other employees. There can be no assurance that the Company will be able to
attract or retain highly qualified personnel. Competition for skilled personnel
in the construction industry is significant. This competition may make it more
difficult and expensive to attract, hire and retain qualified managers and
employees.
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WE WILL INCUR SIGNIFICANT COSTS TO ENSURE COMPLIANCE WITH UNITED STATES
CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTS.
We will incur significant costs associated with our public company reporting
requirements, costs associated with newly applicable corporate governance
requirements, including requirements under the Sarbanes-Oxley Act of 2002 and
other rules implemented by the Securities and Exchange Commission. We expect
all of these applicable rules and regulations to significantly increase our
legal and financial compliance costs and to make some activities more time
consuming and costly. We also expect that these applicable rules and
regulations may make it more difficult and more expensive for us to obtain
director and officer liability insurance and we may be required to accept
reduced policy limits and coverage or incur substantially higher costs to
obtain the same or similar coverage. As a result, it may be more difficult for
us to attract and retain qualified individuals to serve on our board of
directors or as executive officers. We are currently evaluating and monitoring
developments with respect to these newly applicable rules, and we cannot
predict or estimate the amount of additional costs we may incur or the timing
of such costs.
THERE IS LIMITED LIQUIDITY ON THE OTCBB.
We intend to have our stock listed on the OTC Bulletin Board. The OTC Bulletin
Board is a significantly more limited market than the New York Stock Exchange
or NASDAQ system. When fewer shares of a security are being traded on the
OTCBB, volatility of prices may increase and price movement may outpace the
ability to deliver accurate quote information. Due to lower trading volumes in
shares of our Common Stock, there may be a lower likelihood of one's orders
for shares of our Common Stock being executed, and current prices may differ
significantly from the price one was quoted at the time of one's order entry.
IN ORDER TO RAISE SUFFICIENT FUNDS TO EXPAND OUR OPERATIONS, WE MAY HAVE TO
ISSUE ADDITIONAL SECURITIES AT PRICES WHICH MAY RESULT IN SUBSTANTIAL DILUTION
TO OUR SHAREHOLDERS.
If we raise additional funds through the sale of equity or convertible debt,
our current stockholders' percentage ownership will be reduced. In addition,
these transactions may dilute the value of our common shares outstanding. We
may have to issue securities that may have rights, preferences and privileges
senior to our common stock. We cannot provide assurance that we will be able to
raise additional funds on terms acceptable to us, if at all. If future
financing is not available or is not available on acceptable terms, we may not
be able to fund our
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future needs, which would have a material adverse effect on our business plans,
prospects, results of operations and financial condition.
OUR ARTICLES OF INCORPORATION PROVIDE FOR INDEMNIFICATION OF OFFICERS AND
DIRECTORS AT OUR EXPENSE AND LIMIT THEIR LIABILITY WHICH MAY RESULT IN A MAJOR
COST TO US AND HURT THE INTERESTS OF OUR SHAREHOLDERS BECAUSE CORPORATE
RESOURCES MAY BE EXPENDED FOR THE BENEFIT OF OFFICERS AND/OR DIRECTORS.
Our articles of incorporation and applicable Florida law provide for the
indemnification of our directors, officers, employees, and agents, under
certain circumstances, against attorney's fees and other expenses incurred by
them in any litigation to which they become a party arising from their
association with or activities on our behalf. We will also bear the expenses of
such litigation for any of our directors, officers, employees, or agents, upon
such person's written promise to repay us if it is ultimately determined that
any such person shall not have been entitled to indemnification. This
indemnification policy could result in substantial expenditures by us which we
will be unable to recoup.
We have been advised that, in the opinion of the U.S. Securities and Exchange
Commission ("SEC"), indemnification for liabilities arising under federal
securities laws is against public policy as expressed in the Securities Act of
1933, as amended (the "Securities Act"), and is, therefore, unenforceable. In
the event that a claim for indemnification for liabilities arising under
federal securities laws, other than the payment by us of expenses incurred or
paid by a director, officer or controlling person in the successful defense of
any action, suit or proceeding, is asserted by a director, officer or
controlling person in connection with the securities being registered, we will
(unless in the opinion of our counsel, the matter has been settled by
controlling precedent) submit to a court of appropriate jurisdiction, the
question whether indemnification by us is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue. The legal process relating to this matter if it were to occur is likely
to be very costly and may result in us receiving negative publicity, either of
which factors is likely to materially reduce the market and price for our
shares, if such a market ever develops.
CURRENTLY, THERE IS NO PUBLIC MARKET FOR OUR SECURITIES, AND THERE CAN BE NO
ASSURANCES THAT ANY PUBLIC MARKET WILL EVER DEVELOP OR THAT OUR COMMON STOCK
WILL BE QUOTED FOR TRADING AND, EVEN IF QUOTED, IT IS LIKELY TO BE SUBJECT TO
SIGNIFICANT PRICE FLUCTUATIONS. WE HAVE A TRADING SYMBOL FOR OUR COMMON STOCK,
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CTCJ, WHICH PERMITS OUR SHARES TO BE QUOTED ON THE OTCBB. HOWEVER, OUR STOCK
HAS BEEN THINLY TRADED SINCE APPROVAL OF OUR QUOTATION ON THE OVER-THE-COUNTER
BULLETIN BOARD BY FINRA. CONSEQUENTLY, THERE CAN BE NO ASSURANCES AS TO WHETHER
- - any market for our shares will develop;
- - the prices at which our common stock will trade; or
- - the extent to which investor interest in us will lead to the development of
an active, liquid trading market. Active trading markets generally result
in lower price volatility and more efficient execution of buy and sell
orders for investors.
In addition, our common stock is unlikely to be followed by any market analysts
and there may be few institutions acting as market makers for our common
stock. Either of these factors could adversely affect the liquidity and trading
price of our common stock. Until our common stock is fully distributed and an
orderly market develops in our common stock, if ever, the price at which it
trades is likely to fluctuate significantly. Prices for our common stock will
be determined in the marketplace and may be influenced by many factors,
including the depth and liquidity of the market for shares of our common stock,
developments affecting our business, including the impact of the factors
referred to elsewhere in these risk factors, investor perception of us and
general economic and market conditions. No assurances can be given that an
orderly or liquid market will ever develop for the shares of our common stock.
WE MAY NOT BE ABLE TO EFFECTIVELY CONTROL AND MANAGE OUR GROWTH.
If our business and markets grow and develop as we expect, it may be necessary
for us to finance and manage expansion in an orderly fashion. In addition, we
may face challenges in managing expanding product offerings. Such eventualities
will increase demands on our existing management and facilities. Failure to
manage this growth and expansion could interrupt or adversely affect our
operations and cause production backlogs, longer product development time
frames and administrative inefficiencies.
Penny Stock Regulation.
The stock registered hereby are subject to "Penny Stock" regulations.
Broker-dealer practices in connection with transactions in "penny stock" are
regulated by certain penny stock rules adopted by the Commission. Penny stocks
generally are equity securities with a price of less than $5.00 (other than
securities registered on certain national securities exchanges or quoted on
Nasdaq provided that current price and volume
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information with respect to transactions in such securities is provided by the
exchange or systems) or to other than establish customers or accredited
investors. [In general, "accredited investors" are defined as institutions
with assets in excess of $5,000,000 or individuals with net worth in excess of
$1,000,000 or annual income exceeding $200,000 or $300,000 with their spouses.]
The penny stock rules require a broker-dealer, prior to transaction in a penny
stock not otherwise exempt from the rules, to deliver a standardized disclosure
document that provided information about penny stocks and the risks in penny
stock market. The broker-dealer also must provide the customer with current
bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its sales person in connection with the transaction, and
monthly account statements showing the market value of each penny stock held in
the customer's account. In addition, the penny stock rules generally require
that prior to a transaction in a penny stock, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to
the penny stock rules. If the Company's securities become subject to the penny
stock rules, investors in the Offering may find it more difficult to sell their
securities.
ITEM 2. MANAGEMENT'S DICUSSION AND ANALYSIS OR PLAN OF OPERATION AND FINANCIAL
INFORMATION
The following discussion of our financial condition and results of operations
should be read in conjunction with our financial statements and the related
notes, and other financial information contained in this filing.
Overview
We are a development stage company. Although Credex has not operated pursuant
to its business plan, in 2005 Credex purchased a portfolio of defaulted credit
card debt to test the feasibility of its business plan. On a trial basis
accounts from the portfolio were collected. The remainder of the portfolio was
then sold. These transactions are shown in the statement of operation in Item
13 of this Registration Statement. Our auditors have raised substantial doubt
as to our ability to continue as a going concern. We need a minimum of
approximately $100,000 during the next 12 months to implement our business plan.
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Since our inception, we have devoted our activities to the following:
Purchasing a debt portfolio;
Obtaining bids from professional collectors to collect the portfolio;
Developing contacts from whom to purchase portfolios;
Contracting for operational support; and
Securing enough capital to carry out these activities.
Plan of Operations
As discussed above we have yet operated pursuant to our business plan since
inception and have generated no revenue in 2009 or 2008 or the six months ended
June 30, 2010 and 2009.
Development stage operating expenditures during the period from inception on
September 2, 2005 to June 30, 2010 were $66,936 which consisted primarily of
general and administrative expenses related to legal, accounting and other fees
related to our formation and this offering. Our net loss was $2,930 and $8,353
for the six months ended June 30, 2010 and 2009, respectively, and $15,015 and
$7,001 for the years ended December 31, 2009 and 2008, respectively cumulative
income to date was $23,450 including finance income of $15,417, consulting
income of $8,000 and interested income of $33.
Liquidity and Capital Resources
Our capital resources have been acquired through the sale of shares of our
common stock.
At December 31, 2009 and 2008, we had total assets of $2,185 and $3,390,
respectively, consisting of cash.
At June 30, 2010, we had total assets of $2,105 consisting of cash.
At December 31, 2009 and 2008, our total liabilities were $2,500 and $3,000
respectively consisting primarily of accounts payable.
At June 30, 2010, we had total liabilities of $ 0.
We anticipate taking the following actions during the next 12 months, assuming
we receive the required funding:
16
Cash Requirements
We intend to provide funding for our activities, if any, through a combination
of the private placement of the company's equity securities and the public
sales of equity securities.
We have no agreement, commitment or understanding to secure any funding from
any other source.
Off-Balance Sheet Arrangements
We do not have any off balance sheet arrangements.
Credex has never been in bankruptcy or receivership. The Company is a new
venture.
Credex's executive office is located at 454 Treemont Drive, Orange City,
FL 32763. The telephone number is (386) 218-6823, and the fax number is
(386) 218-6823.
Credex is not operating its business plan until such time as capital is raised
for operations. To date its operation has involved only selling stock to meet
expenses.
DISCLOSURE OF CONTRACTED OBLIGATIONS
Effective July 12, 2010, the Company entered into a agreement for services with
Cypress Bend Executive Services, LLC ("Cypress"), a related party, whereby
Cypress acts as consultant to:
1. Raise the necessary money for the Company to operate in the short term,
2. Prepare and file documents with the SEC to take the Company public,
3. Secure a transfer agent and market maker broker-dealer for the
Company's stock,
4. Secure the necessary audits for the required filing documents, and
5. Provide day-to-day operational management of the Company.
In exchange for these services, which the Company anticipates will last for a
six month period, the Company agreed to pay Cypress cash fees of $200,000 as
well as provide Cypress with 2,958,625 shares of its stock, which effectively
transfers control of the Company to Cypress during this period. Upon receipt
of the cash payment of $200,000, Cypress is to return the shares to the
Company's treasury.
17
PROPOSED BUSINESS
The Company intends to purchase portfolios with all rights, title and interest
of non-performing accounts receivable (credit card debt) at deeply discounted
rates, (approximately 3% or less of face values), outsource the collection
process, develop a portfolio of restructured debt and sell the residual
portfolio.
Non-performing portfolios accumulate in the normal course of operations, when a
credit grantor from time to time charges-off from its books, accounts which are
delinquent. Because the outstanding balance remains the obligation of the
defaulting customer, a group of charged-off accounts (a portfolio) contains a
value which can be obtained through various collection techniques. This value
or yield is dependent upon several variables such as creditor standards,
geographical stratification of the portfolio, age of the charge-offs, stages of
internal and external collection efforts, elapsed time since collection was
last worked, elapsed time since last activity, past recovery obtained from
collection efforts and whether the debt is within the statute of limitations.
These portfolios may be acquired at significant discounts of their face value,
ranging from $0.01 to $0.07 on the dollar, with an expected return of 10% to
12% of the face value of the portfolios. The Company intends to purchase
portfolios of Primary, Secondary and Tertiary distressed credit card debt from
distressed debt wholesalers and re-sellers because they offer smaller
portfolios for sale and re-purchase. These portfolios usually sell for $0.01 to
$0.03 per dollar of face value. The prices stated are for 2009. On average,
approximately $800,000 of face value defaulted credit card debt can be
purchased with $12,000.
ITEM 3. PROPERTIES
From 2009 and the first 6 months of 2010 the company operated out of the
residence of the past President who is now deceased with no rents paid.
The Company rents fully equipped office space at 454 Treemont Drive, Orange
City, FL 32763.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table contains information as of the date of this filing as to
the beneficial ownership of shares of common Stock of the Company of each
person who was the beneficial owner of five (5%) percent or more of the
outstanding shares of the Company.
18
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
______________________________________________________________________________
Title of Class Name and Address of Amount and Nature Percent
Beneficial Owner of Beneficial Owner
______________________________________________________________________________
Common stock Steven G. Salmond* 2,958,625 52.29%
454 Treemont Drive
Orange City, FL 32763
Common stock Janine Weller 350,000 6.19%
415 Macopin Road
West Milford, NJ 07480
Common stock Renay Bashaw Werman 350,000 6.19%
100 Highland Acres Drive
Dingmans Ferry, PA 18328
Common stock Denise Leonardo 300,000 5.30%
9266 Keating Drive
Gardens, FL 33410
Common stock Julie Ann Goodwin 253,100 4.47%
232 Trickey Pond Road
Naples, ME 04055
* Shares being held as security for management contract to Cypress Bend
Executive Services, LLC, which Mr. Salmond is a member.
The following table contains information as of the date of this filing as to
the beneficial ownership of shares of common stock of the Company, as well as
all persons as a group who were then officers and directors of the Company.
SECURITY OWNERSHIP OF MANAGEMENT
______________________________________________________________________________
Title of Class Name and Address Amount Percent
______________________________________________________________________________
Common stock Steven G. Salmond 2,958,625 52.29%
454 Treemont Drive
Orange City, FL 32763
Common stock Denise Leonardo 300,000 5.30%
9266 Keating Drive
Gardens, FL 33410
19
Common stock Julie Ann Goodwin 253,100 4.47%
232 Trickey Pond Rd.
Naples, ME 04055
Common stock Janine Weller 350,000 6.19%
415 Macopin Road
West Milford, NJ 07480
Common stock Officers and Directors
as a group 3,861,725 68.25%
See also "Item 7 Certain Relationships and Related Transactions, and Director
Independence."
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
Identification of Directors:
Position Held
Name Age with Company Elected
________________________________________________________________
Janine Weller 49 Director May 28, 2010
Denise Leonardo 48 Director October 24, 2007
Julie Ann Goodwin 49 Director May 28, 2010
Steven G. Salmond 61 Director August 21, 2010
Directors are elected by the shareholders at each annual meeting.
Identification of Officers:
Position Held
Name Age with Company Elected
________________________________________________________________
Denise Leonardo 48 President, CEO May 28, 2010*
Steven G. Salmond 61 Secretary and
Treasurer, CFO August 21, 2010
* Ms. Leonardo served as Treasurer, Chief Financial Officer and Director of the
Company from her appointment on October 24, 2007 until May 28, 2010 when she
was elected President. Her responsibilities included oversight over internal
controls, financial reporting and compliance with state and federal laws.
Officers of the Company serve at the will of the Board of Directors. Presently
the Company has no employment contract with any of its officers.
20
Brief biographies of the officers and directors of the Company are set forth
below. Each director holds office until the next annual meeting or until his
death, resignation, retirement, removal, disqualification or until a successor
has been elected and qualified. Vacancies in the existing board are filled by
a majority of the remaining directors.
None of the officers or directors hold directorships in any other Company.
Of the officers and directors only Mr. Salmond has any experience in management
of a public company.
None of the officers or directors have any experience in management of a
company providing the services Credex proposes to offer.
Denise Leonardo, President - Ms. Leonardo served as Treasurer, Chief Financial
Officer and Director of the Company from her appointment on October 24, 2007
until May 28, 2010 when she was elected President. Her responsibilities
included oversight over internal controls, financial reporting and compliance
with state and federal laws.
Ms. Leonardo received the designation of CSOX (Certificate in Sarbanes-Oxley)
in December, 2006 from the SOX Institute of the Sarbanes-Oxley Group, Clifton,
New Jersey, a credential signifying attainment of SOX Base level proficiency in
and a commitment to, the discipline of the Sarbanes-Oxley Act of 2002.
Ms. Leonardo has been the president of DL Consultants, Inc., Palm Beach, FL
from 2005 thru the present. She oversees all aspects of the business. The
Company provides direction to clients regarding the requirements of the
Sarbanes-Oxley Act of 2002 and aids clients in the way they communicate their
financial information by cultivating, edgarizing and filing SEC Form filings
and Private Placement Memorandum documents.
From 2003 thru 2005, Ms. Leonardo was employed with American Capital Holdings,
Inc. and IS Direct Agency, Palm Beach, FL. She assisted in the creation of ten
(10) public development stage companies and developed a human resource
department and financial department procedures. She implemented Sarbanes-Oxley
compliance and was responsible for compiling and formatting financial data into
SEC Form structure, edgarize and filing SEC documents.
She also created the insurance department at IS Direct Agency as a licensed
entity/producer and agent/producer in 39 and 48 states respectively. She was
also responsible for maintaining investor
21
communications and relations.
From 1991 thru 2004, Ms. Leonardo owned and operated Leonardo Yacht Maintenance
Palm Beach, FL. She developed an outstanding team to provide superior service
for detailing and maintenance of vessels throughout Palm Beach County, FL.
Ms. Leonardo was director of sales and service at Venus Interiors, Flagler
Beach, FL and sales rep at Sunflooring, Inc., Tampa, FL from 1981 thru 1991.
She was responsible for sales and service to the retail and wholesale markets.
Ms. Leonardo in 2006 was Sarbanes-Oxley Certified and attained from the State
of Florida, a Life, Health & Annuity Insurance License in 2005.
Ms. Leonardo attended Palm Beach Community College in 2005 for Financial
Accounting. From 2000 thru 2001, she attained an AS Degree in Computer
Programming and DB Design while being listed on the Dean's and president's
List.
Julie Goodwin, Director - Since 1999 to present, Mrs. Goodwin studies stock
market and economic trends using technical chart analysis methods while
successfully trading in self-directed accounts.
She was employed in opening investment accounts with Charlestown Savings Bank,
Boston 1980. She married and relocated to Nova Scotia, Canada 1981.
Mrs. Goodwin co-owned and managed a lobster and boat building businesses from
1981 to 2000. Through home-schooling, she educated her four children utilizing
Montessori Methodology from 1985-2005.
Mrs. Goodwin graduated with honors from Malden High School, class of 1978, then
majored in French and Education at University of Massachusetts, Amherst
1978-1980. Mrs. Goodwin Attended Centre International d'Etudes Francais in
Angers, France, Spring 1980.
Janine Weller, Director - Ms. Weller has been National Graphic Design Director
for Sonoco CorrFlex, from 2007 to present, operating from the Glen Rock, NJ
sales & design office. She is responsible for creative leadership and
development of graphic designers and 3D rendering specialists, focused on
creating innovative, best in class, award-winning solutions for customers in a
variety of industries.
Through successful development and implementation of best practices, she has
unified designers of different disciplines,
22
training and geographic locations across the US to work as a cohesive team,
effectively leveraging design resources to meet and exceed customer
expectations.
Ms. Weller joined Sonoco CorrFlex, the point-of-purchase merchandising display
division of Sonoco, a global manufacturer of industrial and consumer products
and provider of packaging services in 2003, as senior graphic designer.
Starting in 2000, Ms. Weller served as graphic designer at ADC. Purchased by
Alliance/Rock-Tenn in 2001, she was retained as senior graphic designer through
March 2003. Prior to 2000, Ms. Weller has continuously held a variety of
positions in the graphic design and advertising fields including in-house,
agency, studio and consulting.
Ms. Weller is a 1983 graduate of Pratt Institute with a B.F.A. degree with
honors in art direction.
Steven G. Salmond - Mr. Salmond has consulted small businesses on accounting
and related systems including setup of accounting system, transfer of
accounting records to new systems, and training of staff in the new systems.
He has also in the private sector of accounting performed accounts receivable,
accounts payable, payroll, general journal adjustments and prepared financial
statements for both publicly and privately held companies. Mr. Salmond has
been Chief Financial Officer ("CFO") in several public companies reporting
under the 1934 Securities Act. He has managed personnel in accounting
departments as well as work under the management of accounting to perform the
work to be completed. Mr. Salmond has experience in oil and gas, timber
harvesting, mining, real estate development, water purification equipment
manufacture and service, computer software training, marketing, and health
spas. Mr. Salmond was an audit partner in a small accounting practice. He
audited oil and gas, mining, health spas, printing, fast food and startup
companies. Most of the audits were for publicly traded companies with some
filing with the U.S. Securities and Exchange Commission. He graduated with a
B.S. Degree in Accounting in 1975 from Weber State University located in Ogden,
Utah.
[Intentionally Left Blank]
23
ITEM 6. EXECUTIVE COMPENSATION
Description Name (1) Name (2) Name (3) Name (4) Name (5) Name (6)
Name and Principal Janine Denise Julie Ann Steven G. James H. Richard
Position (a) Weller Leonardo Goodwin Salmond Bashaw R. Cook
Year (b) 2009 2009 2009 2009 2009 2009
Salary ($) (c) $ 0 $ 0 $ 0 $ 0 $6,200 $ 0
Bonus ($) (d) 0 0 0 0 0 0
Stock Awards ($) (e) 0 0 0 0 0 0
Option Awards ($) (f) 0 0 0 0 0 0
Non-equity Incentive
Plan Compensation ($)
(g) 0 0 0 0 0 0
Change in pension
value and Non-
Qualified deferred
compensation earnings
($) (h) 0 0 0 0 0 0
All other
compensation ($) (i) 0 0 0 0 0 0
Total ($) (j) $ 0 $ 0 $ 0 $ 0 $6,200 $ 0
Year (b) 6/30/2010 6/30/2010 6/30/2010 6/30/2010 6/30/2010 6/30/2010
Salary ($) (c) $ 0 $ 0 $ 0 $ 0 $2400 $ 0
Bonus ($) (d) 0 0 0 0 0 0
Stock Awards ($) (e) 0 0 0 0 0 0
Option Awards ($) (f) 0 0 0 0 0 0
Non-equity Incentive
Plan Compensation ($)
(g) 0 0 0 0 0 0
Change in pension
value and Non-
Qualified deferred
compensation earnings
($) (h) 0 0 0 0 0 0
All other
compensation ($) (i) 0 0 0 0 0 0
Total ($) (j) $ 0 $ 0 $ 0 $ 0 $2,400 $ 0
(1) Director from May 28, 2010
(2) President and Director (CEO) from May 28, 2010 and past
Secretary/Treasurer (CFO) from 2005 to May 28, 2010
(3) Director from May 28, 2010
(4) Secretary/Treasurer (CFO) and Director from August 21, 2010
(5) Past President and Director (CEO), died on May 15, 2010. President and
Director from 2005 to May 15, 2010 (Death Date)
(6) Past Secretary/Treasurer (CFO) from May 28, 2010 to August 21, 2010;
Director from 2005 to August 21, 2010
There was no compensation paid to Officers or Directors in 2008
(c) The named officer received payments in cash only
Future salaries of the officers and directors will be set by the Board of
Directors depending upon the financial condition of the company, and may
include bonuses, health insurance and other compensation as the Board of
Directors may award. Out-of-pocket
24
expenses are defined as the monies expended on behalf of the company while
engaged in Company Business such as travel expenses and items purchased for
use by the Company.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
No officer or director is related to or has any relationship with any other
officer or director.
Credex has entered into a management contract with Cypress. This contract
provides that Cypress will provide operational support to Credex and to take
Credex Public through Form 10 and S-1 filings with the Securities and Exchange
Commission. Cypress will return the shares it owns to Treasury Stock upon
completion of its contract obligations and receiving payment in full for its
services. Cypress is a Nevada, LLC whose only members are Timothy L. Kuker,
Steven G. Salmond and Richard R. Cook.
The Company has entered into subscription agreements to sell its stock as shown
in Item 10.
ITEM 8. LEGAL PROCEEDINGS
Credex is not involved in any litigation or any material legal proceeding. No
Officer or Director is involved in any litigation or any material legal
proceeding.
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON, THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.
The common stock has not traded on any market and has no market value, but
Management believes the Company's shares should begin to do so after this SEC
Form 10 and an S-1 are filed and become effective, a market maker is selected,
and a trading symbol is obtained. Management believes that there will be a
market for the common stock of the Company on the over-the-counter market;
however, no independent market maker has been selected or engaged at the time
of filing of this Form 10.
We intend to have our stock quoted on the Over the Counter Bulletin Board, a
FINRA sponsored and operated inter dealer automated quotation system or the
Pink Quotation System. Quotation of our securities on the Over the Counter
Bulletin Board will limit the liquidity and price of our securities more than
if the securities were quoted or listed on an exchange.
25
No Dividends. No dividends have been paid on the Shares and the Company does
not anticipate the payment of cash dividends in the foreseeable future. If the
operations of the Company become profitable, it is anticipated that, for the
foreseeable future, any income received there from would be devoted to the
Company's future operations and that cash dividends would not be paid to the
Company's Shareholders.
ITEM 10. RECENT SALES OF UNREGISTERED STOCK
The authorized equity of Credex Corporation consists of 100 million Shares,
$.001 par value per share, of which 3,833,000 Shares are issued and outstanding
to officers and directors for cash and services rendered from inception
(September 2, 2005) through June 30, 2010.
Credex Corporation
Sale of Investment Stock
Stockholder Shares Share Amount
Quantity Date Issued Price Paid
1 9/9/2005 10,000 $0.10 $1,000.00
10/24/2007 2,240,000 $0.01 $16,131.00
1 10/24/2007 250,000 $0.01 $1,800.00
1 4/4/2008 50,000 $0.02 $1,000.00
5/15/2008 (2,240,000) $0.01 $(16,131.00)
5/15/2008 1,545,555 $0.01 $11,130.00
1 5/15/2008 694,445 $0.01 $5,001.00
1 7/7/2008 25,000 $0.02 $500.00
1 7/28/2008 25,000 $0.02 $500.00
1 8/16/2008 15,000 $0.02 $300.00
1 9/6/2008 50,000 $0.02 $1,000.00
1 9/21/2008 10,000 $0.02 $200.00
1 10/1/2008 10,000 $0.02 $200.00
1 10/17/2008 15,000 $0.02 $300.00
12/31/2008 150,000 $0.02 $3,000.00
1 6/22/2009 10,000 $0.02 $200.00
1 6/22/2009 10,000 $0.02 $200.00
1 6/29/2009 50,000 $0.02 $1,000.00
1 6/29/2009 50,000 $0.02 $1,000.00
1 6/29/2009 100,000 $0.02 $2,000.00
1 6/29/2009 50,000 $0.02 $1,000.00
6/29/2009 50,000 $0.02 $1,000.00
1 6/29/2009 100,000 $0.02 $2,000.00
1 7/22/2009 10,000 $0.02 $200.00
1 8/4/2009 100,000 $0.02 $2,000.00
1 9/19/2009 10,000 $0.02 $200.00
1 10/7/2009 10,000 $0.02 $200.00
1 10/7/2009 50,000 $0.02 $1,000.00
1 10/7/2009 50,000 $0.02 $1,000.00
1 11/19/2009 45,500 $0.02 $910.00
1 12/15/2009 20,000 $0.02 $400.00
1 2/22/2010 30,000 $0.02 $600.00
3/16/2010 12,500 $0.02 $250.00
1 4/14/2010 100,000 $0.02 $2,000.00
1 4/30/2010 125,000 $0.02 $2,500.00
29 3,833,000 $45,591.00
26
Such shares were issued pursuant to the exemption from registration contained
in Section 4(2) of the Securities Act. All of the purchasers were officers,
directors or persons personally known to the officers or directors.
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The Company is authorized to issue One Hundred Million (100,000,000) shares of
Common Stock (the Common Stock) of Par Value of ($0.001). As of
September 30, 2010 the Company had 5,658,000 shares of Common Stock issued and
outstanding. Holders of Common Stock are each entitled to cast one vote for
each Share held of record on all matters presented to shareholders. Cumulative
voting is not allowed; hence, the holders of a majority of the outstanding
Common Stock can elect all directors. Holders of Common Stock are entitled to
receive such dividends as may be declared by the Board of Directors out of
funds legally available therefore and, in the event of liquidation, to share
pro-rata in any distribution of the Company's assets after payment of
liabilities. The Board of Directors is not obligated to declare a dividend and
it is not anticipated that dividends will be paid unless and until the Company
is profitable. Holders of Common Stock do not have preemptive rights to
subscribe to additional shares if issued by the Company. There are no
conversions, redemption, sinking fund or similar provisions regarding the
Common Stock. All of the outstanding Shares of Common Stock are fully paid and
non-assessable and all of the Shares of Common Stock offered thereby will be,
upon issuance, fully paid and non-assessable.
No personal liability attaches to shareholders by reason of the ownership of
such shares.
Holders of Shares of Common Stock will have full rights to vote on all matters
brought before shareholders for their approval, subject to preferential rights
of holders of any series of Preferred Stock. We are not currently authorized to
issue preferred stock and have no intention of amending our corporate documents
to authorize preferred stock. Holders of the Common Stock will be entitled to
receive dividends, if and as declared by the Board of Directors, out of funds
legally available, and share pro-rata in any distributions to holders of Common
Stock upon liquidation.
The holders of Common Stock will have no conversion, preemptive or other
subscription rights. The Shares of Common Stock offered by this prospectus are
to be validly issued, fully paid and non-assessable. The Company has issued no
options or warrants to any individual or entity.
27
Upon any liquidation, dissolution or winding-up of Credex, our assets, after
the payment of debts and liabilities and any liquidation preferences of, and
unpaid dividends on, any class of preferred stock then outstanding, will be
distributed pro-rata to the holders of the common stock. The holders of the
common stock have no right to require us to redeem or purchase their shares.
Preferred Stock
The Company does not have any authorized shares of Preferred Stock.
Voting Rights
Holders of the Company's Common Stock are entitled to one vote per Share for
each Common Share held of record by Company shareholders.
No Cumulative Voting
Holders of shares of our common stock do not have cumulative voting rights,
which means that the holders of more than 50% of the outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if
they so choose, and, in that event, the holders of the remaining shares will
not be able to elect any of our directors. Even if he sells all of the shares
offered by him under this prospectus, Don Calabria will directly or indirectly
own an aggregate of 75.5% of our outstanding shares.
Dividend Policy
Credex has never paid a dividend.
The Company does not currently intend to declare or pay any dividends on its
Common Stock, except to the extent that such payment is consistent with the
Company's overall financial condition and plans for growth. For the foreseeable
future, the Company intends to retain excess future earnings, if any, to
support development and growth of its business. Any future determination to
declare and pay dividends will be at the discretion of the Company's Board of
Directors and will be dependent on the Company's financial condition, results
of operations, cash requirements, plans for expansion, legal limitations,
contractual restrictions and other factors deemed relevant by the Board of
Directors.
28
Transfer Agent
We have selected Globex Transfer, LLC as our transfer agent.
Shares Eligible For Future Sale
The Securities registered hereby currently are "restricted securities" as that
term is defined in SEC Rule 144 of the 1933 Securities Act ("Rule 144"), and
may not be resold without registration under the Securities Act. Provided
certain requirements are met, the Shares of Common Stock purchased hereunder
may be resold pursuant to Rule 144 or may be resold pursuant to another
exemption from the registration requirement.
Generally, Rule 144 provides that a holder of restricted shares of an issuer
which maintains certain available public information, where such shares are
held 6 months or more, may sell in every three months the greater of: (a) an
amount equal to one percent of the Company's outstanding shares; or (b) an
amount equal to the average weekly volume of trading in such securities during
the preceding four calendar weeks prior to the sale. Persons who are not
affiliates of the Company may sell shares beneficially owned for at least one
year at the time of the proposed sale without regard to volume restrictions.
Lastly, there is no existing public or other market for the Shares, and there
is no assurance that any such market will develop in the foreseeable future.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
There is no statute, charter provision, by-law, contract or other arrangement
under which any controlling person, director or officer of the registrant is
insured or indemnified in any manner against liability which he may incur in
his capacity as such, other than Florida Statute 607.0850. This statue allows
the Company to Indemnify Officers and Directors in the case of good faith
errors.
SECURITIES AND EXCHANGE COMMISSION INDEMNIFICATION DISCLOSURE
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
29
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Table of Contents
FINANCIAL STATEMENTS
Report of Independent Registered Certified Public Accounting Firm 31
Balance Sheets 32
Statements of Operations 33
Statement of Stockholders' Equity (Deficit) 34
Statements of Cash Flows 35
Notes to Financial Statements 36
30
REPORT OF INDEPENDENT REGISTERED
CERTIFIED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Credex Corporation
Orange City, Florida
We have audited the accompanying balance sheets of Credex Corporation (a
development stage company) as of December 31, 2009 and 2008, and the related
statements of operations, stockholders' equity (deficit), and cash flows for
the years then ended and for the period from inception, September 2, 2005, to
December 31, 2009. 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards as established by the Auditing Standards Board (United States) and in
accordance with the auditing 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 also 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. We believe that our audits provide 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 Credex Corporation as of
December 31, 2009 and 2008, and the results of its operations and its cash
flows for the years then ended and for the period from inception,
September 2, 2005, to December 31, 2009 in conformity with accounting
principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note D to the
financial statements, the Company is in the development stage and has suffered
recurring losses from operations. These conditions raise substantial doubt
about its ability to continue as a going concern. Management's plans regarding
those matters are also described in Note D. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
/s/ Moss, Krusick & Associates, LLC
October 6, 2010
Winter Park, Florida
31
Credex Corporation
(A Development Stage Company)
BALANCE SHEETS
June 30, 2010, and December 31, 2009 and 2008
ASSETS
June 30, December 31,
____________
2010 2009 2008
____ ____ ____
(Unaudited)
CURRENT ASSETS:
Cash $ 2,105 $ 2,185 $ 3,390
__________ __________ _________
Total Assets $ 2,105 $ 2,185 $ 3,390
========== ========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 0 $ 2,500 $ 3,000
__________ _________ _________
Total Current Liabilities 0 2,500 3,000
__________ _________ _________
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, $0.001 par value; 100,000,000
authorized shares, 3,833,000, 3,565,500
and 2,850,000 shares issued and
outstanding at June 30, 2010, and
December 31, 2009 and 2008, respectively 3,833 3,565 2,850
Additional paid in capital 41,758 36,676 23,081
Accumulated deficit during the
development stage (43,486) (40,556) (25,541)
_________ _________ _________
Total Stockholders' Equity (Deficit) 2,105 (315) 390
_________ _________ _________
Total Liabilities and Stockholders'
Equity (Deficit) $ 2,105 $ 2,185 $ 3,390
========= ========= =========
The accompanying notes are an integral part of these financial statements.
32
Credex Corporation
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For the Periods from Inception, September 2, 2005, to June 30, 2010
Six Months Ended Years Ended
June 30, December 31 Cumulative
__________ ___________ from Inception to
2010 2009 2009 2008 June 30, 2010
______________ _____________ _____________
(Unaudited) (Unaudited) (Unaudited)
REVENUE:
Finance income $ 0 $ 0 $ 0 $ 0 $ 15,417
Consulting income 0 0 0 0 8,000
_________ ________ ________ ________ ________
Total Revenue 0 0 0 0 23,417
_________ ________ ________ ________ ________
EXPENSES:
Travel 0 0 2,050 675 6,882
Office expenses 530 203 1,765 658 6,571
Telephone 0 0 0 0 2,322
Professional fees
(see Note E) 2,400 8,150 11,200 5,274 27,698
Advertising 0 0 0 0 350
Portfolio purchase 0 0 0 0 21,000
Seminar 0 0 0 0 1,585
Rent 0 0 0 396 528
_________ ________ _________ ________ ________
Total Expenses 2,930 8,353 15,015 7,003 66,936
_________ ________ _________ ________ ________
Operating Loss (2,930) (8,353) (15,015) (7,003) (43,519)
_________ ________ _________ ________ ________
OTHER INCOME:
Interest income -0- -0- -0- 2 33
_________ ________ _________ ________ ________
Net loss before
income taxes (2,930) (8,353) (15,015) (7,001) (43,486)
INCOME TAXES -0- -0- -0- -0- -0-
Net Loss $ (2,930) $(8,353) $(15,015) $(7,001) $(43,486)
========= ======== ========= ======== ========
Basic net loss per
share $ (0.001) $(0.003) $ (0.005) $(0.003)
========= ======== ========= ========
Weighted average number of
shares outstanding 3,698,750 3,063,261 3,143,373 2,589,246
========= ========= ========= =========
The accompanying notes are an integral part of these financial statements.
33
Credex Corporation
(A Development Stage Company)
STATEMENT OF STOCKHOLDER'S EQUITY (DEFICIT)
For the Periods from Inception, September 2, 2005, to June 30, 2010
<Table>
<Caption>
Additional Development Total
Common Stock Paid-in Stage Stockholders'
Shares Amount Capital Deficit Equity
______ _______ _______ _______ _______
<s> <c> <c> <c> <c> <c>
September 2, 2005, Date of
Incorporation -0- $ -0- $ -0- $ -0- $ -0-
September 2005 - shares
Purchased for cash at
$0.001 per share 10,000 10 990 -0- 1,000
Net loss for period ended
December 31, 2005 -0- -0- -0- (8,397) (8,397)
_______ ______ _______ _______ _______
Balances - December 31, 2005 10,000 10 990 (8,397) (7,397)
Net loss for period ended
December 31, 2006 -0- -0- -0- (8,056) (8,056)
_______ ______ _______ _______ _______
Balances - December 31, 2006 10,000 10 990 (16,453) (15,453)
October 2007 - stockholder loan
used to purchase shares
at $0.0072 per share 2,490,000 2,490 15,441 -0- 17,931
Net loss for period ended
December 31, 2007 -0- -0- -0- (2,087) (2,087)
Balances - December 31, _______ ______ _______ _______ _______
2007 2,500,000 2,500 16,431 (18,540) 391
Year 2008 - shares issued for
cash at $0.02 per share 350,000 350 6,650 -0- 7,000
Net loss for period ended
December 31, 2008 -0- -0- -0- (7,001) (7,001)
Balances - December 31, _______ ______ _______ _______ _______
2008 2,850,000 2,850 23,081 (25,541) 390
Year 2009 - shares issued for
cash at $0.02 per share 715,500 715 13,595 -0- 14,310
Net loss for period ended
December 31, 2009 -0- -0- -0- (15,015) (15,015)
Balances - December 31, _______ ______ _______ _______ _______
2009 3,565,500 3,565 36,676 (40,556) (315)
Six months 2010 - shares issued
for cash at $0.02 per share
(unaudited) 267,500 268 5,082 -0- 5,350
Net loss for period ended
June 30, 2010 (unaudited) -0- -0- -0- (2,930) (2,930)
Balances - June 30, 2010 _______ ______ _______ _______ _______
(unaudited) 3,833,000 $3,833 $ 41,758 $(43,486) $ 2,105
======= ====== ======= ======= =======
The accompanying notes are an integral part of these financial statements.
</Table>
34
Credex Corporation
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the Periods from Inception, September 2, 2005, to June 30, 2010
<Table>
<Caption>
Six Months Ended Years Ended Cumulative from
June 30, December 31, Inception to
__________ _____________
2010 2009 2009 2008 June 30, 2010
____ ____ ____ ____ ______________
(Unaudited) (Unaudited) (Unaudited)
<s> <c> <c> <c> <c> <c>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(2,930) $(8,353) $(15,015) $ (7,001) $(43,486)
Adjustments to reconcile net loss to net cash
Used by operations:
Decrease in security deposits -0- -0- -0- 198 -0-
Increase (decrease) in accounts
Payable (2,500) 5,000 (500) 3,000 -0-
_______ ________ _________ _________ _________
Net Cash Used by Operating
Activities (5,430) (3,353) (15,515) (3,803) (43,486)
_______ ________ _________ _________ _________
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from stockholder loan -0- -0- -0- -0- 46,828
Repayment of stockholder loan -0- -0- -0- (1,000) (28,897)
Sale of common stock 5,350 8,400 14,310 7,000 27,660
_______ ________ _________ _________ _________
Net Cash Provided by Financing
Activities 5,350 8,400 14,310 6,000 45,591
_______ ________ _________ _________ _________
Net Increase (Decrease) in Cash (80) 5,047 (1,205) 2,197 2,105
Cash and Equivalents,
Beginning of Period 2,185 3,390 3,390 1,193 -0-
_______ ________ _________ _________ _________
Cash and Equivalents,
End of Period $ 2,105 $ 8,437 $ 2,185 $ 3,390 $ 2,105
======== ======== ========= ========= =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest $ -0- $ -0- $ -0- $ -0- $ -0-
======== ======== ========= ========= =========
Cash paid for income taxes $ -0- $ -0- $ -0- $ -0- $ -0-
======== ======== ========= ========= =========
SIGNIFICANT NON-CASH ACTIVITIES:
Stockholder loan contributed to
Capital for Common stock $ -0- $ -0- $ -0- $ -0- $17,931
======== ======== ========= ========= =========
The accompanying notes are an integral part of these financial statements.
</Table>
35
Credex Corporation
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2010 (Unaudited) and December 31, 2009 and 2008
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1. Organization and Purpose
Credex Corporation, (the "Company") was incorporated in the State of Florida on
September 2, 2005. The Company is presently engaged in market research
regarding the cost and availability of non-performing credit card portfolios
including current market prices for the sales of portfolios deemed
non-collectable at the time of sale. The Company is exploring avenues for
raising capital in order to put its business plan into effect. The Company has
a December 31 year-end. The Company's principal office is in Orange City,
Florida.
2. Development Stage
The Company is currently a development stage entity as defined under accounting
standards, as it continues development activities related to non-performing
credit card portfolios. As required for development stage enterprises, the
statements of operations, cash flows and changes in stockholder's equity
(deficit) are presented on a cumulative basis from inception.
3. Revenue Recognition
The Company recognizes revenue from purchased non-performing receivables in
accordance with accounting standards on the accounting for certain loans or
debt securities acquired in a transfer. The Company will use the cost recovery
method and recognize income only after it has recovered its carrying value of
purchased non-performing receivables. There can be no assurance as to when or
if the carrying value will be recovered. Recognition of income using the
interest method would be dependent on the Company having the ability to
develop reasonable expectations of both the timing and amount of cash flows to
be collected. Due to uncertainties related to the expected timing of the
collections of older non-performing receivables purchased as a result of the
economic environment and the lack of validation of certain account components,
the Company determined that it will not have the ability to develop reasonable
expectations of timing of cash flows to be collected.
4. Cash and Equivalents
For purposes of the statement of cash flows, the Company considers all highly
liquid investments with original maturities of less than three months to be
cash equivalents.
36
Credex Corporation
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2010 (Unaudited) and December 31, 2009 and 2008
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
5. Financial Instruments
Financial instruments consist of bank deposits. The carrying amount of
financial instruments approximates fair value due to short-term maturities and
market interest rates.
6. Advertising
The Company expenses advertising and promotions costs as they are incurred.
7. Concentrations of Credit Risk
The Company maintains its cash in a bank deposit account in a bank which
participates in the Federal Deposit Insurance Corporation (FDIC) Transaction
Account Guarantee Program, which provides separate FDIC coverage on the full
balance of personal and non-personal checking accounts, so long as they are not
interest-bearing. Under that program, through June 30, 2010, all non-interest
bearing accounts were fully guaranteed by the FDIC for the full balance in the
account. Coverage is in addition to and separate from the $250,000 coverage
available under FDIC's general deposit insurance rules. After December 31, 2013
balances up to $100,000 will be insured. As of June 30, 2010 (unaudited) and
December 31, 2009 and 2008, the Company had no balances in excess of federally
insured limits.
8. Earnings per Share
Basic earnings per share is computed by dividing net income available to common
stockholders by the weighted average number of common stock shares outstanding
during the year. Diluted EPS is computed by dividing net income available to
common stockholders by the weighted average number of common stock shares
outstanding during the year plus potential dilutive instruments such as stock
options and warrants. The Company has no dilutive instruments outstanding.
9. Income Taxes
The Company follows Section 740-10-30 of the FASB Accounting Standards
Codification, which requires recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been included in
the financial statements or tax returns.
37
Credex Corporation
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2010 (Unaudited) and December 31, 2009 and 2008
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continue)
9. Income Taxes (continued)
Under this method, deferred tax assets and liabilities are based on the
differences between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. Deferred tax assets are reduced by a
valuation allowance to the extent management concludes it is more likely than
not that the assets will not be realized. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in the Statements of Operations in the period that includes
the enactment date.
The Company adopted section 740-10-25 of the Codification ("Section 740-10-25")
which addresses the determination of whether tax benefits claimed or expected
to be claimed on a tax return should be recorded in the financial statements.
Under Section 740-10-25, the Company may recognize the tax benefit from an
uncertain tax position only if it is more likely than not that the tax position
will be sustained on examination by the taxing authorities, based on the
technical merits of the position. The tax benefits recognized in the financial
statements from such a position should be measured based on the largest
benefit that has a greater than fifty percent (50%) likelihood of being
realized upon ultimate settlement. Section 740-10-25 also provides guidance on
de-recognition, classification, interest and penalties on income taxes,
accounting in interim periods and requires increased disclosures. The Company
had no material adjustments to its liabilities for unrecognized income tax
benefits according to the provisions of Section 740-10-25.
10. Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from
those estimates.
38
Credex Corporation
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2010 (Unaudited) and December 31, 2009 and 2008
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
11. Reclassifications
Certain amounts in prior year financial statements have been reclassified to
conform to current year presentation.
12. Recent Accounting Pronouncements Impacting Company
Effective October 15, 2009, the Company adopted the Financial Accounting
Standards Board ("FASB") new Accounting Standard Codification ("ASC" or
"Codification") as the single source of authoritative accounting guidance under
the Generally Accepted Accounting Principles Topic. The ASC does not create new
accounting and reporting guidance, rather it reorganizes U.S. GAAP
pronouncements into approximately 90 topics within a consistent structure. All
guidance in the ASC carries an equal level of authority. Relevant portions of
authoritative content, issued by the U.S. Securities and Exchange Commission
("SEC") for SEC reporting entities, have been included in the ASC. After the
effective date of the Codification, all non-grandfathered, non-SEC accounting
literature not included in the ASC was superseded and deemed non-authoritative.
Adoption of the Codification also changed how the U.S. GAAP is referenced in
financial statements.
In June 2009, the FASB issued SFAS 166, "Accounting for Transfers of Financial
Assets" an amendment of SFAS 140 (FASB ASC Topic 860-10). SFAS 166 is intended
to improve the relevance, representational faithfulness, and comparability of
the information that a reporting entity provides in its financial statements
about a transfer of financial assets: the effects of a transfer on its
financial position, financial performance, and cash flows: and a transferor's
continuing involvement, if any, in transferred financial assets. This statement
must be applied as of the beginning of each reporting entity's first annual
reporting period that begins after November 15, 2009. The adoption of SFAS 166
did not have an impact on the Company's financial statements.
Effective June 15, 2009, the Company adopted new guidance to the Subsequent
Events - ASC Topic 855. The Subsequent Events Topic establishes general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued.
39
Credex Corporation
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2010 (Unaudited) and December 31, 2009 and 2008
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
12. Recent Accounting Pronouncements Impacting Company (continued)
In particular, the Subsequent Events Topic sets forth the period after the
balance sheet date during which management of an SEC reporting entity should
evaluate events or transactions that may occur for potential recognition or
disclosure in the financial statements, the circumstances under which an entity
should recognize events or transactions occurring after the balance sheet date
of its financial statements, and the disclosures that an entity should make
about events or transactions that occurred after the balance sheet date.
Entities are required to disclose the date through which subsequent events were
evaluated as well as the date the financial statements were issued or available
to be issued. Adoption of this guidance did not have any impact on the
financial statements presented.
NOTE B - STOCKHOLDER'S EQUITY
At inception on September 2, 2005, the Company was authorized to have
outstanding 10,000 shares of common stock at $0.10 par value per share. On
October 24, 2007, the Company amended its Articles of Incorporation to increase
the maximum number of authorized common shares to 100,000,000 and changed the
par value to $0.001 per share, which has been retro-actively restated to $0.001
in the accompanying financial statements.
The Company currently has thirty stockholders of record as of June 30, 2010. As
of June 30, 2010, the outstanding shares were 3,833,000. Share transactions
subsequent to June 30, 2010, resulted in a increase in shares outstanding of
1,825,000 shares as follows:
Shares issued for cash at $0.04 per share 325,000
Shares issued to Cypress Bend Executive
Services, LLC ("Cypress") 1,500,000
_________
1,825,000
=========
40
Credex Corporation
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2010 (Unaudited) and December 31, 2009 and 2008
NOTE B - STOCKHOLDER'S EQUITY (Continued)
Additionally, ownership of 694,445 shares was transferred from a past
officer/director to Cypress. This former officer/director is a member of
Cypress. Another past officer/director who is deceased passed to his heirs
1,705,555 shares of which his heirs transferred 764,180 shares to Cypress. A
total of 2,958,625 shares have been transferred to Cypress under a consulting
management agreement with the Company. Upon completion of its services,
Cypress is to be paid $200,000 at which time it will return these shares.
NOTE C - INCOME TAXES
Deferred income taxes result from temporary differences between the basis of
assets and liabilities recognized for differences between the financial
statements and tax basis thereon, and for the expected future tax benefits to
be derived from net operations losses and tax credit carry-forwards. The
Company has net operating losses and has recorded a valuation allowance equal
to the tax benefit of the accumulated net operating losses, since it is
uncertain that future taxable income will be realized during the applicable
carry-forward periods. These benefits expire between 2025 and 2030.
41
Credex Corporation
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2010 (Unaudited) and December 31, 2009 and 2008
NOTE C - INCOME TAXES (continued)
The Company's deferred tax assets as of June 30, 2010 and December 31, 2009 and
2008 are as follows:
June 30, December 31,
2010 2009 2008
__________ ______ ______
(Unaudited)
Deferred tax asset $ 16,400 $ 15,300 $ 9,600
Valuation allowance (16,400) (15,300) (9,600)
__________ __________ _________
Net Deferred Tax Asset $ 0 $ 0 $ 0
========== ========== =========
NOTE D - 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 its ability to continue as a
going concern. The Company is in the development stage and has sustained losses
of $43,486 (unaudited) since inception which raises substantial doubt about its
ability to continue as a going concern. The ability of the Company to continue
as a going concern is dependent upon expanding operations and obtaining
additional capital and financing. Management's plan in this regard is to
implement the Company's business plan and to secure additional funds through
equity or debt financing. The financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.
NOTE E - RELATED PARTY
A past shareholder of the Company had received fees for service in the six
months ended June 30, 2010, and the years ended December 31, 2009 and 2008 in
the amount of $2,400, $6,200, and $0, respectively.
Effective July 12, 2010, the Company entered into a agreement for services with
Cypress, a related party, whereby Cypress acts as consultant to:
1. Raise the necessary money for the Company to operate in the short term,
2. Prepare and file documents with the SEC to take the Company public,
3. Secure a transfer agent and market maker broker-dealer for the Company's
stock,
4. Secure the necessary audits for the required filing documents, and
42
Credex Corporation
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2010 (Unaudited) and December 31, 2009 and 2008
NOTE E - RELATED PARTY (Continued)
5. Provide day-to-day operational management of the Company.
In exchange for these services, which the Company anticipates will last for a
six month period, the Company agreed to pay Cypress cash fees of $200,000 as
well as provide Cypress with 2,958,625 shares of its stock, which effectively
transfers control of the Company to Cypress during this period. Upon receipt
of the cash payment of $200,000, Cypress is to return the shares to the
Company's treasury.
NOTE F - SUBSEQUENT EVENTS
The Company has evaluated the effect subsequent events would have on the
financial statements through the time these financial statements were available
to be issued on October 6, 2010.
[Intentionally left blank]
43
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
There are none.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
(a) The following financial statements are filed as part of this Form 10
Registration Statement: Audited financial statements for the years ended
December 31, 2008 and 2009 ; unaudited financial statements for the six months
ended June 30, 2009 and 2010 and from inception [September 2, 2005] through
June 30, 2010.
(b) Exhibits
EXHIBIT NUMBER DESCRIPTION
3.(i) Restated Articles of Incorporation
3.(ii) By-Laws
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Credex Corporation
By: /s/ Denise Leonardo Date: October 6, 2010
_________________________
Denise Leonardo,
Chief Executive Officer
44
Exhibit -3.(i)
RESTATED
ARTICLES OF INCORPORATION
OF
CREDEX CORPORATION
The undersigned subscriber to these Restated Articles of Incorporation, a
natural person competent to contract, hereby forms a corporation under the laws
of the State of Florida.
ARTICLE I. NAME
The name of the corporation shall be CREDEX CORPORATION.
ARTICLE II. NATURE OF BUSINESS
This corporation may engage or transact in any or all lawful activities or
business permitted under the laws of the United States, the State of Florida or
any other state, country, territory, or nation.
ARTICLE III. CAPITAL STOCK and CORPORATE ADDRESS
The maximum number of shares of stock that this corporation is authorized
to have outstanding at any one time is 100,000,000 shares of common stock
having a par value of $.001 per share.
The street address of the registered office of the corporation shall be
454 Treemont Drive, Orange City, FL 32763. The name of the initial registered
agent of the corporation at that address is RICHARD R. COOK. The mailing
address of the Corporation shall be 454 Treemont Drive, Orange City, FL 32763.
ARTICLE IV. TERM OF EXISTENCE
This corporation is to exist perpetually.
45
ARTICLE V. DIRECTORS
This corporation shall have four directors initially, whose names and
addresses are:
Denise Leonardo, 9266 Keating Drive, Palm Beach Gardens, FL 33410
Julie Ann Goodwin, 232 Trickey Pond Road, Naples, ME 04055
Steven G. Salmond, 3290 Van Buren Ave., Apt, 30, Ogden, UT 84403
Janine Weller, 415 Macopin Road, West Milford, NJ 07480
ARTICLE VI. OFFICERS
The officers of the corporation shall be elected by the Directors. Until
new officers are elected the following will serve as officers of the
corporation:
Denise Leonardo President
Steven G. Salmond Secretary & Treasurer
ARTICLE VII. INCORPORATOR
The name and street address of the Incorporator to these Articles of
Incorporation is:
James H. Bashaw, 505 E. New York, Suite 8, DeLand, FL 32724.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal on
this __28th_ day of September, 2010.
/s/ Steven G. Salmond (SEAL)
________________________________
Steven G. Salmond
State of Florida )
County of Volusia )
The foregoing instrument was acknowledged before me this 28th day of
September, 2010, by Steven G. Salmond, who is personally known to me and who
did take an oath.
Notary /s/ Melissa A. Bruno
___________ __________________________
Title Notary Signature
DD619181 Melissa A. Bruno
___________ __________________________
Serial Number Notary Name Printed
Commission expires: 12/22/10
46
ACCEPTANCE BY REGISTERED AGENT
CREDEX CORPORATION
Having been named Resident Agent and to accept Service of Process for the above
named corporation at the place designated in these Articles of Incorporation, I
hereby accept the appointment as Registered Agent and agree to act in this
capacity, I further agree to comply with the provisions of all statutes
relating to the proper and complete performance of my duties, and I am familiar
with and accept the obligations of my position as Registered Agent.
Resident Agent
/s/ Richard R. Cook
____________________
RICHARD R. COOK
47
Exhibit-3.(ii)
CORPORATE BYLAWS
CREDEX CORPORATION
ARTICLE I. MEETING OF SHAREHOLDERS
Section 1. Annual Meeting. The annual shareholder meeting of CREDEX Corporation
will be held on the 30th day of October, of each year or at such other time and
place as designated by the Board of Directors of CREDEX Corporation provided
that if said day falls on a Sunday or legal holiday, then the meeting will be
held on the first business day thereafter. Business transacted at said meeting
will include the election of directors of CREDEX Corporation.
Section 2. Special Meetings. Special meetings of the shareholders will be held
when directed by the President, Board of Directors, or the holders of not less
than 10 percent of all the shares entitled to be cast on any issue proposed to
be considered at the proposed special meeting; provided that said persons sign,
date and deliver to CREDEX Corporation one or more written demands for the
meeting describing the purposes(s) for which it is to be held. A meeting
requested by shareholders of CREDEX Corporation will be called for a date not
less than 10 nor more than 60 days after the request is made, unless the
shareholders requesting the meeting designate a later date. The call for the
meeting will be issued by the Secretary, unless the President, Board of
Directors or shareholders requesting the meeting designate another person to do
so.
Section 3. Place. Meetings of shareholders will be held at the principal place
of business of CREDEX Corporation or at such other place as is designated by
the Board of Directors.
Section 4. Record Date and List of Shareholders. The Board of Directors of
CREDEX Corporation shall fix the record date; however, in no event may a record
date fixed by the Board of Directors be a date prior to the date on which the
resolution fixing the record date is adopted.
After fixing a record date for a meeting, the Secretary shall
48
prepare an alphabetical list of the names of all CREDEX Corporation's
shareholders who are entitled to notice of a shareholders' meeting, arranged by
voting group with the address of and the number and class and series, if any,
of shares held by each. Said list shall be available for inspection in
accordance with Florida Law.
Section 5. Notice. Written notice stating the place, day and hour of the
meeting, and the purpose(s) for which said special meeting is called, will be
delivered not less than 10 nor more than 60 days before the meeting, either
personally or by first class mail, by or at the direction of the President, the
Secretary or the officer or persons calling the meeting to each shareholder of
record entitled to vote at such meeting. If mailed, such notice will be deemed
to be effective when deposited in the United States mail and addressed to the
shareholder at the shareholder's address as it appears on the stock transfer
books of CREDEX Corporation, with postage thereon prepaid.
CREDEX Corporation shall notify each shareholder, entitled to a vote at the
meeting, of the date, time and place of each annual and special shareholder's
meeting no fewer than 10 or more than 60 days before the meeting date. Notice
of a special meeting shall describe the purpose(s) for which the meeting is
called. A shareholder may waive any notice required hereunder either before or
after the date and time stated in the notice; however, the waiver must be in
writing, signed by the shareholder entitled to the notice and be delivered to
CREDEX Corporation for inclusion in the minutes or filing in the corporate
records.
Section 6. Notice of Adjourned Meeting. When a meeting is adjourned to another
time or place, it will not be necessary to give any notice of the adjourned
meeting provided that the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken. At such an
adjourned meeting, any business may be transacted that might have been
transacted on the original date of the meeting. If, however, a new record date
for the adjourned meeting is made or is required,
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then, a notice of the adjourned meeting will be given on the new record date as
provided in this Article to each shareholder of record entitled to notice of
such meeting.
Section 7. Shareholder Quorum and Voting. A majority of the shares entitled to
vote, represented in person or by proxy, will constitute a quorum at a meeting
of shareholders.
If a quorum, as herein defined, is present, the affirmative vote of a majority
of the shares represented at the meeting and entitled to vote on the subject
matter thereof will be the act of the shareholders unless otherwise provided by
law.
Section 8. Voting of Shares. Each outstanding share will be entitled to one
vote on each matter submitted to a vote at a meeting of shareholders.
Section 9. Proxies. A shareholder may vote either in person or by proxy
provided that any and all proxies are executed in writing by the shareholder or
his duly authorized attorney-in-fact. No proxy will be valid after the duration
of 11 months from the date thereof unless otherwise provided in the proxy.
Section 10. Action by Shareholders Without a Meeting. Any action required or
permitted by law, these bylaws, or the Articles of Incorporation of CREDEX
Corporation to be taken at any annual or special meeting of shareholders may be
taken without a meeting, without prior notice and without a vote, provided that
the action is taken by the holders of outstanding stock of each voting group
entitled to vote thereon having not less than the minimum number of votes with
respect to each voting group that would be necessary to authorize or take such
action at a meeting at which all voting groups and shares entitled to vote
thereon were present and voted, as provided by law. The foregoing actions(s)
shall be evidenced by written consents describing the action taken, dated and
signed by approving shareholders having the requisite number of votes of each
voting group entitled to vote thereon and delivered to CREDEX Corporation in
accordance with Florida Law. Within 10 days after obtaining such authorization
by written consent, notice shall be given to those shareholders who have not
consented in writing or who are not entitled to vote. Said notice shall fairly
summarize the material features of the
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authorized action and if the action requires the providing of dissenters'
rights, said notice will comply with the disclosure requirements pertaining to
dissenters' rights of Florida Law.
ARTICLE II. DIRECTORS
Section 1. Function. All corporate powers, business, and affairs will be
exercised, managed and directed under the authority of the Board of Directors.
Section 2. Qualification. Directors must be natural persons of 18 years of age
or older but need not be residents of this state and need not be shareholders
of CREDEX Corporation.
Section 3. Compensation. The Board of Directors will have authority to fix the
compensation for directors of CREDEX Corporation.
Section 4. Presumption of Assent. A director of CREDEX Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken will be presumed to have assented to the action taken unless
such director votes against such action or abstains from voting in respect
thereto because of an asserted conflict of interest.
Section 5. Number. CREDEX Corporation will have up to 7 director(s).
Section 6. Election and Term. Each person named in the Articles of
Incorporation as a member of the initial Board of Directors will hold office
until said directors will have been qualified and elected at the first annual
meeting of shareholders, or until said directors earlier resignation, removal
from office or death. At the first annual meeting of shareholders and at each
annual meeting thereafter, the shareholders will elect directors to hold office
until the next annual meeting. Each director will hold office for a term for
which said director is elected until said director's successor will have been
qualified and elected, said director's prior resignation, said director's
removal from office or said director's death.
Section 7. Vacancies. Any vacancy occurring in the Board of
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Directors will be filled by the affirmative vote of a majority of the
shareholders or of the remaining directors even though less than a quorum of
the Board of Directors. A director elected to fill a vacancy will hold office
only until the next election of directors by the shareholders.
Section 8. Removal and Resignation of Directors. At a meeting of shareholders
called expressly for that purpose, any director or the entire Board of
Directors may be removed, with or without cause, by a vote of the holders of a
majority of the shares then entitled to vote at an election of directors.
A director may resign at any time by delivering written notice to the Board of
Directors or its chairman or to CREDEX Corporation by and through one of its
officers. Such a resignation is effective when the notice is delivered unless a
later effective date is specified in said notice.
Section 9. Quorum and Voting. A majority of the number of directors fixed by
these Bylaws shall constitute a quorum for the transaction of business. The act
of a majority of the directors present at a meeting at which a quorum is
present will be the act of the Board of Directors.
Section 10. Executive and Other Committees. A resolution, adopted by a majority
of the full Board of Directors, may designate from among its members an
executive committee and/or other committee(s) which will have and may exercise
all the authority of the Board of Directors to the extent provided in such
resolution, except as is provided by law. Each committee must have two or more
members who serve at the pleasure of the Board of Directors. The board may, by
resolution adopted by a majority of the full Board of Directors, designate one
or more directors as alternate members of any such committee who may act in the
place and instead of any absent member or members at any meeting of such
committee.
Section 11. Place of Meeting. Special or regular meetings of the Board of
Directors will be held within or without the State of Florida.
Section 12. Notice, Time and Call of Meetings. Regular meetings
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of the Board of Directors will be held without notice on such dates as are
designated by the Board of Directors. Written notice of the time and place of
special meetings of the Board of Directors will be given to each director by
either personal delivery, telegram or cablegram at least two (2) days before
the meeting or by notice mailed to the director at least five (5) days before
the meeting.
Notice of a meeting of the Board of Directors need not be given to any director
who signs a waiver of notice either before or after the meeting. Attendance of
a director at a meeting will constitute a waiver of notice of such meeting and
waiver of any and all objections to the place of the meeting, the time of the
meeting, or the manner in which it has been called or convened, except when a
director states, at the beginning of the meeting, any objection to the
transaction of business because the meeting is not lawfully called or convened.
Neither the business to be transacted nor the purpose of, regular or special
meetings of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.
A majority of the directors present, whether or not a quorum exists, may
adjourn any meeting of the Board of Directors to another time and place. Notice
of any such adjourned meeting will be given to the directors who were not
present at the time of the adjournment.
Meetings of the Board of Directors may be called by the Chairman of the Board,
the President of CREDEX Corporation or any two directors.
Members of the Board of Directors may participate in a meeting of such board by
means of a conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other at the same
time. Participation by such means shall constitute presence in person at a
meeting.
Section 13. Action Without a Meeting. Any action required to be taken at a
meeting of the Board of Directors, or any action which
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may be taken at a meeting of the Board of Directors or a committee thereof, may
be taken without a meeting if a consent in writing, setting forth the action to
be so taken, signed by all the directors, or all the members of the committee,
as the case may be, is filed in the minutes of the proceedings of the board or
of the committee. Such consent will have the same effect as a unanimous vote.
ARTICLE III. OFFICERS
Section 1. Officers. The officers of CREDEX Corporation will consist of a
president, a vice president, a secretary and a treasurer, each of whom will be
elected by the Board of Directors. Such other officers and assistant officers
and agents as may be deemed necessary may be elected or appointed by the Board
of Directors from time to time. Any two or more offices may be held by the same
person.
Section 2. Duties. The officers of CREDEX Corporation will have the following
duties:
The President will be the chief executive officer of CREDEX Corporation, who
generally and actively manages the business and affairs of CREDEX Corporation
subject to the directions of the Board of Directors. Said officer will preside
at all meetings of the shareholders and Board of Directors.
The Vice President will, in the event of the absence or inability of the
President to exercise his office, become acting president of the organization
with all the rights, privileges and powers as if said person had been duly
elected president.
The Secretary will have custody of, and maintain all of the corporate records
except the financial records. Furthermore, said person will record the minutes
of all meetings of the shareholders and Board of Directors, send all notices of
meetings and perform such other duties as may be prescribed by the Board of
Directors or the President. Furthermore, said officer shall be responsible for
authenticating records of CREDEX Corporation.
The Treasurer shall retain custody of all corporate funds and financial records
maintain full and accurate accounts of receipts and disbursements and render
accounts thereof at the
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annual meetings of shareholders and whenever else required by the Board of
Directors or the President, and perform such other duties as may be prescribed
by the Board of Directors or the President.
Section 3. Removal and Resignation of Officers. An officer or agent elected or
appointed by the Board of Directors may be removed by the Board of Directors
whenever in the Board's judgment the best interests of CREDEX Corporation will
be served thereby.
Any officer may resign at any time by delivering notice to CREDEX Corporation.
Said resignation is effective upon delivery unless the notice specifies a later
effective date.
Any vacancy in any office may be filled by the Board of Directors.
ARTICLE IV. STOCK CERTIFICATES
Section 1. Issuance. Every holder of share(s) in CREDEX Corporation will be
entitled to have a certificate representing all share(s) to which he is holder.
No certificate representing share(s) will be issued until such share(s) is/are
fully paid.
Section 2. Form. Certificates representing share(s) in CREDEX Corporation will
be signed by the President or Vice President and the Secretary or an Assistant
Secretary and will be sealed with the seal of CREDEX Corporation.
Section 3. Transfer of Stock. CREDEX Corporation will register a stock
certificate presented for transfer if the certificate is properly endorsed by
the holder of record or by his duly authorized agent.
Section 4. Lost, Stolen, or Destroyed Certificates. If a shareholder claims
that a stock certificate representing shares issued and recorded by CREDEX
Corporation has been lost or destroyed, a new certificate will be issued to
said shareholder, provided that said shareholder presents an affidavit claiming
the certificate of stock to be lost, stolen or destroyed. At the discretion of
the Board of Directors, said shareholder may be required to deposit a bond or
other indemnity in such amount and with such sureties, if any, as the board may
require.
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ARTICLE V. BOOKS AND RECORDS
Section 1. Books and Records. CREDEX Corporation shall keep as permanent
records minutes of all meetings of its shareholders and Board of Directors, a
record of all actions taken by the shareholders or Board of Directors without a
meeting, and a record of all actions taken by a committee of the Board of
Directors in place of the Board of Directors on behalf of CREDEX Corporation.
Furthermore, CREDEX Corporation shall maintain accurate accounting records.
Furthermore, CREDEX Corporation shall maintain the following:
(i) a record of its shareholders in a form that permits preparation of a list
of the names and addresses of all shareholders in alphabetical order by class
of shares showing the number and series of shares held by each;
(ii) CREDEX Corporation's Articles or Restated Articles of Incorporation and
all amendments thereto currently in effect;
(iii)CREDEX Corporation's Bylaws or Restated Bylaws and all amendments thereto
currently in effect;
(iv) Resolutions adopted by the Board of Directors creating one or more
classes or series of shares and fixing their relative rights, preferences and
limitations if shares issued pursuant to those resolutions are outstanding;
(v) The minutes of all shareholders' meetings and records of all actions
taken by shareholders without a meeting for the past 3 years;
(vi) Written communications to all shareholders generally or all
shareholders of a class or series within the past 3 years including the
financial statements furnished for the past 3 years to shareholders as may be
required under Florida Law;
(vii) A list of the names and business street addresses of CREDEX
Corporation's current directors and officers; and
(viii) A copy of CREDEX Corporation's most recent annual report delivered to
the Department of State.
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Any books, records and minutes may be in written form or in any other form
capable of being converted into written form.
Section 2. Shareholder's Inspection Rights. A shareholder of CREDEX Corporation
(including a beneficial owner whose shares are held in a voting trust or a
nominee on behalf of a beneficial owner) may inspect and copy, during regular
business hours at CREDEX Corporation's principal office, any of the corporate
records required to be kept pursuant to Section 1, of this Article of these
Bylaws, if said shareholder gives CREDEX Corporation written notice of such
demand at least 5 business days before the date on which the shareholder wishes
to inspect and copy. The foregoing right of inspection is subject however to
such other restrictions as are applicable under Florida Law, including, but not
limited to, the inspection of certain records being permitted only if the
demand for inspection is made in good faith and for a proper purpose (as well
as the shareholder describing with reasonable particularity the purpose and
records desired to be inspected and such records are directly connected with
the purpose).
Section 3. Financial Information. Unless modified by resolution of the
shareholders within 120 days of the close of each fiscal year, CREDEX
Corporation shall furnish the shareholders annual financial statements which
may be consolidated or combined statements of CREDEX Corporation and one or
more of its subsidiaries as appropriate, that include a balance sheet as of
the end of the fiscal year, an income statement for that year, and a statement
of cash flow for that year. If financial statements are prepared on the basis
of generally accepted accounting principles, the annual financial statements
must also be prepared on that basis. If the annual financial statements are
reported on by a public accountant, said accountant's report shall accompany
said statements. If said annual financial statements are not reported on by a
public accountant, then the statements shall be accompanied by a statement of
the president or the person responsible for CREDEX Corporation's accounting
records (a) stating his reasonable belief whether the statements were prepared
on the basis of generally accepted accounting principles and if not, describing
the basis of preparation; and
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(b) describing any respects in which the statements were not prepared on a
basis of accounting consistent with the statements prepared for the preceding
year. The annual financial statements shall be mailed to each shareholder of
CREDEX Corporation within 120 days after the close of each fiscal year or
within such additional time as is reasonably necessary to enable CREDEX
Corporation to prepare same, if, for reasons beyond CREDEX Corporation's
control, said annual financial statement cannot be prepared within the
prescribed period.
Section 4. Other Reports to Shareholders. CREDEX Corporation shall report any
indemnification or advanced expenses to any director, officer, employee, or
agent (for indemnification relating to litigation or threatened litigation) in
writing to the shareholders with or before the notice of the next
shareholders' meeting, or prior to such meeting if the indemnification or
advance occurs after the giving of such notice but prior to the time such
meeting is held, which report shall include a statement specifying the persons
paid, the amounts paid, and the nature and status, at the time of such payment,
of the litigation or threatened litigation.
Additionally, if CREDEX Corporation issues or authorizes the issuance of shares
for promises to render services in the future, CREDEX Corporation shall report
in writing to the shareholders the number of shares authorized or issued and
the consideration received by CREDEX Corporation, with or before the notice of
the next shareholders' meeting.
ARTICLE VI. DIVIDENDS
The Board of Directors of CREDEX Corporation may, from time to time declare
dividends on its shares in cash, property or its own shares, except when CREDEX
Corporation is insolvent or when the payment thereof would render CREDEX
Corporation insolvent, subject to Florida Law.
ARTICLE VII. CORPORATE SEAL
The Board of Directors will provide a corporate seal which will be in circular
form embossing in nature and stating "Corporate Seal", "Florida", year of
incorporation and name of said corporation.
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ARTICLE VIII. AMENDMENT
These Bylaws may be altered, amended or repealed, and altered, amended or new
Bylaws may be adopted by a majority vote of the full Board of Directors.
Adapted as the initial by-laws of the corporation by the sole director on
October 30, 2005.