UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A Third Amendment
[X] QUARTERLY REPORT PURSANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2010
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 000-54142
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
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [ X ]yes [ ]no
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T(232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). [ ] yes [ X ] no
1
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)
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). [X]yes [ ]no
APPLICABLE TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. [ ] yes [ ] no
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
5,724,250
2
TABLE OF CONTENTS
Part I. Financial Information.......................................... 4
Item 1. Financial Statements........................................... 5
Item 2. Management's Discussion and Analysis........................... 14
Item 3. Quantitative and Qualitative Disclosures about Market Risk..... 17
Item 4. Controls and Procedures........................................ 17
Part II. Other Information............................................. 18
Item 1. Legal Proceedings.............................................. 18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.... 18
Item 3. Defaults Upon Senior Securities................................ 18
Item 4. Submission of Matters to a Vote of Security Holders............ 20
Item 5. Other Information.............................................. 20
Item 6. Exhibits....................................................... 20
Signature.............................................................. 20
3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
INDEX TO FINANCIAL STATEMENTS PAGE
Balance Sheets at September 30, 2010 [Unaudited] and December 31, 2009. . . 5
Unaudited Statements of Operations for the three- and nine-month periods
ended September 30, 2010 and 2009 and for the period from inception,
September 2, 2005, through September 30, 2010 . . . . . . . . . . . . . . . 6
Unaudited Statements of Stockholders' Equity for the period from
inception, September 2, 2005, through September 30, 2010. . . . . . . . . . 7
Unaudited Statements of Cash Flows for the nine-month periods ended
September 30, 2010 and 2009 and for the period from inception,
September 2, 2005, through September 30, 2010 . . . . . . . . . . . . . . . 8
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . 9
4
Credex Corporation
(A Development Stage Company)
BALANCE SHEETS
September 30, 2010, [Unaudited] and December 31, 2009
ASSETS
September 30, December 31,
2010 2009
------------ ------------
(Unaudited)
CURRENT ASSETS:
Cash $ 8,287 $ 2,185
-------- --------
Total Assets $ 8,287 $ 2,185
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 2,500 $ 2,500
-------- --------
Total Current Liabilities 2,500 2,500
-------- --------
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, $0.001 par value;
100,000,000 authorized shares, 5,658,000
and 3,565,500 shares issued and
outstanding at September 30, 2010, and
December 31, 2009, respectively 5,658 3,565
Additional paid in capital 252,933 36,676
Less common stock subscription receivable (200,000) 0
Accumulated deficit during the
development stage (52,804) (40,556)
-------- --------
Total Stockholders' Equity (Deficit) 5,787 (315)
-------- --------
Total Liabilities and Stockholders'
Equity (Deficit) $ 8,287 $ 2,185
======== ========
The accompanying notes are an integral part of these financial statements.
5
Credex Corporation
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For Periods from Inception [September 2, 2005] to September 30, 2010
[Unaudited]
Three Months Ended Nine Months Ended Cumulative from
September 30, September 30 Inception to
------------------ ----------------- September 30,
2010 2009 2010 2009 2010
------- ------ -------- -------- ----------
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 1,651 0 1,651 6,882
Office expenses 1,464 1,194 1,993 1,547 8,035
Telephone 257 0 257 0 2,579
Professional fees
(see Note E) 6,268 1,200 8,668 9,200 33,965
Advertising 0 0 0 0 350
Portfolio purchase 0 0 0 0 21,000
Seminar 0 0 0 0 1,585
Rent 1,330 0 1,330 0 1,858
------- ------ -------- -------- --------
Total Expenses 9,319 4,045 12,248 12,398 76,254
------- ------ -------- -------- --------
Operating Loss (9,319) (4,045) (12,248) (12,398) (52,837)
------- ------ -------- -------- --------
OTHER INCOME:
Interest income 0 0 0 0 33
------- ------ -------- -------- --------
Net loss before income
taxes (9,319) (4,045) (12,248) (12,398) (52,804)
INCOME TAXES 0 0 0 0 0
------- ------ -------- -------- --------
Net Loss $(9,319) $(4,045) $(12,248) $(12,398) $(52,804)
======= ======= ======== ======== ========
Basic net loss per share $(0.002) $(0.001) $ (0.003) $ (0.004)
======= ======= ======== ========
Weighted average number
of shares
outstanding (000's) 5,243 3,342 4,211 3,018
===== ===== ===== =====
The accompanying notes are an integral part of these financial statements.
6
Credex Corporation
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
For Periods from Inception [September 2, 2005] to September 30, 2010
<Caption>
<Table>
Common Stock Additional Stock Development Total
---------------- Paid-in Subscription Stage Stockholders'
Shares Amount Capital Receivable Deficit Equity
--------- ------ -------- ------------ ------- ---------
<s> <c> <c> <c> <c> <c> <c>
September 2, 2005, Date of
Incorporation 0 $ 0 $ 0 $ 0 $ 0 $ 0
Shares purchased for cash
at $0.001 per share 10,000 10 990 0 0 1,000
Net loss for year ended
December 31, 2005 0 0 0 0 (8,397) (8,397)
--------- ------ -------- --------- -------- --------
Balances December 31, 2005 10,000 10 990 0 (8,397) (7,397)
Net loss for year ended
December 31, 2006 0 0 0 0 (8,056) (8,056)
--------- ------ -------- --------- -------- --------
Balances December 31, 2006 10,000 10 990 0 (16,453) (15,453)
Stockholder loan used to
purchase shares at
$0.0072 per share 2,490,000 2,490 15,441 0 0 17,931
Net loss for year ended
December 31, 2007 0 0 0 0 (2,087) (2,087)
Balances December 31, --------- ------ -------- --------- -------- --------
2007 2,500,000 2,500 16,431 0 (18,540) 391
Shares issued for cash
at $0.02 per share 350,000 350 6,650 0 0 7,000
Net loss for year ended
December 31, 2008 0 0 0 0 (7,001) (7,001)
Balances December 31, --------- ------ -------- --------- -------- --------
2008 2,850,000 2,850 23,081 0 (25,541) 390
Shares issued for cash
at $0.02 per share 715,500 715 13,595 0 0 14,310
Net loss for year ended
December 31, 2009 0 0 0 0 (15,015) (15,015)
Balances December 31, --------- ------ -------- --------- -------- --------
2009 3,565,500 3,565 36,676 0 (40,556) (315)
Shares issued for cash
at $0.02 per share
(unaudited) 267,500 268 5,082 0 0 5,350
Shares issued for cash
at $0.04 per share
(unaudited) 325,000 325 12,675 0 0 13,000
Shares issued for future
services at $0.113 per
share (unaudited) 1,500,000 1,500 198,500 (200,000) 0 0
Net loss for period ended
September 30, 2010
(unaudited) 0 0 0 0 (12,248) (12,248)
Balances September 30, --------- ------ -------- --------- -------- --------
2010 (unaudited) 5,658,000 $5,658 $252,933 $(200,000) $(52,804) $ 5,787
========= ====== ======== ========= ======== ========
The accompanying notes are an integral part of these financial statements.
</Table>
7
Credex Corporation
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For Periods from Inception [September 2, 2005] to September 30, 2010
[Unaudited]
Nine Months Ended Cumulative from
September 30 Inception to
------------------ September 30,
2010 2009 2010
-------- -------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(12,248) $(12,398) $(52,804)
Adjustments to reconcile net loss
to net cash:
Used by operations -
Increase (decrease) in accounts
payable 0 (500) 2,500
-------- -------- --------
Net Cash Used by Operating
Activities (12,248) (12,898) (50,304)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from stockholder loan 0 0 46,828
Repayment of stockholder loan 0 0 (28,897)
Sale of common stock 18,350 10,800 40,660
-------- -------- --------
Net Cash Provided by Financing
Activities 18,350 10,800 58,591
-------- -------- --------
Net Increase (Decrease) in Cash 6,102 (2,098) 8,287
Cash and Equivalents,
Beginning of Period 2,185 3,390 0
-------- -------- --------
Cash and Equivalents,
End of Period $ 8,287 $ 1,292 $ 8,287
======== ======== ========
SIGNIFICANT NON-CASH ACTIVITIES:
Stockholder loan contributed to
Capital for Common stock $ 0 $ 0 $ 17,931
======== ======== ========
Common stock issued for future
services / stock subscription
receivable $200,000 $ 0 $200,000
======== ======== ========
The accompanying notes are an integral part of these financial statements.
8
Credex Corporation
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2010, [Unaudited] and December 31, 2009
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. Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X,
and, therefore, do not include all information and footnotes necessary for a
complete presentation of financial position, results of operations, cash flows,
and stockholders' equity in conformity with accounting principles generally
accepted in the United States of America. In the opinion of management, all
adjustments considered necessary for a fair presentation of the results of
operations and financial position have been included and all such adjustments
are of a normal recurring nature.
These financial statements should be read in conjunction with the audited
financial statements and notes thereto contained in the Company's General
Form for Registration of Securities filed with the SEC on Form 10-12G on
October 6, 2010. The results of operations for interim periods are not
necessarily indicative of the results to be expected for the full year. Notes
to the financial statements, which would substantially duplicate the disclosure
contained in the audited financial statements for fiscal year 2009 as reported
in Form 10-12G, have been omitted.
3. 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.
4. 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.
9
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.
5. 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.
6. 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.
7. Advertising
The Company expenses advertising and promotions costs as they are incurred.
8. 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
September 30, 2010 (unaudited) and December 31, 2009, the Company had no
balances in excess of federally insured limits.
9. 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.
10. 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
10
been included in the financial statements or tax returns.
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.
11. 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.
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 has forty stockholders of record as of September 30, 2010. As of
September 30, 2010, the outstanding shares were 5,658,000. Share transactions
during the quarter ended September 30, 2010, resulted in a increase in shares
outstanding of 1,825,000 shares as follows:
11
Shares issued for cash at $0.04 per share 325,000
Shares issued to Cypress Bend Executive
Services, LLC ("Cypress") for future services
to be performed valued at $200,000 ($0.113 per
share) 1,500,000
---------
1,825,000
=========
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 by the Company at which time Cypress will return
these shares. (Refer to Note E - Related Party)
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.
The Company's deferred tax assets as of September 30, 2010 and
December 31, 2009 were as follows:
September 30, December 31,
2010 2009
------------ ------------
(Unaudited)
Deferred tax asset $ 19,900 $ 15,300
Valuation allowance (19,900) (15,300)
--------- ---------
Net Deferred Tax Asset $ 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 $52,804 (unaudited) since inception which raises substantial doubt about its
ability to continue as a going concern. The ability of the Company
12
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 nine
months ended September 30, 2010 and 2009 in the amount of $2,400 and $4,200,
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
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. As a condition
precedent, the fee liability does not become a liability or due until all the
services stated in the agreement have been completed. Therefore, the Cypress
liability will not be recorded until all the contracted services have been
completed. Upon receipt of the cash payment of $200,000, Cypress is to
return the shares to the Companys treasury and the Company's former officers.
NOTE F - FILING WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION
The Company has completed filing with the U.S. Securities and Exchange
Commission one form to become public and is in the process of preparing a
filing to be able to sell shares to the public. The Company filed a Form 10
under the Securities and Exchange Act of 1934 to start reporting its operations
In conjunction with the Form 10, the Company will file an S-1 under the
Securities Act of 1933 to allow its shareholders to sell their shares to the
public. The plan is for the Company to register part of the existing
shareholders' 2,940,625 shares outstanding with the shares to be sold to the
public at $0.25 per share. The costs for this offering are estimated to be
less than $10,000.
13
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
BACKGROUND
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 prospectus.
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 operations in
Item 1 of this quarterly report. 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.
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 not operated pursuant to our business plan since
inception and have generated no revenue in the three and nine months ended
September 30, 2010 and 2009.
Development stage operating expenditures during the period from inception on
September 2, 2005 to September 30, 2010 were $76,254 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 $12,248 and
$12,398 for the nine months ended September 30, 2010 and 2009, respectively,
and $52,804 net loss from inception through September 30, 2010. The cumulative
income to date was $23,450 including finance income of $15,417, consulting
income of $8,000 and interest income of $33.
Liquidity and Capital Resources
Our capital resources have been acquired through the sale of shares of our
common stock.
14
At September 30, 2010 and December 31, 2009, we had total assets of $8,287 and
$2,185, respectively, consisting of cash.
At September 30, 2010 and December 31, 2009, our total liabilities were $2,500
and $2,500 respectively consisting primarily of accounts payable.
We anticipate taking the following actions during the next 12 months, assuming
we receive the required funding:
Find and Lease a location for company offices
Purchase office equipment
Hire employees and begin training
Begin Operations
Start Marketing Phase Develop Sales Materials and Presentations.
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 until such time as capital is raised for
operations. To date its operation has involved only selling stock to meet
expenses.
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,
15
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 services to
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. As a condition
precedent, the fee liability does not become a liability or due until all the
services stated in the agreement have been completed. Therefore, the Cypress
liability will not be recorded until all the contracted services have been
completed. Upon receipt of the cash payment of $200,000, Cypress is to
return the shares to the Companys treasury and the Company's former officers.
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.
16
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Because the company is in the development stage and has no operations with
related markets, no market risks exist to be reported in this filing.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The Company is in the process of implementing disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities
Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that
information required to be disclosed in the Company's Exchange Act reports are
recorded, processed, summarized, and reported within the time periods specified
in rules and forms of the Securities and Exchange Commission, and that such
information is accumulated and communicated to our Chief Executive and
Financial Officers to allow timely decisions regarding required disclosure.
As of September 31, 2010, the Chief Executive and Financial Officers carried
out an assessment of the effectiveness of the design and operation of our
disclosure controls and procedures and concluded that the Company's disclosure
controls and procedures were not effective as of September 30, 2010, because of
material weaknesses described below.
A material weakness is a deficiency, or a combination of deficiencies, in
internal control over financial reporting, such that there is a reasonable
possibility that a material misstatement of the Company's annual or interim
financial statements will not be prevented or detected on a timely basis.
The material weaknesses identified during management's assessment was (1) lack
of a functioning audit committee due to a lack of a majority of independent
members and a lack of outside directors on our board of directors, resulting
in ineffective oversight in the establishment and monitoring of required
internal controls and procedures; (2) inadequate segregation of duties
consistent with control objectives; and (3) ineffective controls over period
end financial disclosure and reporting processes.
These control deficiencies did not result in adjustments to the Company's
interim financial statements. However, these control deficiencies could result
in a material misstatement of significant accounts or disclosures that would
result in a material misstatement to the Company's interim or annual financial
statements that would not be prevented or detected. Accordingly, management has
determined that these control deficiencies constitute material weaknesses.
The Chief Executive and Financial Officers performed additional accounting and
financial analyses and other post-closing procedures including detailed
validation work with regard to balance sheet account balances, additional
analysis on income statement amounts and managerial review of all significant
17
account balances and disclosures in the Quarterly Report on Form 10-Q, to
ensure that the Company's Quarterly Report and the financial statements forming
part thereof are in accordance with accounting principles generally accepted
in the United States of America. Accordingly, management believes that the
financial statements included in this Quarterly Report fairly present,
in all material respects, the Company's financial condition, results of
operations, and cash flows for the periods presented.
Changes in Internal Control over Financial Reporting
During the three months ended September 30, 2010 there were no changes in our
system of internal controls over financial reporting.
PART II. OTHER INFORMATION
Item 1. 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 1A. Risk Factors
None
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The authorized equity of Credex Corporation consists of 100 million Shares,
$.001 par value per share, of which 5,724,250 Shares are issued and outstanding
to officers and directors for cash and services rendered from inception
(September 2, 2005) through October 25, 2010.
[Intentionally left blank]
18
Credex Corporation
Sale of Investment
Title of Shares Share Amount
Stock Date Issued Price Paid Subscribed Services
Common 09/09/2005 10,000 $0.100 $1,000
Common 10/24/2007 2,240,000 $0.010 $16,131
Common 10/24/2007 250,000 $0.010 $1,800
Common 04/04/2008 50,000* $0.020 $1,000
Common 07/07/2008 25,000* $0.020 $500
Common 07/28/2008 25,000* $0.020 $500
Common 08/16/2008 15,000* $0.020 $300
Common 09/06/2008 50,000* $0.020 $1,000
Common 09/21/2008 10,000* $0.020 $200
Common 10/01/2008 10,000* $0.020 $200
Common 10/17/2008 15,000* $0.020 $300
Common 12/31/2008 150,000* $0.020 $3,000
Common 06/22/2009 10,000 $0.020 $200
Common 06/22/2009 10,000 $0.020 $200
Common 06/29/2009 50,000 $0.020 $1,000
Common 06/29/2009 50,000 $0.020 $1,000
Common 06/29/2009 100,000 $0.020 $2,000
Common 06/29/2009 50,000 $0.020 $1,000
Common 06/29/2009 50,000 $0.020 $1,000
Common 06/29/2009 100,000 $0.020 $2,000
Common 07/22/2009 10,000 $0.020 $200
Common 08/04/2009 100,000 $0.020 $2,000
Common 09/19/2009 10,000 $0.020 $200
Common 10/07/2009 10,000 $0.020 $200
Common 10/07/2009 50,000 $0.020 $1,000
Common 10/07/2009 50,000 $0.020 $1,000
Common 11/19/2009 45,500 $0.020 $910
Common 12/15/2009 20,000 $0.020 $400
Common 02/22/2010 30,000 $0.020 $600
Common 03/16/2010 12,500 $0.020 $250
Common 04/14/2010 100,000 $0.020 $2,000
Common 04/30/2010 125,000 $0.020 $2,500
Common 07/12/2010 1,500,000 $0.113 $0 $0 $200,000**
Common 08/30/2010 12,500 $0.040 $500
Common 08/30/2010 25,000 $0.040 $1,000
Common 08/23/2010 125,000 $0.040 $5,000
Common 09/03/2010 25,000 $0.040 $1,000
Common 09/03/2010 62,500 $0.040 $2,500
Common 09/03/2010 25,000 $0.040 $1,000
Common 09/03/2010 25,000 $0.040 $1,000
Common 09/03/2010 25,000 $0.040 $1,000
Common 10/05/2010 56,250 $0.040 $2,250
Common 10/05/2010 10,000 $0.040 $400
5,658,000 $61,241 $0 $200,000*
* Shares sold under Reg D. The remaining shares were sold under the Private
Memorandum Placement.
19
**Stock issued as part of a service agreement for future services with
Cypress Bend Executive Services, LLC. Refer to "Part I - Item 2:
Disclosure of Contracted Obligations."
Such shares were issued pursuant to the exemption from registration contained
in Section 4(2) of the Securities Act or under regulation D rule 504. All of
the purchasers were officers, directors or persons personally known to the
officers or directors.
Item 3. Defaults Upon Senior Securities.
None
Item 5. Other Information.
None
Item 6. Exhibits.
Exhibit 3.(i) - Amended and Restated Articles of Incorporation
Exhibit 3.(ii)- Bylaws of Credex Corporation
Exhibit 31.1 - Certification of Chief Executive Officer of Credex Corporation
required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities
Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
Exhibit 31.2 - Certification of Chief Financial Officer of Credex Corporation
required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities
Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
Exhibit 32.1 - Certification of Chief Executive Officer of Credex Corporation
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and
Section 1350 of 18 U.S.C. 63.
Exhibit 32.2 - Certification of Chief Executive Officer of Credex Corporation
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and
Section 1350 of 18 U.S.C. 63.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Credex Corporation
By: /s/ Denise Leonardo
___________________________ Date: January 6, 2011
Denise Leonardo,
Chief Executive Officer
20
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.
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
21
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
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
22
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 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,
23
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, 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
24
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 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
25
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 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 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
26
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 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.
27
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 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.
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
28
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.
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
29
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 (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.
30
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.
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.
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Exhibit 31.1
OFFICER'S CERTIFICATES
PURSUANT TO SECTION 302
I, Denise Leonardo, certify that:
1. I have reviewed this report on Form 10-Q of Credex Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15 (e) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
32
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.
Date: January 6, 2011
By: /S/ Denise Leonardo
_____________________
Denise Leonardo
President (CEO)
33
Exhibit 31.2
OFFICER'S CERTIFICATES
PURSUANT TO SECTION 302
I, Steven G. Salmond, certify that:
1. I have reviewed this report on Form 10-Q of Credex Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15 (e) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or
34
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.
Date: January 6, 2011
By: /s/ Steven G. Salmond
______________________
Steven G. Salmond
Secretary / Treasurer (CFO)
35
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Report of Credex Corporation (the "Company") on Form
10-Q for the quarter ended September 30, 2010 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), the undersigned, in the
capacities and on the date indicated below, hereby certifies pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that to his knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operation of the Company.
Date: January 6, 2011
By: /s/ Denise Leonardo
_____________________
Denise Leonardo
President (CEO)
A signed original of this written statement required by Section 906, or other
document authentications, acknowledging, or otherwise adopting the signature
that appears in typed form within the electronic version of this written
statement required by Section 906, has been provided to Credex Corporation and
will be retained by Credex Corporation and furnished to the Securities and
Exchange Commission or its staff upon request.
36
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Report of Credex Corporation (the "Company") on Form
10-Q for the quarter ended September 30, 2010 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), the undersigned, in the
capacities and on the date indicated below, hereby certifies pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that to his knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operation of the Company.
Date: January 6, 2011
By: /s/ Steven G. Salmond
_______________________
Steven G. Salmond
Secretary / Treasurer (CFO)
A signed original of this written statement required by Section 906, or other
document authentications, acknowledging, or otherwise adopting the signature
that appears in typed form within the electronic version of this written
statement required by Section 906, has been provided to Credex Corporation and
will be retained by Credex Corporation and furnished to the Securities and
Exchange Commission or its staff upon request.
37