UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (date of ~~1934~~earliest event reported): December 14, 2022

Date of Report (Date of earliest event reported): December 16, 2022

CREDEX CORPORATION

(Exact name of registrant as specified in its charter)

Florida	000-54142	16-1731286
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1881 General George Patton Drive, Suite 107

Franklin, TN 37067

(Address of ~~principal~~Principal ~~executive~~Executive ~~offices~~Offices) (Zip ~~code~~Code)

Registrant’s telephone number, including area code: (844) 305-3054

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8 4.01. ~~Other~~Changes ~~Events~~in Registrant’s Certifying Accountant.

~~On or about December 16, 2022, Credex Corporation~~ (~~“Credex” or the “Company”~~b) ~~received a letter from the U.S. Securities~~ ~~and~~Engagement ~~Exchange Commission (the “SEC”) advising the Company that it was not in compliance with the reporting requirements under Section 13(a)~~ of ~~the~~New ~~Securities~~Independent ~~Exchange~~Registered ~~Act~~Accounting of 1934 (the “Notice of Non-Compliance”). The Notice of Non-Compliance stated that if the Company has not filed all required reports within fifteen days from the date of the letter, it may be subject, without further notice, to an administrative proceeding brought by the SEC’s Division of Enforcement pursuant to Section 12(j) of the Exchange Act to revoke its Exchange Act registration. The Company may also be subject to a trading suspension pursuant to Section 12(k) of the Exchange Act.Firm

OnEffective ~~December~~as 30of January 5, ~~2022~~2023, the ~~Company~~Board ~~advised~~of ~~the~~Directors ~~SEC~~of ~~that~~Credex ~~among~~Corporation (the ~~reasons~~“Company”) ~~why~~approved itthe ~~has~~appointment ~~not~~of ~~filed~~Michael ~~periodic~~Gillespie & ~~reports~~Associates, ~~with~~PLLC ~~the~~(“Gillespie”) ~~SEC~~as ~~since~~ the ~~filing due date of the~~ Company’s ~~Form~~new ~~10-K~~independent registered accounting firm for the ~~period~~periods ended December 31, 2021 ~~was~~and a2022. ~~delay~~During ~~in completing~~ the ~~audit~~Company’s oftwo ~~The~~most ~~Cannabis Depot~~recent ~~Holding~~fiscal ~~Corp.~~years ~~(“Cannabis~~ended ~~Depot”).~~December ~~Cannabis~~31, ~~Depot~~2020 ~~acquired~~and ~~58,492,500~~2019 ~~shares~~and ~~(the~~from ~~“Control~~January 1, ~~Shares”)~~2021 ofto ~~the Company’s~~December ~~common~~31, ~~stock~~2022, ~~par~~neither ~~value~~the ~~$0.001~~Company ~~per~~nor ~~share~~anyone ~~(the~~acting ~~“Common~~on ~~Stock”)~~the onCompany’s ~~June~~behalf ~~17,~~consulted ~~2021,~~Gillespie ~~representing~~with arespect ~~controlling~~to ~~interest~~any inof the ~~Company~~matters asor ~~previously~~reportable ~~disclosed~~events set forth in Item 304(a)(2)(i) ~~Form~~and 8(ii) of Regulation S-K, ~~filed~~except bythat ~~the~~Gillespie audited the Company’s ~~with~~financial statements for the ~~SEC~~periods onended ~~June~~December 2431, ~~2021~~2020 ~~(the~~and ~~“Change~~2019 ~~in Control~~and ~~Transaction”).~~reviewed ~~Cannabis~~the ~~Depot~~unaudited ~~then~~financial ~~distributed~~statements of the ~~Control~~Company ~~Shares~~for tothe ~~its~~periods ~~shareholders~~ended ~~(the~~March ~~“Share~~31, ~~Distribution~~2021,~~” together~~ ~~with~~June ~~the~~30, ~~Change~~2021 inand ~~Control~~September ~~Transaction~~30, ~~the “Cannabis Depot Transactions”)~~2021. ~~Consequently,~~In approving the ~~Cannabis~~selection ~~Depot~~of ~~Transactions~~Gillespie as ~~resulted~~the inCompany’s aindependent ~~change~~registered inpublic accounting firm, the ~~accounting~~Company’s ~~treatment~~Board ~~for~~of ~~that~~Directors ~~transaction~~considered ~~that~~these ~~was~~services ~~incorrectly~~previously provided ~~reflected~~by inGillespie ~~reports~~and ~~the~~concluded ~~Company~~that ~~had~~such ~~filed with~~services ~~the~~would ~~SEC~~not asadversely ~~discussed~~affect ~~below~~the independence of Gillespie.

~~In addition,~~Item ~~the~~4.02 ~~Company advised the SEC that the financial statements included in the Company’s Form 10~~Non-QsReliance ~~for~~on ~~the~~Previously ~~six-month~~Issued ~~period ended June 30, 2021 and the nine-month period ended September 30, 2021 (collectively, the “~~Financial Statements~~”),~~ ~~erroneously did~~or not reflect the accounting perspective of the Cannabis Depot Transactions in accordance with ASC 805-40 and SEC Financial Reporting Manual TOPIC 12 - Reverse Acquisitions and Reverse Recapitalizations. The Cannabis Depot Transactions should have been treated as a ~~recapitalization~~Related ~~and~~Audit ~~reverse~~Report ~~acquisition~~or ~~for~~Completed ~~financial~~Interim ~~reporting~~Audit ~~purposes, and Cannabis Depot is considered the acquirer for accounting purposes~~Review. As a result, the Company plans to restate its financial statements for the periods ended June 30, 2021 and September 30, 2021 and any other related periods and file certain of Cannabis Depot’s financial statements with the SEC on Form 8-K as discussed below.

~~The~~On ~~Company~~December ~~also advised the SEC that it has been diligently searching for an auditor since the resignation of its prior auditor on November 15~~14, 2022., ~~It is now in~~ the ~~final~~Board ~~stages~~ of ~~engaging~~Directors ~~an auditor who is expected to complete their pre-engagement due diligence in January 2023. Following retention~~ of ~~an auditor,~~ the Company ~~plans~~determined tothat ~~file~~the aCompany’s ~~Form~~financial ~~8-K~~statements ~~that~~for ~~will include~~ the ~~disclosures~~periods ~~required~~ended June ~~under Form 8-K~~30, ~~Item~~2021 ~~“4.02~~and -September ~~Non-Reliance~~30, on2021 ~~Previously~~(the ~~Issued~~ “Financial Statements”) orincluded ain ~~Related~~its ~~Audit Report~~Quarterly orReports ~~Completed~~on ~~Interim~~Form ~~Review”~~10-Q asfiled ~~it relates to~~ with the ~~Financial Statements~~U.S. InSecurities ~~addition,~~and ~~following~~Exchange ~~completion~~Commission of (the ~~audit~~ ~~for~~“SEC”) ~~the~~on ~~period~~August ~~ended December 31~~16, 2021 and ~~the~~November ~~review~~10, of2021, ~~the Financial Statements by the Company’s new auditors~~respectively, ~~the~~could ~~Company~~not ~~plans~~be torelied ~~promptly~~upon ~~file with~~ (the ~~SEC, all delinquent periodic reports and amend any existing Current Reports on~~ “Form 810-~~K as deemed necessary to disclose the required audited Cannabis Depot financial statements~~Q’s”).

The Financial Statements included in the Form 10-Q’s, erroneously did not reflect the accounting perspective of the Cannabis Depot Transactions as discussed below in accordance with ASC 805-40 and SEC Financial Reporting Manual TOPIC 12 - Reverse Acquisitions and Reverse Recapitalizations. The Cannabis Depot Transactions should have been treated as a recapitalization and reverse acquisition for financial reporting purposes, and Cannabis Depot is considered the acquirer for accounting purposes. As a result, the Company plans to restate the Financial Statements and any other related periods.

As previously disclosed by the Company in its Current Report on Form 8-K filed with the SEC on December 30, 2022, Cannabis Depot Holding Corp. (“Cannabis Depot”) acquired 58,492,500 shares (the “Control Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) on June 17, 2021, representing a controlling interest in the Company (the “Change in Control Transaction”). Cannabis Depot then distributed the Control Shares to its shareholders (the “Share Distribution,” together with the Change in Control Transaction, the “Cannabis Depot Transactions”). Consequently, the Cannabis Depot Transactions resulted in a change in the accounting treatment for that transaction that was incorrectly reflected in the Form 10-Q’s.

The matters set forth in this Form 8-K have been discussed with the Company’s independent registered public accounting firm, Gillespie.

The effect of correcting this error on the Company’s Financial Statements is shown in the tables below.

The following table presents the effect of the restatement on the balance sheet included in the previously issued Financial Statements for the period ended June 30, 2021:

	As of June 30, 2021
	As Reported			Adjustments		As Restated
Assets

Total Current Assets	$	4,377		$	1,352,076	$	1,356,453

Total Other Assets	$	-		$	535,460	$	535,460

Total Assets	$	4,377				$	1,891,913

Liabilities and Equity
Total Current Liabilities	$	8,345		$	37,800	$	46,145

Stockholders Equity
Common Stock	$	58,993		$	-	$	58,993
Additional Paid In Capital	$	326,885		$	1,643,129	$	1,970,014
Accumulated Deficit	$	(389,846	)	$	206,607	$	(183,239	)
Total Stockholders’ Equity	$	(3,968	)			$	1,845,768

Total Liabilities and Equity	$	4,377				$	1,891,913

The following table presents the effect of the restatement on the statement of operations included in the previously issuedFinancial Statements for the six month period ended June 30, 2021:

	For the six month period ended June 30, 2021
	As Reported		Adjustments		As Restated
Operating Expenses

Total Operating Expenses	$	3,968	$	82,472	$	86,440

Other Income	$	-	$	-	$	-

Net Income (Loss)	$	3,968			$	86,440

Net Loss Per Share Basic and Diluted	$	-			$	-

The following table presents the effect of the restatement on the statement of shareholder deficit included in the previously issued Financial Statements for the period ended June 30, 2021:

	For the period ended June 30, 2021
	Common Stock Shares		Common Stock Amount		Additional Paid-In Capital			Accumulated Deficit			Total Stockholders’ Deficit

Balances- December 31, 2020, as previously reported		59,992,500	$	58,993	$	242,449		$	(382,629	)	$	(81,187	)

Credex activity for the six months ended June 30, 2021		-			$	84,437		$	(7,218	)	$	77,219

Balances- June 30, 2021, as previously reported		59,992,500	$	58,993	$	326,886		$	(389,847	)	$	(3,968	)

Credex adjustments to reflect the Cannabis Depot transaction		-	$	-	$	(326,886	)	$	389,847		$	62,961

Adjusted Balances- June 30, 2021		59,992,500	$	58,993		-		$	-		$	58,993

Cannabis Depot Holding Corp activity through June 30, 2021		-	$	-	$	2,422,976		$	(183,239	)	$	2,239,737
Cannabis Depot Holding Corp adjustments to reflect the Credex transaction		-	$	-	$	(452,962	)	$	-		$	(452,962	)

Balances- June 30, 2021, as restated		59,992,500	$	58,993	$	1,970,014		$	(183,239	)	$	1,845,768

The following table presents the effect of the restatement on the statement of cash flows included in the previously issued Financial Statements for the period ended June 30, 2021:

	As of June 30, 2021
	As Reported			Adjustments			As Restated
Cash Flows from Operating Activities:
Net Income (Loss)	$	(7,218	)	$	(79,222	)	$	(86,440	)

Changes in Operating Assets and Liabilities:
Changes in Due From Related Parties	$	8,345		$	(93,828	)	$	(85,483	)
Changes in Net Accounts Receivable				$	(1,250	)	$	(1,250	)
Changes in Prepaid Expenses and Other Assets	$	(4,377	)	$	(81,000	)	$	(85,377	)
Changes to Accounts Payable	$	(81,187	)	$	81,187		$	-

Changes to Accrued Liabilities and Other Liabilities	$	-		$	5,845		$	5,845
Changes to Affiliate Receivables	$	-		$	(282,115	)	$	(282,115	)

Net cash used in operating Activities	$	(84,437	)				$	(534,820	)

Cash Flows from Financing Activities
Changes in Shareholders Loans- Credex	$	84,437		$	(84,437	)
Changes in Shareholders Capital- CDHC				$	881,737		$	881,737
Net cash provided by financing activities	$	84,437					$	881,737

Net increase (decrease) in cash	$	-		$	346,917		$	346,917

Cash - Beginning of Period	$	-					$	-
Cash - End of Period	$	-					$	346,917

The following table presents the effect of the restatement on the balance sheet included in the previously issued Financial Statements for the period ended September 30, 2021:

	As of September 30, 2021
	As Reported			Adjustments			As Restated
Assets
Total Current Assets	$	3,128		$	1,519,496		$	1,522,624

Total Other Assets	$	-		$	704,034		$	704,034

Total Assets	$	3,128		$	2,223,530		$	2,226,658

Liabilities and Equity

Total Current Liabilities	$	9,675		$	43,287		$	52,962

Stockholders Equity
Common Stock	$	58,993		$	-		$	58,993
Additional Paid In Capital	$	326,885		$	2,200,768		$	2,527,653
Accumulated Deficit	$	(392,425	)	$	(20,525	)	$	(412,950	)
Total Stockholders Equity	$	(6,547	)	$	2,180,243		$	2,173,696

Total Liabilities and Equity	$	3,128.00		$	2,223,530		$	2,226,658

The following table presents the effect of the restatement on the statement of operations included in the previously issued Financial Statements for the nine month period ended September 30, 2021:

	For the nine month period ended September 30, 2021
	As Reported		Adjustments			As Restated
Operating Expenses

Total Operating Expenses	$	2,579	$	313,675		$	316,254

Other Income	$	-	$	(103	)	$	(103	)

Net Income (Loss)	$	2,579	$	313,572		$	316,151

Net Loss Per Share Basic and Diluted	$	-				$	-

The following table presents the effect of the restatement on the statement of shareholder deficit included in the previously issued Financial Statements for the period ended September 30, 2021:

	For the period ended September 30, 2021
	Common Stock Shares		Common Stock Amount		Additional Paid-In Capital			Accumulated Deficit			Total Stockholders’ Deficit

Balances- December 31, 2020, as previously reported		59,992,500	$	58,993	$	242,449		$	(382,629	)	$	(81,187	)

Credex activity for the nine months ended September 30, 2021		-	$	-	$	84,437		$	(9,796	)	$	74,641

Balances- September 30, 2021, as previously reported		59,992,500	$	58,993	$	326,886		$	(392,425	)	$	(6,546	)

Credex adjustments to reflect the Cannabis Depot transaction		-	$	-	$	(326,886	)	$	392,425		$	65,539

Adjusted Balances- September 30, 2021		59,992,500	$	58,993	$	0		$	0		$	53,993

Cannabis Depot Holding Corp activity through September 30, 2021		-	$	-	$	2,973,396		$	412,950		$	2,560,446
Cannabis Depot Holding Corp adjustments to reflect the Credex transaction		-	$	-	$	(445,743	)	$	-		$	(445,743	)

Balances- September 30, 2021, as restated		59,992,500	$	58,993	$	2,527,653		$	(412,950	)	$	2,173,696

The following table presents the effect of the restatement on the statement of cash flows included in the previously issued Financial Statements for the period ended September 30, 2021:

	As of September 30, 2021
	As Reported			Adjustments			As Restated
Cash Flows from Operating Activities:
Net Income (Loss)	$	(9,796	)	$	(306,355	)	$	(316,151	)

Changes in Operating Assets and Liabilities:
Changes in Due From Related Parties	$	9,675.00		$	(40,180	)	$	(30,505	)
Changes in Net Accounts Receivable				$	(1,270	)	$	(1,270	)
Changes in Prepaid Expenses and Other Assets	$	(3,129	)	$	(249,573	)	$	(252,702	)
Changes to Accounts Payable	$	(81,187	)	$	86,655		$	5,468

Changes to Accrued Liabilities and Other Liabilities	$	-		$	7,195		$	7,195
Changes to Affiliate Receivables	$	-		$	(752,580	)	$	(752,580	)

Net cash used in operating Activities	$	(84,437	)	$	(1,256,108	)	$	(1,340,545	)

Cash Flows from Financing Activities
Changes in Shareholders Capital- Credex	$	84,437		$	(84,437	)	$	-
Changes in Shareholders Capital- CDHC				$	1,439,375		$	1,439,375
Net cash provided by financing activities	$	84,437		$	1,354,938		$	1,439,375

Net increase (decrease) in cash	$	-		$	98,830		$	98,830

Cash - Beginning of Period	$	-					$	-
Cash - End of Period	$	-					$	98,830

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned ~~thereunto~~hereunto duly authorized.

Date: December 30, 2022	CREDEX CORPORATION
	Credex Corporation
	By:	/s/ Robin McVey
Date: January 31, 2023	By:	/s/ Robin McVey
		Robin McVey
		Chief Executive Officer

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