UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2011
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, April 29, 2011.
5,899,250
2
TABLE OF CONTENTS
Part I. Financial Information.......................................... 4
Item 1. Financial Statements........................................... 5
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.......................................... 15
Item 3. Quantitative and Qualitative Disclosures about Market Risk..... 18
Item 4. Controls and Procedures........................................ 18
Part II. Other Information............................................. 19
Item 1. Legal Proceedings.............................................. 19
Item 1A. Risk Factors.................................................. 19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.... 19
Item 3. Defaults Upon Senior Securities................................ 21
Item 5. Other Information.............................................. 21
Item 6. Exhibits....................................................... 21
Signature.............................................................. 21
3
PART I - FINANCIAL INFORMATION Item 1. Financial Statements.
INDEX TO FINANCIAL STATEMENTS PAGE
Balance Sheets at March 31, 2011 (Unaudited) and December 31, 2010..... 5
Unaudited Statements of Operations for the three-month period ended
March 31, 2011 and 2010 and for the period from inception,
September 2, 2005, through March 31, 2011.............................. 6
Unaudited Statements of Stockholders' Equity for the period from
inception, September 2, 2005, through March 31, 2011................... 7
Unaudited Statements of Cash Flows for the three-month periods ended
March 31, 2011 and 2010 and for the period from inception,
September 2, 2005, through March 31, 2011.............................. 8
Notes to Financial Statements.......................................... 9
4
Credex Corporation
(A Development Stage Company)
BALANCE SHEETS
March 31, 2011, (Unaudited) and December 31, 2010
ASSETS
March 31, December 31,
2011 2010
------------ ------------
(Unaudited)
CURRENT ASSETS:
Cash $ 54 $ 2,194
-------- --------
Total Assets $ 54 $ 2,194
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable $ 9,405 $ 4,086
Accrued interest payable 60 0
Notes payable 5,000 0
Stockholder loans payable (see Note E) 2,700 0
-------- --------
Total Current Liabilities 17,165 4,086
-------- --------
STOCKHOLDERS' DEFICIT:
Common stock, $0.001 par value;
100,000,000 authorized shares, 5,899,250
shares issued and outstanding at
March 31, 2011, and December 31, 2010,
respectively 5,899 5,899
Additional paid in capital 262,342 262,342
Less unearned capital (see Note E) (40,000) (100,000)
Accumulated deficit during the
development stage (245,352) (170,133)
-------- --------
Total Stockholders' Deficit (17,111) (1,892)
-------- --------
Total Liabilities and Stockholders'
Deficit $ 54 $ 2,194
======== ========
The accompanying notes are an integral part of these financial statements.
5
Credex Corporation
(A Development Stage Company)
UNAUDITED STATEMENTS OF OPERATIONS
For Periods from Inception [September 2, 2005] to March 31, 2011
Three Months Cumulative from
Ended March 31 Inception to
-------------------- March 31,
2011 2010 2011
-------- -------- ----------
REVENUE:
Finance income $ 0 $ 0 $ 15,417
Consulting income 0 0 8,000
--------- -------- ----------
Total Revenue 0 0 23,417
--------- -------- ----------
EXPENSES:
Travel 0 0 6,882
Office expenses (see Note E) 590 297 9,369
Telephone (see Note E) 165 0 2,909
Professional fees (see Note E) 72,410 1,200 215,300
Advertising 0 0 350
Portfolio purchase 0 0 21,000
Seminar 0 0 1,585
Stock transfer agent fees (see Note E) 0 0 5,500
Rent (see Note E) 1,994 0 5,847
--------- -------- ----------
Total Expenses 75,159 1,497 268,742
--------- -------- ----------
Operating Loss (75,159) (1,497) (245,325)
--------- -------- ----------
OTHER INCOME (EXPENSES):
Interest income 0 0 33
Interest expense (60) 0 (60)
--------- -------- ----------
Total Other Income (Expenses) (60) 0 (27)
--------- -------- ----------
Net loss before income taxes (75,219) (1,497) (245,352)
INCOME TAXES 0 0 0
--------- -------- ----------
Net Loss $ (75,219) $ (1,497) $(245,352)
========= ======== ==========
Basic net loss per share $ (0.013) $ (0.000)
========= ========
Weighted average number of shares
outstanding (000's) 5,899 3,605
========= ========
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 March 31, 2011
<Table>
<Caption>
Total
Common Stock Additional Development Stockholders'
---------------- Paid-in Unearned Stage Equity
Shares Amount Capital Capital Deficit (Deficit)
--------- ------ ---------- ---------- --------- ------------
<c> <s> <s> <s> <s> <s> <s>
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 267,500 268 5,082 0 0 5,350
Shares issued for cash
at $0.04 per share 566,250 566 22,084 0 0 22,650
Shares issued for future
services at $0.113 per
share 1,500,000 1,500 198,500 (200,000) 0 0
Unearned capital amortized 0 0 0 100,000 0 100,000
Net loss for year ended
December 31, 2010 0 0 0 0 (129,577) (129,577)
Balances - December 31, --------- ------- -------- ---------- --------- ---------
2010 5,899,250 5,899 262,342 (100,000) (170,133) (1,892)
Unearned capital amortized
(unaudited) 0 0 0 60,000 0 60,000
Net loss for period ended
March 31, 2011 (unaudited) 0 0 0 0 (75,219) (75,219)
Balances - March 31, --------- ------- -------- ---------- --------- ---------
2011 (unaudited) 5,899,250 $5,899 $262,342 $ (40,000) $(245,352) $ (17,111)
========= ======= ======== ========== ========= =========
The accompanying notes are an integral part of these financial statements.
</Table>
7
Credex Corporation
(A Development Stage Company)
UNAUDITED STATEMENTS OF CASH FLOWS
For Periods from Inception [September 2, 2005] to March 31, 2011
Three Months Cumulative from
Ended March 31 Inception to
-------------------- March 31,
2011 2010 2011
-------- -------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (75,219) $ (1,497) $ (245,352)
Add non-cash expenses to Net Loss:
Professional fees from consulting
agreement (see Note E) 60,000 0 160,000
Adjustments to reconcile net loss to
net cash used by operations:
Increase (decrease) in
accounts payable 5,319 0 9,405
Increase (decrease) in
accrued interest payable 60 0 60
--------- ------- ---------
Net Cash Used by
Operating Activities (9,840) (1,497) (75,887)
--------- ------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from note payable issued 5,000 0 5,000
Proceeds from stockholder loans 2,700 0 49,528
Repayment of stockholder loan 0 0 (28,897)
Sale of common stock 0 2,850 50,310
--------- ------- ---------
Net Cash Provided by
Financing Activities 7,700 2,850 75,941
--------- ------- ---------
Net Increase (Decrease)
in Cash (2,140) 1,353 54
Cash and Equivalents,
Beginning of Period 2,194 2,185 0
--------- ------- ---------
Cash and Equivalents,
End of Period $ 54 $ 3,538 $ 54
========= ======= =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest $ 0 $ 0 $ 0
========= ======= =========
Cash paid for income taxes $ 0 $ 0 $ 0
========= ======= =========
SIGNIFICANT NON-CASH ACTIVITIES:
Stockholder loan contributed
to capital for common Stock $ 0 $ 0 $ 17,931
========= ======= =========
Common stock issued as collateral
for future services / additional
capital not earned $ 0 $ 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
March 31, 2011, (Unaudited) and December 31, 2010
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 financial statements have been prepared in accordance with the
instructions to Form 10-Q and Article 10 of Regulation S-X, and, therefore, do
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 Form 10-K
filed on March 16, 2011. 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 2010 as reported
in Form 10-K, 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 stockholders' equity
(deficit) are presented on a cumulative basis from inception.
9
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. 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 December 31, 2012, 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
March 31, 2011 (unaudited) and December 31, 2010, the Company had no balances
in excess of federally insured limits.
10
9. Earnings per Share
Basic earnings per share is computed by dividing net income or loss 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 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 follows 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
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 - STOCKHOLDERS' EQUITY (DEFICIT)
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 March 31, 2011 (unaudited)
and December 31, 2010. As of March 31, 2011 (unaudited) and December 31, 2010,
the outstanding shares were 5,899,250. Share transactions during the year
ended December 31, 2010, resulted in a increase in shares outstanding of
2,333,750 shares as follows:
Shares issued for cash at $0.02 per share 267,500
Shares issued for cash at $0.04 per share 566,250
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
---------
2,333,750
=========
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
12
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 were as follows:
March 31, December 31,
2011 2010
------------ ------------
(Unaudited)
Deferred tax asset $ 92,300 $ 64,000
Valuation allowance (92,300) (64,000)
------------ ------------
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. As of March 31, 2011 (unaudited) and December 31, 2010, the
Company is in the development stage and has sustained losses of $245,352 and
$170,133, respectively, 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 year
ended December 31, 2010 in the amount of $2,400.
A shareholder of the Company, Globex Transfer, LLC, a stock transfer agent, has
been engaged in November 2010 to provide stock transfer services. As of
December 31, 2010, $5,500 expenses were incurred with an outstanding balance
payable of $2,500. As of March 31, 2011 (unaudited), this balance of $2,500
remains outstanding.
On July 9, 2010, the Company entered into a agreement for services with Cypress,
a related party, whereby Cypress acts as consultant to:
13
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
ten 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. Because the
consulting services began August 1, 2010, amortization into Professional Fee
was $60,000 in 2011 and $100,000 in 2010 resulting in net unearned capital of
$40,000 and $100,000 as of March 31, 2011 (unaudited) and December 31, 2010,
respectively. Upon receipt of the cash payment of $200,000, Cypress is to
return the shares to the Company's treasury. [Refer to Note B - Stockholders'
Equity (Deficit)] Also, as part of the contract with Cypress, the Company is
responsible for normal operating costs, which Cypress was providing. As of
March 31, 2011 (unaudited), the costs in operations paid to Cypress amounted to
$4,798 [Office Expenses - $540; Professional Fees for secretarial costs -
$2,099; Rent - $1,994; and Telephone - $165]. As of December 31, 2010, the
costs in operations paid to Cypress amounted to $8,910 [Office Expenses -
$1,346; Professional Fees for secretarial costs - $3,818; Rent - $3,325; and
Telephone - $421].
On January 31, 2011, two shareholders of the Company loaned $2,000 for
additional funding to assist the Company in accomplishing its operating goals.
On March 21, 2011, another shareholder of the Company loaned $700 for additional
funding to assist the Company in accomplishing its operating goals. All these
loans have twelve (12%) percent per annum interest rate with the loans payable
when funds are available. As of March 31, 2011 (unaudited), accrued interest
on these loans amounted to $44.
NOTE F - FILING WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (UNAUDITED)
The Company is current with its 1934 Act filings with the U.S. Securities and
Exchange Commission ("SEC"). There are no pending comments on these filings.
The Company filed an S-1 (with amendments) Registration Statement pursuant to
the 1933 Act. This registration became effective April 13, 2011. The S-1
registered the 2,940,625 shares in the hands of current shareholders (except for
Cypress Bend's shares - refer to Note E - Related Party) for trading.
14
NOTE G - NOTES PAYABLE (UNAUDITED)
On March 21, 2011, the Company received a loan of $5,000 for additional funding
to assist the Company in accomplishing its operating goals. This note has
twelve (12%) percent per annum interest rate with the note payable when funds
are available. As of March 31, 2011, accrued interest from this loan amounted
to $16.
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 months ended March 31, 2011
and 2010.
Development stage operating expenditures during the period from inception on
September 2, 2005 to March 31, 2011 were $268,742 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 $75,159 and $1,497
for the three months
15
ended March 31, 2011 and 2010, respectively, and $245,352 net loss from
inception through March 31, 2011. 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.
At March 31, 2011 and December 31, 2010, we had total assets of $54 and $2,194,
respectively, consisting of cash.
At March 31, 2011 and December 31, 2010, our total liabilities were $17,165 and
$4,086, respectively, consisting primarily of accounts payable and loans for
additional funding.
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.
16
Disclosure of Contracted Obligations
On July 9, 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 services to the Company.
In exchange for these services, which the Company anticipates will last for a
ten 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. Also, as part
of the contract Steven G. Salmond, a member of Cypress Bend was installed
as Secretary, Treasurer, CFO and Director of Credex. Because the consulting
services began August 1, 2010, amortization into Professional Fees was
$60,000 in 2011 and $100,000 in 2010 resulting in net unearned capital of
$40,000 and $100,000 as of March 31, 2011 and December 31, 2010, respectively.
Upon receipt of the cash payment of $200,000, Cypress is to return the shares
to the Company's treasury.
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
17
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. 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 March 31, 2011, 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 March 31, 2011, 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.
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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
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 March 31, 2011 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 5,899,250 Shares are issued and outstanding to
officers and directors for cash and services rendered from inception
(September 2, 2005) through March 31, 2011.
[Intentionally left blank]
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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
Common 11/04/2010 150,000 $0.040 $6,000
Common 11/05/2010 25,000 $0.040 $1,000
5,899,250 $68,241 $0 $200,000*
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*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: _______________________________ Date: May 9, 2011
Denise Leonardo,
Chief Executive Officer
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