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EX-31.2 - EXHIBIT-31.2 - CREDEX CORPexhibit31-2.htm
EX-32.1 - EXHIBIT-32.1 - CREDEX CORPexhibit32-1.htm
EX-31.1 - EXHIBIT-31.1 - CREDEX CORPexhibit31-1.htm
EX-32.2 - EXHIBIT-32.2 - CREDEX CORPexhibit32-2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-K

 

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2015

 

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)

 

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

 

Securities registered pursuant to Section 12(b) of the Act:                                             None
Securities registered pursuant to Section 12(g) of the Act:                                Common Stock (without par value)
  Rights to purchase Preferred Stock

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

[ ]  YES      [ x]   NO

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

[ ]  YES      [x]   NO

 

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

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K[ ]

 

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]

 

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 ONLY TO CORPORATE ISSUERS:

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of March 3, 2016 is 58,992,500 shares.

 

   

 

 

CREDEX CORPORATION

TABLE OF CONTENTS

 

PART I        
ITEM 1. Business   2  
ITEM 1A. Risk Factors   3  
ITEM 1B. Unresolved Staff Comments   6  
ITEM 2. Properties   6  
ITEM 3. Legal Proceedings   6  
ITEM 4. Mine Safety Disclosures   6  
PART II        
ITEM 5. Market for Registrant's Common Equity, Related Stockholder  Matters and Issuer Purchases of Equity Securities   6  
ITEM 6. Selected Financial Data   7  
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations   7  
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk   9  
ITEM 8. Financial Statements and Supplementary Data   10  
ITEM 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure   11  
ITEM 9A. Controls and Procedures   11  
ITEM 9B. Other Information   12  
PART III        
ITEM 10. Directors, Executive Officers, and Corporate Governance   12  
ITEM 11. Executive Compensation   13  
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters   14  
ITEM 13. Certain Relationships and Related Transactions, and Director Independence   14  
ITEM 14. Principal Accounting Fees and Services   15  
PART IV        
ITEM 15. Exhibits, Financial Statement Schedules   15  
  Signatures   16  

  

 1 

 

 

 

Forward-Looking Statements

 

This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended.  All statements other than statements of historical facts are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues or other financial items, any statement of the plans and objectives of management for future operations, any statements concerning proposed new products or strategic arrangements, any statements regarding future economic conditions or performance, and any statement of assumptions underlying any of the foregoing.  In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “will,” “expects,” “plans,” “anticipates,” “estimates,” “potential,” “intends”, or “continue” or the negative thereof or other comparable terminology.  Although the Company and its management believe that the expectations reflected in the forward-looking statements contained herein are reasonable, there can be no assurance that such expectations or any of the forward-looking statements will prove to be correct, and actual results could differ materially from those projected or assumed in the forward-looking statements.  The Company’s future financial condition and results of operations, as well as any forward-looking statements, are subject to inherent risks and uncertainties, including but not limited to the Risk Factors set forth under Item 1A, and for the reasons described elsewhere in this report. All forward-looking statements and reasons why results may differ included in this report are made as of the date hereof, and we assume no obligation to update these forward-looking statements or reasons why actual results might differ.

  

PART I

 

Item 1. Business

 

Overview

 

Credex, a Florida corporation, was formed on September 2, 2005. The Company was formed for the purpose of raising the necessary funds for purchasing, servicing, managing and reselling of non-performing (defaulted) unsecured credit card debt portfolios to be acquired from financial institutions and distressed debt wholesalers. Since its inception, the Company derived no revenues and no income from such business and as result as of December 31, 2015, had an accumulated deficit of $340,129.

 

We are a development stage company with no revenues or operating history. Our address is 848 Rainbow Blvd, # 2096 Las Vegas, Nevada 89107. The telephone number is 801-243-5661. While our address is in Nevada, our sole officer and director currently operate our business from Utah without an office and through the use of phone and email.

 

The Company has attempted to attract private placement investments in the past. Thus far, the Company has not been able to implement its plans or begin operations because it has not been successful in raising the equity capital necessary to implement such plans.

 

There is no current public market for our securities. As our stock is not publicly traded, investors should be aware they probably will be unable to sell their shares and their investment in our securities is not liquid.

 

At the present time, we are classified as a “shell company” under Rule 405 of the Securities Act Rule 12b-2 of the Exchange Act. As such, all restricted securities presently held by the affiliates of our company may not be resold in reliance on Rule 144 until: (1) we file Form 10 information with the Securities and Exchange Commission (“SEC”) when we cease to be a “shell company”; (2) we have filed all reports as required by Section 13 and 15(d) of the Securities Act for twelve consecutive months; and (3) one year has elapsed from the time we file the current Form 10 type information with the SEC reflecting our status as an entity that is not a shell company.

 

Bankruptcy Or Similar Proceedings

 

There has been no bankruptcy, receivership or similar proceeding involving the Company.

 

 2 

 

 

Reorganization, Purchase Or Sale Of Assets

 

Other than the acquisition of the patent, there have been no material reclassifications, mergers, consolidations, or purchase or sale of a significant amount of assets involving the Company.

 

Effect Of Existing Or Probable Governmental Regulations On The Business

 

The Company will be subject to numerous national, international, regional, state and local laws. The Company does not know when or whether additional legislation may pass or whether any such legislation would relate to the types of services currently planned to be provided by the Company or which the Company intends to develop. Accordingly, the Company cannot predict the effect, if any, that any such future regulation may have on its business.

 

Research And Development Activities During The Last Two Years

 

We have not expended funds for research and development costs since inception.

 

Costs And Effects Of Compliance With Environmental Laws

 

We don’t anticipate material costs or expenses related to compliance with environmental laws. Hydrogen is a clean energy sector and there may be some tax incentives associated with this sector.

 

Number Of Total Employees And Number Of Full Time Employees

 

We currently have one employee, our executive officer, Russell Heaton. He devotes five (5) hours per week, to our business and currently is responsible for our general strategy, fund raising and customer relations. Once the offering is complete we will hire additional staff if we generate enough revenue to support the expense. The number of additional staff will depend upon our growth.

 

Item 1A. Risk Factors

 

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock, when and if we trade at a later date, could decline due to any of these risks, and you may lose all or part of your investment.

 

RISKS ASSOCIATED WITH OUR BUSINESS

 

We are a development stage company and have no operating history. An investment in the shares offered herein is highly risky and could result in a complete loss of your investment if we are unsuccessful in our business plan.

 

Credex was incorporated on September 2, 2005 and we have not yet commenced any business operations. Until we are actually in the marketplace for a demonstrable period of time, it is impossible to determine if our business strategy will be viable or successful. Any such failure could result in the possible closure of our business or force us to seek additional capital through loans to continue business operations, which would dilute the value of any shares you purchase in this offering.

 

Because our auditors have issued a going concern opinion, there is a substantial uncertainty that we will continue operations in which case you could lose your investment.

 

Our auditors have issued a going concern opinion because of the Company’s losses, limited working capital and the absence of any current revenue-generating operations. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business. As such we may have to cease operations and you could lose your entire investment.

 

 3 

 

 

We cannot predict when or if we will produce revenues, which could result in a total loss of your investment if we are unsuccessful in our business plans.

 

We have not yet implemented our business plan or offered our services. Therefore, we have not yet generated any revenues from operations. In order for us to continue with our plans and open our business, we must raise our initial capital to do so through this offering. The timing of the completion needed to commence operations and generate revenues is contingent on the success of this offering. There can be no assurance that we will generate revenues or that revenues will be sufficient to maintain our business. As a result, you could lose all of your investment if you decide to purchase shares in this offering and we are not successful in our proposed business plans.

 

Our business will be dependent on our ability to sell hydrogen units. If we are unable to sell and secure more technology our business will be adversely affected.

 

If we are unable to develop and sell, we may not be able to execute our business plan. We have no agreements of any kind at this time. If we are unable to secure and retain new agreements our business, financial condition and/or results of operations could be materially and adversely affected. We also cannot provide assurances that if we are able to establish such agreements that we will be able to maintain these agreements, on acceptable terms, if at all, and the failure to do so could have a material adverse effect on its business, financial condition and results of operations.

 

Our success depends, in significant part, on global and regional demand and any factors that may have an adverse effect on such markets could have a material adverse effect on our proposed business, financial condition and results of operations.

 

Our plan is to find a merger candidate or opportunity in the hydrogen sector . Accordingly, our business, financial condition and results of operations will be directly affected by the demand for our products. Demand is subject to fluctuation, and adverse trends in the market could adversely affect our business. In addition, general economic conditions, consumer trends, energy prices, work stoppages, natural disasters and terrorism could have a material adverse effect on our business. A protracted global recession could have a significant negative impact on our business, financial condition and results of operations could be negatively impacted.

 

The hydrogen industry is highly competitive, which could adversely affect the company’s financial performance.

 

The hydrogen industry is highly competitive. We will face significant competition from established national, regional and local providers. There can be no assurance that if we are able to establish our business that will be able to compete successfully in the future with existing or potential competitors or that competition will not have an adverse effect on its business and financial condition.

 

We may not be able to adapt our business quickly enough to changing customer requirements and industry standards.

 

The Hydrogen industry is characterized by evolving industry standards, frequent production enhancements and changing customer demands. We may not be able to adapt quickly enough and/or in a cost-effective manner to changes in industry standards and customer requirements and preferences, and any failure to do so could adversely affect our business. We may be unable to devote financial resources to new technologies and systems in the future. Any failure on our part to modify or adapt to these trends could render our business competitively disadvantaged, which could adversely affect our business.

 

Any failure to comply with existing laws, rules and regulations as well as changing laws, rules and regulations and other legal uncertainties, could adversely affect our business.

 

We will be subject to a wide variety of statutes, rules, regulations, policies and procedures in various jurisdictions, which are subject to change at any time. For example, those laws, rules and regulations relating to energy.

 

Our failure to comply with these laws and regulations could result in fines and/or proceedings against us by governmental agencies and/or consumers, which if material, could adversely affect our business and results of operations. In addition, the promulgation of new laws, rules and regulations that restrict or otherwise unfavorably impact the ability or manner in which we plan to operate and may require us to change certain aspects of our business plans to ensure compliance, which could decrease demand for Hydrogen, reduce revenues, increase costs and/or subject us to additional liabilities.

 

 4 

 

 

We may need to obtain additional financing if we fail to generate revenue in the anticipated timeframe. If we do not obtain such financing, we may have to reduce or cease our activities and investors could lose their entire investment.

 

Our business plan will be funded by public offering, but that there is no guarantee that any amount will be raised. Even if we are successful, there is no assurance that we will operate profitably or generate positive cash flow in the future. We may require additional financing to sustain our business operations if we are not successful in receiving revenues at the levels we anticipate. We currently do not have any arrangements for further, and we may not be able to obtain financing on commercially reasonable terms or terms that are acceptable to us or on any terms at all. Because of the worldwide economic downturn or because of other reasons, we may not be able to raise any additional funds that we require on favorable terms, if any. The failure to obtain necessary financing, if needed, may impair our ability to continue in business.

 

You may suffer significant dilution if we raise additional capital.

 

If we raise additional capital, we expect it will be necessary for us to issue additional equity or convertible debt securities. If we issue equity or convertible debt securities, the price at which we offer such securities may not bear any relationship to our value, the net tangible book value per share may decrease, the percentage ownership of our current stockholders would be diluted, and any equity securities we issue in such offering or upon conversion of convertible debt securities issued in such offering, may have rights, preferences or privileges with respect to liquidation, dividends, redemption, voting and other matters that are senior to or more advantageous than our common stock.

 

If we obtain debt financing, we will face risks associated with financing our operations.

 

If we obtain debt financing, we will be subject to the normal risks associated with debt financing, including the risk that our cash flow will be insufficient to meet required payments of principal and interest, and the risk that we will not be able to renew, repay, or refinance our debt when it matures or that the terms of any renewal or refinancing will not be as favorable as the existing terms of that debt. If we enter into secured lending facilities and are unable to pay our obligations to our secured lenders, they could proceed against any or all of the collateral securing our indebtedness to them or our other assets including the funds in the escrow account.

 

Our success is dependent on a limited number of key executives and other third party advisors.

 

The success of our business strategy and our ability to operate profitably depends on the continued employment of our senior management team and the services of other third party advisors. The loss of the services of one or more of these key parties could have a material adverse effect on our business, financial condition and/or results of operations. There can be no assurance that we will be able to retain our existing senior management, attract additional qualified executives or joint venture partners or adequately fill new senior management positions or vacancies created by expansion or turnover. We do not have employment agreements with our senior management team and we do not maintain key-person life insurance policies on their lives. The loss of any of our senior management or key personnel could seriously harm our business.

 

We have no experience in the Hydrogen industry.

 

Credex does not have substantial Hydrogen industry experience or financial resources. With such a lack of experience there can be no assurance that we will ever generate revenues or operate a successful business. As a result, you could lose all of your investment if you decide to purchase shares in this offering and we are not successful in our proposed business plans

 

Mr. Heaton, the sole officer and director of the company, currently devotes approximately five (5) hours per week to company matters. The company’s needs could exceed the amount of time or level he may have. this could result in a conflict of interest and his inability to properly manage company affairs, resulting in our remaining a start-up company.

 

We have not formulated a plan to resolve any possible conflict of interest with Mr. Heaton’s other business activities. In the event he is unable to fulfill any aspect of his duties to the Company or we are required to search for a replacement for Mr. Heaton we may experience a shortfall or complete lack of sales resulting in little or no profits and eventual closure of our business.

 

 5 

 

 

Our management has no experience in a public company setting. Management decisions and choices may not take into account standard operating procedures required for a public company. as a result, we may have to suspend or cease activities which will result in the loss of your investment.

 

Mr. Heaton, our sole officer and director, has no experience as the principal executive officer or principal financial officer of a public company. Consequently our activities, earnings and ultimate success could suffer irreparable harm due to management’s lack of experience. As a result we may have to suspend or cease activities which will result in the loss of your investment.

 

Potential liability could cause Credex to go out of business.

 

The Company’s intended operations and both the activities of the Company could expose it to potential liability for which it may not be able to secure adequate levels of insurance. If the Company is found to be liable, it may not be able to continue in business.

 

We may fail to adhere to SEC filing requirements.

 

Adherence to securities laws, regulations and standards require substantial legal and financial expertise and compliance costs. If our efforts to comply with securities, laws, regulations and standards, investors may not receive key information on a timely basis and regulatory authorities may initiate legal proceedings against us and our business may be harmed.

 

Item 1B. Unresolved Staff Comments.

 

As of December 2015, there are no unresolved Staff Comments

 

Item 2. Properties.

 

We do not currently own any property. The mailing address of the Company is 848 Rainbow Blvd, #2096, Las Vegas, NV 89107. While our address is in Nevada, our sole officer and director currently operate our business from Utah without an office and through the use of phone and email.

 

Item 3. Legal Proceedings.

 

Credex is not involved in any pending legal proceeding, and we are not aware of any pending or threatened litigation against us.

 

Item 4. Safety Disclosures.

 

Not Applicable

 

PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

Market For Common Equity

 

No public market currently exists for shares of our common stock. Our common stock is eligible for quotation on the Over-the-Counter Bulletin Board under the symbol “CRDX”. There have been no quotes of our common stock during the two most recent fiscal years and subsequent interim periods for which financial statements are included herein. Accordingly, there is no current quote price for the stock. The Company has no equity compensation plans and there are no shares of common stock issuable upon the exercise of outstanding options or warrants to purchase, or securities convertible into, common stock of the Company. Other than the registered offering for shareholders pursuant to Registration No. 333-170829, there is no common equity being, or publicly proposed to be, publicly offered by the Company, the offering of which could have a material effect on the market price of the Company’s common equity. The Company has approximately 15 shareholders.

 

 6 

 

Dividend Policy

 

We have never declared or paid any dividends on our common stock. We currently expect to retain all available funds and future earnings, if any, for use in the operation and growth of our business and do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of our Board, subject to compliance with applicable law and any contractual provisions, including under any agreements for indebtedness we may incur, that restrict or limit our ability to pay dividends, and will depend upon, among other factors, our results of operations, financial condition, earnings, capital requirements and other factors that our Board deems relevant.

 

Securities Authorized for Issuance under Equity Compensation Plans:

 

The Company does not have any equity compensation plans.

 

Recent Sales of Unregistered Securities:

 

None

 

Item 6. Selected Financial Data.

 

The Index to Financial Statements and Schedules appears on page F-1.

 

The Report of Independent Registered Public Accounting Firm appears on page F-2, and the Financial Statements and Notes to Financial Statements appear beginning on page F-3.

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

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. 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 begin implementation of our business plan.

 

We are a development stage company with no revenues or operating history. Our address is 848 Rainbow Blvd, # 2096 Las Vegas, Nevada 89107. The telephone number is 801-243-5661. While our address is in Nevada, our sole officer and director currently operates our business from Utah without an office and through the use of phone and email.

 

Since our inception, we have devoted our activities to the following:

 

(1) Purchasing a debt portfolio;

 

(2) Obtaining bids from professional collectors to collect the portfolio;

 

(3) Developing contacts from whom to purchase portfolios;

 

(4) Contracting for operational support; and

 

(5) Securing enough capital to carry out these activities.

 

Plan of Operations

 

As discussed above we have not yet operated pursuant to our business plan. We have generated no revenue in 2015 or 2014.

 

 7 

 

 

Comparison of the Years Ended December 31, 2015 and 2014

 

Lack of Revenues

 

We have limited operational history. During the year ended December 31, 2015 and 2014 we have not generated any revenue. We anticipate that we will incur substantial losses for the foreseeable future and our ability to generate any revenues in the next 12 months continues to be uncertain.

 

Operating Expenses

 

The Company’s operating expenses for the years ended December 31, 2015 and 2014 were $6,850 and $11,548 respectively. Operating expenses in 2015 consisted of professional fees of $5,750, stock transfer agent fees of $950 and general and administrative expense $150. Operating expenses in 2014 consisted of professional fees of $10,198, stock transfer agent fees of $1,200 and general and administrative expense $150. 

 

Net Loss

 

During the year ended December 31, 2015 and 2014 the Company recognized net losses of $6,850 and $11,548.

 

Liquidity and Capital Resources

 

Our capital resources have been acquired through the sale of shares of our common stock and loans from shareholders and third parties.

 

At December 31, 2015 and 2014, we had total assets of $0 and $0 respectively.

 

At December 31, 2015 and 2014, our total liabilities were $38,687 and $31,837 respectively consisting primarily of accounts payable and shareholder loans.

 

Net cash used in operating activities was $5,900 for the year ended December 31, 2015 and was $10,348 for the year ended December 31, 2014. The net cash used in operating activities was related to an increase in operating expenses.

Net cash provided by financing activities was $5,900 for the year ended December 31, 2015 and was $10,348 for the year ended December 31, 2014. The cash provided by financing activities was primarily due to shareholder loans.

 

During the year ended December 31, 2014, the Company received a loan from Service Merchants Corp, a related party, totaling $2,000 towards operating expenses. The loans are unsecured, non-interest bearing and due on demand. As of December 31, 2015 and 2014, $9,700 was due to Service Merchant Corp.

 

During the year ended December 31, 2014, the Company received a loan from a shareholder of the company through Global Merchant Corp, a related party, totaling $1,600 towards operating expenses. The loans are unsecured, non-interest bearing and due on demand. As of December 31, 2015 and 2014, $12,889 was due to Global Merchant Corp.

 

During the year ended December 31, 2014, the Company received a loan from a shareholder of the company through Sterling Investment Corp, a related party, totaling $6,550 towards operating expenses. During the year ended December 31, 2015, the Company received a loan from a shareholder of the company through Sterling Investment Corp, a related party totaling $5,900 towards operating expenses. The loans are unsecured, non-interest bearing and due on demand. As of December 31, 2015 and 2014, $13,450 and $7,550, respectively, was due to Sterling Investment Corp.

 

During the year ended December 31, 2014, the Company received loans from Earth Wind Power Corp, a related party totaling $198 towards operating expenses. The loan is unsecured, non-interest bearing and due on demand. As of December 31, 2015 and 2014, $198 was due to Earth Wind Power Corp.

 

 8 

 

 

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 source.

 

Off-Balance Sheet Arrangements

 

We do not have any off balance sheet arrangements.

 

Credex has never been in bankruptcy or receivership.

 

Office

 

Credex’s executive office is located at 848 Rainbow Blvd, # 2096 Las Vegas, NV 89107. The telephone number is (801)-243-5661.

 

Credex is not operating its business plan until such time as capital is raised for operations. To date its operation has involved only selling stock to meet expenses.

 

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

 

Not Applicable to Smaller Reporting Companies.

 

 9 

 

 

Item 8. Financial Statements and Supplementary Data.

 

CREDEX CORPORATION

 

TABLE OF CONTENTS

 

DECEMBER 31, 2015

 

  PAGE
 Report of Independent Registered Public Accounting Firm F-1
   
  Balance Sheets at  December 31, 2015 and December 31, 2014 F-2
   
  Statements of Operations for the years ended  December 31, 2015 and 2014 F-3
   
  Statements of Stockholders’ Deficit for the years ended December 31, 2015 and December 31, 2014 F-4
   
  Statements of Cash Flows for the years ended  December 31, 2015 and 2014 F-5
   
  Notes to Financial Statements F-6

    

 10 

 

 



 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Directors and

Stockholders of Credex Corporation

 

We have audited the accompanying balance sheets of Credex Corporation as of December 31, 2015 and 2014 and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years ended December 31, 2015 and 2014. Credex Corporation’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Credex Corporation as of December 31, 2015 and 2014 the results of their operations, and their cash flows, for the years ended December 31, 2015 and 2014, in conformity with accounting principles generally accepted in the United States of America.

 

As discussed in Note B to the financial statements, the Company has incurred losses from operations, has negative working capital and is in need of additional capital to grow its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans in regard to these matters are also described in Note B. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

 

 

 

/s/ KLJ & Associates, LLP

 

KLJ & Associates, LLP

Edina, MN
March 4, 2016

 

 

 

 

F-1 

 

  

Credex Corporation
BALANCE SHEETS
 
       
   December 31,  December 31,
   2015  2014
       
ASSETS          
Current assets          
Cash  $—     $—   
Total current assets   —        
Total Assets  $—     $—   
           
LIABILITIES AND STOCKHOLDERS' DEFICIT          
Liabilities          
Current liabilities          
Accounts payable  $2,450   $1,500 
Stockholder loans - related parties   36,237    30,337 
Total current liabilities   38,687    31,837 
Total  liabilities   38,687    31,837 
           
STOCKHOLDERS' DEFICIT:          
Common stock, $0.001 par value;          
100,000,000 authorized shares, 58,992,500          
shares issued and outstanding at          
December 31, 2015 and 2014,  respectively   58,993    58,993 
Additional paid-in capital   242,449    242,449 
Accumulated deficit   (340,129)   (333,279)
Total stockholders' deficit   (38,687)   (31,837)
           
Total liabilities and stockholders' deficit  $—     $—   
           
The accompanying notes are an integral part of these financial statements.

  

F-2 

 

 

 

Credex Corporation
STATEMENTS OF OPERATIONS
 
       
   For the years ended December 31,
   2015  2014
       
REVENUE:          
Finance income  $—     $—   
TOTAL REVENUE   —      —   
OPERATING EXPENSES:          
Professional fees   5,750    10,198 
Stock transfer agent fees   950    1,200 
General and administrative expenses   150    150 
TOTAL OPERATING EXPENSES   6,850    11,548 
           
LOSS FROM OPERATIONS   (6,850)   (11,548)
           
Provision for income taxes   —      —   
NET LOSS  $(6,850)  $(11,548)
           
Net Loss Per Share: Basic and Diluted  $(0.00)  $(0.00)
           
Weighted average number of shares outstanding   58,992,500    58,992,500 
           
The accompanying notes are an integral part of these financial statements.

 

F-3 

 

 

Credex Corporation
STATEMENTS OF STOCKHOLDERS’ DEFICIT
 
                
     Additional     Total
   Common Stock  Paid-in  Accumulated  Stockholders’
   Shares  Amount  Capital  Deficit  Deficit
                
                

Balance –December 31,

2013

   58,992,500   $58,993   $242,449   $(321,731)  $(20,289)
                          

 

Net loss for period ended December 31, 2014

   —      —      —      (11,548)   (11,548)
                          

 

Balances - December 31, 2014

   58,992,500   $58,993   $242,449   $(333,279)  $(31,837)
                          
Net loss for period ended December 31, 2015   —      —      —      (6,850)   (6,850)
                          
Balances - December 31, 2015   58,992,500   $58,993   $242,449   $(340,129)  $(38,687)
                          
The accompanying notes are an integral part of these financial statements.

 

F-4 

 

  

Credex Corporation
STATEMENTS OF CASH FLOWS
 
       
   For the years ended December 31,
   2015  2014
       
CASH FLOWS FROM OPERATING ACTIVITIES          
Net loss for the period  $(6,850)  $(11,548)
Adjustments to reconcile net loss to net cash used in operating activities:          
CHANGES TO ASSETS AND LIABILITIES          
Increase in accounts payable   950    1,200 
           
NET CASH USED BY OPERATING ACTIVITIES   (5,900)   (10,348)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Proceeds from stockholders loan - related party   5,900    10,348 
NET CASH PROVIDED BY FINANCING ACTIVITIES   5,900    10,348 
           
NET INCREASE (DECREASE) IN CASH   —      —   
           
Cash and Cash Equivalents - Beginning   —      —   
           
Cash and Cash Equivalents - Ending  $—     $—   
           
SUPPLEMENTAL CASH FLOW INFORMATION:          
Cash paid for interest  $—     $—   
Cash paid for taxes  $—     $—   
           
           
The accompanying notes are an integral part of these financial statements.

 

F-5 

 

 

CREDEX CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2015 

 

NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization and Purpose

 

Credex Corporation, (the "Company") was incorporated in the State of Florida on September 2, 2005. The company is looking renewable energy and hydrogen technologies and develop new markets. The Company is currently reviewing various technologies. The Company is also exploring avenues for raising capital in order to put its business plan into effect. The Company’s principal office is in Las Vegas, Nevada.

 

Basis of Presentation

 

The accompanying interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of our management, all adjustments, necessary in order for the financial statements to be not misleading have been reflected here in.

 

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.

 

Revenue Recognition

 

The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

 

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.

 

Financial Instruments

 

Financial instruments consist of accounts payable and loans from related parties. The carrying amount of financial instruments approximates fair value due to short-term maturities and market interest rates.

 

Advertising

 

The Company expenses advertising and promotions costs as they are incurred.

 

Concentrations of Credit Risk

 

The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.

 

F-6 

 

 

CREDEX CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2015 

 

NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

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.

 

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.

 

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.

 

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.

 

F-7 

 

 

CREDEX CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2015

 

NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

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.  

 

Recent Accounting Pronouncements

 

On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915).   Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP.  In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders equity, (2) label the financial statements as those of a development stage entity;  (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.  The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued.  The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements.

 

In August 2014, the FASB issued Accounting Standards Update “ASU” 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

 

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 has sustained losses of $340,129 since inception to December 31, 2015. 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.

 

F-8 

 

 

NOTE C – STOCKHOLDER LOANS – RELATED PARTIES

 

During the year ended December 31, 2012, the Company received loans from Service Merchants Corp, a related party, totaling $7,700 towards operating expenses. During the year ended December 31, 2014, the Company received a loan totaling $2,000 towards operating expenses. The loans are unsecured, non-interest bearing and due on demand. As of December 31, 2015 and 2014, $9,700 was due to Service Merchant Corp.

 

During the year ended December 31, 2013, the Company received loans from a shareholder of the company through Global Merchant Corp, a related party, totaling $11,289 towards various operating expenses. During the year ended December 31, 2014, the Company received a loan totaling $1,600 towards operating expenses. The loans are unsecured, non-interest bearing and due on demand. As of December 31, 2015 and 2014, $12,889 was due to Global Merchant Corp.

 

During the year ended December 31, 2013, the Company received a loan from a shareholder of the company through Sterling Investment Corp, a related party, totaling $1,000 towards operating expenses. During the year ended December 31, 2014, the Company received a loan totaling $6,550 towards operating expenses.

 

During the year ended December 31, 2015, the Company received a loan totaling $5,900 towards operating expenses. The loans are unsecured, non-interest bearing and due on demand. As of December 31, 2015 and 2014, $13,450 and $7,550 respectively, was due to Sterling Investment Corp.

 

During the year ended December 31, 2014, the Company received a loan from Earth Wind Power Corp, a related party totaling $198 towards operating expenses. The loan is unsecured, non-interest bearing and due on demand. As of December 31, 2015 and 2014, $198 was due to Earth Wind Power Corp.

 

NOTE D – CAPITAL STOCK

 

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.

 

On September 13, 2013, the Company received approval from the Financial Industry Regulatory Authority (“FINRA”) clearing a ten to one (10:1) forward stock split previously approved by the Company’s board of directors. The record Date for the forward stock split is September 16, 2013 which resulted in an increase in the number of shares issued and outstanding from 5,899,250 to 58,992,500 shares. All reference to shares and per share amounts in the accompanying financial statements have been retroactively restated to reflect the aforementioned forward stock split.

 

There were 58,992,500 shares of common stock issued and outstanding at December 31, 2015 and 2014.

 

NOTE E – COMMITMENTS

 

The Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

 

NOTE F – INCOME TAXES

 

For the period ended December 31, 2015, the Company has incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $340,129 at December 31, 2015, and will expire beginning of the year 2025.

 

F-9 

 

 

CREDEX CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2015

 

NOTE F – INCOME TAXES (CONTINUED)

 

The provision for Federal income tax consists of the following for the years ended December 31, 2015 and 2014:

 

   2015  2014
Federal income tax benefit attributable to:          
Current Operations  $2,329   $3,926 
Less: valuation allowance   (2,329)   (3,926)
Net provision for Federal income taxes  $—     $—   

 

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of December 31, 2015 and 2014:

 

   December 31, 2015  December 31, 2014
Deferred Tax Asset  $115,644   $113,315 
Valuation allowance   (115,644)   (113,315)
Net Deferred Tax Asset  $—     $—   

 

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $340,129 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.

 

NOTE G – SUBSEQUENT EVENTS

 

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2015 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.

 

F-10 

 

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 

There are none.

 

Item 9A. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

The Chief Executive Officer and the Chief Financial Officer of the Company handles all aspects of the company.

 

Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were ineffective as of December 31, 2015 due to the Company’s small size and a lack of segregation of duties.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in the Company's internal control over financial reporting during the year ended December 31, 2015 that have materially impacted, or are reasonably likely to materially impact, the Company’s internal control over financial reporting.

 

Management's Annual Report on Internal Control Over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934).  Internal control over financial reporting is a process designed by, or under the supervision of the Company’s Chief Executive Officer and the Chief Financial Officer and implemented by the Company’s Board of Directors, management and other personnel, 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 in the United States of America (“GAAP”).

 

The Company’s internal control over financial reporting includes those policies and procedures that:  i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are made only in accordance with authorizations of management and directors of the Company; and iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material impact on the financial statements.

 

The Company’s management, including the Chief Executive Officer and the Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures, or the Company’s internal controls over financial reporting, will necessarily prevent all fraud and material errors. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations on all internal control systems, the Company’s internal control system can provide only reasonable assurance of achieving its objectives and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of internal control is also based in part upon certain assumptions about the likelihood of future events, and can provide only reasonable, not absolute, assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in circumstances, or because the degree of compliance with the policies and procedures may deteriorate.

 

Management of the Company, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the Company's internal control over financial reporting as of December 31, 2015 and determined that controls are ineffective due to the Company’s small size and lack of segregation of duties.

 

 11 

 

 

This annual report does not include an attestation report by our registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only our management report in this annual report.

 

Item 9B. Other Information.

 

None.

 

Part III

 

Item 10. Directors, Executive Offices and Corporate Governance

 

The name, age and title of our executive officer and director is as follows:

 

Officer and/or Director   Age   Title
Russell Heaton     66     President, Chief Executive Officer, Secretary, Treasurer and Director

 

The person named above has served in his positions from August 7, 2013 until present.

 

Term of Office

 

A Director is appointed to hold office until the next annual meeting of our stockholders or until a successor is elected and qualified, or until resignation or removal in accordance with the provisions of the Company by-laws or Florida corporate law. An Officer is appointed by our Board of Directors and holds office until removed by the Board. The Board of Directors has no nominating, auditing or compensation committees.

 

Significant Employees

 

We currently have one employee, our executive officer, Russell Heaton. He devotes 5 hours per week to our business and currently is responsible for our general strategy, fund raising and customer relations. Once revenues will support the expense we will hire additional staff.

 

No officer or director of the Company has been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limiting him from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities. No officer or director of the Company has been convicted in any criminal proceeding (excluding traffic violations) nor are they the subject of any currently pending criminal proceeding.

 

Executive Biography

 

The following is a summary of the experience (during the past five years) and background of our sole executive officer and director.

 

Russell Heaton. Mr. Heaton earned his BS degree in Political Science and Latin American Studies from Brigham Young University and later pursued graduate studies in advanced management techniques from Notre Dame. Mr. Heaton’s career has included owning his own marketing, consulting, and advertising firm, as well as being involved in the radio and television industry, and as a Station Manager and Vice President-General Manager of a major production facility.

 

 12 

 

  

Mr. Heaton is currently involved in consulting with in number of business that include but are not limited to Exportation of Iron Ore, Manganese, Copper, Soy Beans, Coffee etc. He maintains an active office in Sao Paulo Brazil with his partners there and has worked principally with Betel Imports Exports USA. He has also through this association worked with Broadcast International and their Codesys Compression systems for Broadcast Technology and had acquired for a time exclusive marketing rights to market this technology to South America. He also consults and works through a working partnership with Mark Steel Corporation, Northern Pacific Gold Corp and Process innovators, to market and license the LPFCC “Low Profile Fluid Catalytic Cracking” process used in oil refining. He has helped companies secure marketing rights for this technology in Asia, North America, Central America, and South America. Mr. Heaton consults with Jet Recycling in promoting and launching their process in North and South America. Much of this activity is done through his activity with Wellborn Energy in 7/25/2005 as President of C & E Enterprises in 6/9/2010 where he devotes the majority of his time and activities.  

 

Mr. Heaton’s involvement in Credex was to give some professional business experience and guidance on an inexpensive part time basis to assist the company during the acquiring of a viable MOU and meaningful business purpose so that the company could raise funds and move forward. Mr. Heaton served on the Board of Directors and is a Past President of Big Brothers and Sisters or Utah County, Served for more than 25 years as a Director and is past president of the Utah Chapters of the March of Dimes. Mr. Heaton currently serves as an advisor to the IEYC International Environmental Youth Conference which promotes environmental education to youth around the globe and promotes the important process of recycling our waste to promote a cleaner environment for the world.

 

Audit Committee

 

We do not currently have an audit committee or a committee performing similar functions. Our Board of Directors as a whole participates in the review of financial statements and disclosure.

 

Code of Ethics

 

We have not adopted a code of ethics that applies to our officer, director and employee. When we do adopt a code of ethics, we will disclose it in a Current Report on Form 8-K.

 

Item 11. Executive Compensation

 
Currently our officer and director receives no compensation for his services during the development stage of our business operations. He is reimbursed for any out-of-pocket expenses he may incur on our behalf. No officer or director that preceded Mr. Heaton in the past three years, including Mr. Arunkumar Rajapandy, our former CEO, received any compensation for their services.

In order to entice Mr. Heaton to become our new officer and director he was granted two hundred and fifty thousand (250,000) shares of common stock which was granted to him in two disbursements; twenty five thousand (25,000) shares of common stock on 9/2/2013 and two hundred and twenty five thousand (225,000) shares of common stock on 9/26/2013 as recorded by Globex Transfer, LLC and reflected in our Shareholders With Certificate Detail attached as an exhibit to this filing.

In the future, once revenue is being generated, we may approve payment of salaries for our officer and director, but currently, no such plans have been approved.  No officer or director salaries will be paid from the proceeds of this offering. We do not have any employment agreements in place with our officer and director. We also do not currently have any benefits, such as health or life insurance, available to our employee.

 

Summary Compensation Table. The following table sets forth certain information concerning the annual and long-term compensation of our current Chief Executive Officer and other executive officers during the fiscal year for the last two fiscal years.

 

         (a)  (b)  (c)   
Name and Principal Position  Year  Salary*  Bonus  Option
Awards
  All Other Compensation  Total
Compensation
Mr. Russell Heaton, President and Director   2015   $0   $0   $0   $0   $0 
Mr. Russell Heaton, President and Director   2014   $0   $0   $0   $0   $0 

 

(1) Current CEO, Director and Chief Financial Officer

 

 13 

 

 

Future salaries of the officers and directors will be set by the Board of Directors depending upon the financial condition of the company, and may include bonuses, health insurance and other compensation as the Board of Directors may award. Out-of-pocket expenses are defined as the monies expended on behalf of the company while engaged in Company Business such as travel expenses and items purchased for use by the Company.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The following table contains information as of the date of this filing as to the beneficial ownership of shares of common Stock of the Company of each person who was the beneficial owner of five (5%) percent or more of the outstanding shares of the Company.

  

PRINCIPAL STOCKHOLDERS

 

5% and greater shareholders’ beneficial ownership

 

   Name and Address of  Amount of shares held   
Title of Class  Beneficial Owner  by Beneficial Owner  Percent
Common stock  Service Merchants Corp   53,492,500    90.7%
   P.O. Box 258          
   Nossa Heads          
   Queensland, Australia, 4567          
              
Common stock  Earth Wind & Power Corp   5,000,000    8.5%
   9175 Mainwaqring Road          
   North Sannich          
   British Columbia, V8L1J9          

 

The following table contains information as of the date of this filing as to the beneficial ownership of shares of common stock of the Company, as well as all persons as a group who were then officers and directors of the Company.

 

Management beneficial ownership

 

Title of Class  Name and Address(1)  Shares  Percent
          
Common stock  Russell Heaton CEO   250,000    * 
              
Common stock  Officers and Directors as a group (1 person)   250,000    * 

 

(1) The address of each person is Credex Corporation, 848 Rainbow Blvd, #2096, Las Vegas, Nevada 89107

 

*Represents less than 1% of outstanding shares.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence

  

During the year ended December 31, 2014, the Company received loans from Service Merchants Corp, a related party, totaling $2,000 towards operating expenses. The loans are unsecured, non-interest bearing and due on demand. As of December 31, 2015 and 2014, $9,700 was due to Service Merchant Corp.

 

During the year ended December 31, 2014, the Company received loans from a shareholder of the company through Global Merchant Corp, a related party, totaling $1,600 towards operating expenses. The loans are unsecured, non-interest bearing and due on demand. As of December 31, 2015 and 2014 $12,889 was due to Global Merchant Corp.

 

 14 

 

 

During the year ended December 31, 2014, the Company received loans from a shareholder of the company through Sterling Investment Corp, a related party, totaling $6,550 towards operating expenses. During the year ended December 31, 2015, the Company received a loan loans from a shareholder of the company through Sterling Investment Corp, a related party, totaling $5,900 towards operating expenses. The loans are unsecured, non-interest bearing and due on demand. As of December 31, 2015 and 2014 $13,450 and $7,550 respectively, was due to Sterling Investment Corp.

 

During the year ended December 31, 2014, the Company received from Earth Wind Power Corp, a related party totaling $198 towards operating expenses. The loan is unsecured, non-interest bearing and due on demand. As of December 31, 2015 and 2014 , $198 was due to Earth Wind Power Corp

 

Shell company status

 

During the past five fiscal years, Cypress and Service Merchants Corp. are the only two persons who acquired control of the Company. The sole shareholder of Cypress is Steven G. Salmond. The shareholders of Service Merchants Corp. are Robert Guerra and Rodney Brewer. Except as described above and in Note C to the Company’s financial statements, neither party has, directly or indirectly, received money, property, contracts, options or rights of any kind, assets, services or other consideration from the Company.

 

Item 14. Principal Accounting Fees and Services

 

The aggregate professional fees paid to our registered public accounting firm for its annual audit and quarterly reviews during the year ended December 31, 2015 and 2014 were as follows:

 

   December 31, 2015  December 31, 2014
Audit Fees and Audit Related Fees  $3,750   $8,500 
Tax Fees   —      —   
All Other Fees   —      —   
TOTAL  $3,750   $8,500 

 

In the above table, "audit fees" are fees billed by our Company's external auditor for services provided in auditing our Company's annual financial statements for the subject year. "Audit-related fees" are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit review of our company's financial statements.

 

"Tax fees" are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning.

 

"All other fees" are fees billed by the auditor for products and services not included in the foregoing categories.

 

Part IV

 

Item 15. Exhibits, Financial Statement Schedules

 

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.

  

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Signatures

 

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/ Russell Heaton              Date: March 4, 2016
Russell Heaton,  
Chief Executive Officer  
Chief Financial Officer  
Director  

 

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