(Date
of Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
☐
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See §240.13d-7 for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
This
statement is a joint filing of Georges Benarroch, Canadian citizen
with a residential address of 78 Hazelton Ave., Toronto ON M5R 2E2
and Comindus Finance Corp. (formerly Credifinance Capital Corp.), a
company incorporated in the State of Wyoming and registered in the
State of Florida, with its head office at 134 Duke Drive, LakeWorthFL33460.
Mr.
Georges Benarroch, a Director of the Issuer, is a Director and
Officer and beneficial owner of Comindus Finance Corp. Mr.
Benarroch has not been convicted in a criminal proceeding, nor has
he been a party to a civil proceeding as a result of which he was
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities, subject to,
federal or state securities laws or finding any violations with
respect to such laws.
Mr.
Peter Prendergast, a Director of the Issuer, is a Director of
Comindus Finance Corp. Mr. Prendergast has not been convicted in a
criminal proceeding, nor has he been a party to a civil proceeding
as a result of which he was subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities, subject to, federal or state securities laws or finding
any violations with respect to such laws.
Item 3. Source or Amount of Funds or Other
Consideration.
a)
958,572 shares of Common Stock were acquired by Comindus Finance
Corp. (formerly Credifinance Capital Corp.) from Georges Benarroch
for the price of $1.13 per share for a total of One Million Three
Thousand Three Hundred and Eighty-Nine US Dollars and 76 cents
(US$1,083,389.76) as a result of pledge agreement entered into on
January 18, 2018. In accordance with the terms of the Share Pledge
Agreement, 958,572 shares have been transferred to Comindus Finance
Corp. and these shares have been pledged as collateral Georges
Benarroch until such time as the purchase price has been paid in
full by Comindus Finance Corp. to Georges Benarroch.
Item 4. Purpose of Transaction.
The reporting
person/company jointly filing this statement acquired beneficial
ownership of the respective shares of Common Stock as a result of
the transfer of a pledge agreement with related entity, by
conversion of derivative securities of the Issuer into
non-derivative securities, by the conversion of debt due by the
Issuer to the reporting person/company and as compensation for
services as a director of the Issuer. The reporting person/company
do not have any present plans or proposals which relate to or would
result in:
a)
The
acquisition by any person of additional securities of the
issuer
b)
An
extraordinary corporation transaction, such as a merger,
reorganization or liquidation involving the issuer or any of its
subsidiaries
c)
A sale
or transfer of a material amount of the assets of the issuer or any
of its subsidiaries
d)
Any
change in the board of directors or management of the issuer,
including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the
board
e)
Any
material change is the present capitalization or dividend policy of
the issuer
f)
Any
other material change in the issuer’s business or corporate
structure
g)
Changes
in the issuer’s charter, bylaws or instruments corresponding
thereto, or other actions which may impede the acquisition of
control of the issuer by any person
h)
Causing
a class of securities of the issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation systems of a registered national securities
association
i)
A class
of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g) (4) of the
Securities Exchange Act of 1934; or
j)
Any
action similar to any of those enumerated above
Item 5. Interest in Securities of the
Issuer.
Georges
Benarroch, by virtue of his security holding, and by virtue of his
beneficial ownership of Comindus Finance Corp. is the beneficial
owner of 2,697,085 of the shares of Common Stock, or
85.90%.
No
transactions in shares of Common Stock of the issuer were effected
by the reporting person during the last 60 days.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
GEORGES
BENARROCH
/s/
Georges Benarroch
Georges
Benarroch
COMINDUS
FINANCE CORP.
/s/
Georges Benarroch
Georges
Benarroch
21-Feb-2018
Dates Referenced Herein and Documents Incorporated by Reference
