Attached files
| file | filename |
|---|---|
| EX-1 - EXHIBIT -3.(I) ARTICLES - AUSCRETE Corp | a03313i.htm |
| EX-3 - EXHIBIT 31.1 - AUSCRETE Corp | a0331311.htm |
| EX-5 - EXHIBIT 32.1 - AUSCRETE Corp | a0331321.htm |
| EX-2 - EXHIBIT-3.(II) - AUSCRETE Corp | a03313ii.htm |
| EX-7 - EXHIBIT 32.2 - AUSCRETE Corp | a0331322.htm |
| EX-4 - EXHIBIT 31.2 - AUSCRETE Corp | a0331312.htm |
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, 2012 |
Or
| o | 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) |
848 Rainbow Blvd, # 2096 Las Vegas, NV 89107
(Address of principal executive offices and Zip Code)
Registrant’s telephone number, including area code (913) 660-0632
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. o yes x 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). o yes x no
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 o | Accelerated filer o | |
| Non-accelerated filer o | 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 o 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. o yes o no
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of 14th May 2012 is 5,899,250 shares.
(A Development Stage Company)
| Part I. | Financial Information | 2 |
| Item 1. | Financial Statements | 2 |
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 12 |
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 14 |
| Item 4. | Controls and Procedures | 14 |
| Part II. | Other Information | 15 |
| Item 1. | Legal Proceedings | 15 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 15 |
| Item 3. | Defaults Upon Senior Securities | 17 |
| Item 4. | Mine Safety | 17 |
| Item 5. | Other Information | 17 |
| Item 6. | Exhibits | 17 |
| Signature | 17 |
| 1 |
PART I — FINANCIAL INFORMATION
| 2 |
| 3 |
| 4 |
| 5 |
| 6 |
CREDEX CORPORATION
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2012 (Unaudited) and December 31, 2011
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 April 24, 2012. 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 2011 as reported in Form 10-K, have been omitted.
| 3. | Accounting Basis |
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a December 31 fiscal year end.
| 4. | 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.
| 5. | 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.
| 7 |
| 6. | 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.
| 7. | 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.
| 8. | Advertising |
The Company expenses advertising and promotions costs as they are incurred.
| 9. | Concentrations of Credit Risk |
The Company maintains its cash in a bank deposit account insured by the Federal Deposit Insurance Corporation (FDIC). As of March 31, 2012 (unaudited) and December 31, 2011, the Company had no balances in excess of federally insured limits.
| 10. | 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.
| 11. | 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 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.
| 8 |
| 12. | Stock-Based Compensation |
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.
| 13. | Dividends |
The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown.
| 14. | 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.
| 14. | Comprehensive Income |
The Company has which established standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.
| 15. | Recently Issued Accounting Standards |
In September 2011, the FASB issued an amendment to Topic 350, Intangibles—Goodwill and Other, which simplifies how entities test goodwill for impairment. Previous guidance under Topic 350 required an entity to test goodwill for impairment using a two-step process on at least an annual basis. First, the fair value of a reporting unit was calculated and compared to its carrying amount, including goodwill. Second, if the fair value of a reporting unit was less than its carrying amount, the amount of impairment loss, if any, was required to be measured. Under the amendments in this update, an entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads the entity to determine that it is more likely than not that its fair value is less than its carrying amount. If after assessing the totality of events or circumstances, an entity determines that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then the two-step impairment test is unnecessary. If the entity concludes otherwise, then it is required to test goodwill for impairment under the two-step process as described under paragraphs 350-20-35-4 and 350-20-35-9 under Topic 350. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011 and early adoption is permitted. Credex does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
| 9 |
NOTE B — 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 $305,292 since inception. 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 C – NOTES PAYABLE (UNAUDITED)
During the year ended December 31, 2011, three shareholder of the Company loaned a total of $5,300 to help fund operations. These loans were unsecured, due on demand and bore 12% interest. The notes were repaid during the year ended December 31, 2011. Total interest expense related to these loans was $1,236 for the year ended December 31, 2011. (Refer to Note F — Related Party Transactions)
On March 21, 2011, the Company received a loan of $5,000 to help fund operations. The loan was unsecured, due on demand and bore 12% interest. The loan was repaid during the year ended December 31, 2011. Total interest expense related to this loan was $317 for the year ended December 31, 2011.
NOTE D — 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 December 31, 2011. As of December 31, 2011, the outstanding shares were 5,899,250. Share transactions during the year ended December 31, 2010, resulted in an 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 for future services at $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. On November 9, 2011 Cypress forgiven the liability of $200,000 as agreed between the directors and Cypress to make way for new management takeover. (Refer to Note F — Related Party Transactions )
NOTE E — 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 2031.
| 10 |
The Company’s deferred tax assets as of December 31, 2012 and 2011 were as follows:
| 2012 | 2011 | |
| Deferred tax asset | $ 3,439 | $ 138,770 |
| Valuation allowance | (3,439) | (138,770) |
| Net Deferred Tax Asset | $ 0 | $ 0 |
NOTE F — RELATED PARTY TRANSACTIONS
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, was engaged in November 2010 to provide stock transfer services. As of December 31, 2011, $750 expenses were incurred with an outstanding balance payable of $450.
On July 9, 2010, the Company entered into an 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
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 $100,000 in 2011 and $100,000 in 2010 resulting in net unearned capital of $100,000 as of December 31, 2010 and $ 0 as of December 31, 2011. Upon receipt of the cash payment of $200,000, Cypress is to return the shares to the Company’s treasury. On November 9, 2011 Cypress forgiven the liability of $200,000 as agreed between the directors and Cypress to make way for new management takeover. [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. From 1st January 2012 Cypress is no way responsible or involved in normal operating costs of the company.
During the year ended December 31, 2011, three shareholder of the Company loaned a total of $5,300 for additional funding to assist the Company fund operations. These loans were unsecured, due on demand and bore 12% interest. The notes were repaid during the year ended December 31, 2011. Total interest expense related to these loans was $1,236 for the year ended December 31, 2011. (Refer to Note D — Stockholders’ Loans)
NOTE G — FILING WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (UNAUDITED)
There are no pending comments on the Company’s SEC 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 F – Related Party) for trading.
NOTE H — SUBSEQUENT EVENTS (UNAUDITED)
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to March 31, 2012 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.
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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 month ended March 31, 2012 and 2011.
Development stage operating expenditures during the period from inception on September 2, 2005 to March 31, 2012 were $327,189 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 $3,439 and $75,218 for the three months ended March 31, 2012 and 2011, respectively, and $305,292 net loss from inception through March 31, 2012. 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, 2012 and December 31, 2011, we had total assets of $0 and $39, respectively, consisting of cash.
At March 31, 2012 and December 31, 2011, our total liabilities were $3,850 and $450, respectively, consisting of amounts payable
| 12 |
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 848 Rainbow Blvd, # 2096 Las Vegas, NV 89107. The telephone number is (386) 218-6823, and the fax number is (913) 660-0632. |
- 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
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:
- Raise the necessary money for the Company to operate in the short term,
- Prepare and file documents with the SEC to take the Company public,
- Secure a transfer agent and market maker broker-dealer for the Company’s stock,
- Secure the necessary audits for the required filing documents, and
- Provide day-to-day operational management services to the Company.
In exchange for these services, which the Company anticipated would last for a ten month period and included assisting the Company and its shareholders to move forward as determined for the Company’s best interest, 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 $100,000 in 2011 and $100,000 in 2010 resulting in net unearned capital of $0 and $100,000 as of September 30, 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.
On November 9, 2011 Cypress forgiven the liability of $200,000 as agreed between the directors and Cypress to make way for new management takeover.
| 13 |
Proposed Business
The Company intends to purchase portfolios with all rights, title and interest of non-performing accounts receivable (credit card debt) at deeply discounted rates, (approximately 3% or less of face values), outsource the collection process, develop a portfolio of restructured debt and sell the residual portfolio.
Non-performing portfolios accumulate in the normal course of operations, when a credit grantor from time to time charges-off from its books, accounts which are delinquent. Because the outstanding balance remains the obligation of the defaulting customer, a group of charged-off accounts (a portfolio) contains a value which can be obtained through various collection techniques. This value or yield is dependent upon several variables such as creditor standards, geographical stratification of the portfolio, age of the charge-offs, stages of internal and external collection efforts, elapsed time since collection was last worked, elapsed time since last activity, past recovery obtained from collection efforts and whether the debt is within the statute of limitations. These portfolios may be acquired at significant discounts of their face value, ranging from $0.01 to $0.07 on the dollar, with an expected return of 10% to 12% of the face value of the portfolios. The Company intends to purchase portfolios of Primary, Secondary and Tertiary distressed credit card debt from distressed debt wholesalers and re-sellers because they offer smaller portfolios for sale and re-purchase. These portfolios usually sell for $0.01 to $0.03 per dollar of face value. The prices stated are for 2009. On average, approximately $800,000 of face value defaulted credit card debt can be purchased with $12,000.
Item 3. 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 30, 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 September 30, 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.
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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 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, 2012 there were no changes in our system of internal controls over financial reporting.
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.
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, 2012.
| 15 |
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 | * |
| * | Shares sold under Reg D. The remaining shares were sold under the Private Placement Memorandum |
| ** | Sstock 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.
| 16 |
Item 3. Defaults Upon Senior Securities.
None
None
None
| 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. |
Pursuant to the requirements of Section 13 or 15(d) 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/ Arunkumar Rajapandy | Date: | May 14, 2012 | |
| Arunkumar Rajapandy, | ||||
|
Chief Executive Officer Chief Financial Officer Director |
| 17 |