CLPS i.e., Kahlil Parker will address with the Securities Commission of the Bahamas
The Accounts dept. Neka is following up with the Securities Commission on an invoice received for the sum of $2,500.
The importance of the Compliance Officer is to ensure that all material changes and reporting requirements are submitted to the Securities Commission see FCSPA (Financial Corporate Services Providers Act)
All staff are to read and become acquainted with the Policy and Procedures Manual, which they are required to signoff signifying their understanding and their willingness to comply with the contents thereof. (Online)
Reporting on the Management of the organization providing updated Organizational charts (SPC to provide new organizational chart)
Advising Banks and make amendments to authorized signatories
Advise Securities Commission and Service Providers of:
Board Member non-appointment (Samir Mikhael) and
Staff movements - Letter of Resignation from Shamara Burrows and advisement of job opening and appointment in Shamara’s stead of Nikira Ferguson, Resume required.
Other staff movements:
Retirement of Ruthie knowles
Appointment of Felanique Capron as Operations Manager
Appointment of Neka Woolcock as Accountant
Dismissal of temporary staff Dominique
Appointment of receptionist Marcia
Transfer of Marcia to the Accounts Department as a clerk
CIBC FirstCaribbean – received a notice from Shinika Reid Analysist of the Corporate Banking Service Center on 2024-07-02 requesting information to bring our account in full compliance.
We are required to provide original documents/certified copies of information within 30 days to be received by them no later than August 1, 2024.
An email request sent to SPC and NF to complete sections 3 & 4 and return by July 15.
Request to staff for KYC will be sent under separate cover.
Corporate Documents will be provided by PEK
Remediation of account activity levels to be completed by SPC/RK
Certifications will be provided by PEK
All documentation were executed and delivered to CIBC FirstCaribbean.
We received an email advising that the Business Account & Services application was incomplete. Same was updated and resent.
Directors Resolution regarding the change in authorized signatories and removal of Ruthie and Shamara were sent to CIBC First Caribbean, CFAL and Fidelity Bank
Baker Tilly
Submitted the Corporate Secretary confirmation to Udesh Abenayaka of Bakertilly
Completed for Easy Terms and Easy Holdings which was submitted on February 11, 2025
A copy of the Certificate of Resolution for EasyTerms Ltd. signed by me as Secretary which was submitted to CLP Corporate Services on January 14, 2025 regarding the increase of share capital as recommended and approved by the Board of Directors. Our attorneys submitted the resolution to the Department of Inland Revenue on our behalf and attached is the invoice and receipt for the recommended increase.
Once CLPS receives all of the requisite documents from the Department of Inland Revenue, then same will be forwarded on to the Office of the Registrar General for stamping and return to them at which time we will receive a duly executed copy, a copy of which will be forwarded to you for your records.
CFAL
The KYC documents were submitted to CFAL April 2nd 2024. Nothing outstanding to date
CFAL requested New documentation i.e., Certificate of Goodstanding for Easy Terms and Easy Holdings. The attorneys have made their submissions to the Registrar General, submitted the requisite fee on our behalf of $350.00 and have provided us with proof which was forwarded to CFAL for their records upon their request. It should be noted that CLPS is our Registered Agent for Easy Terms an Easy Holdings and as such because CLPS represent us; a fee of $150.00 is required to be submitted to the Registrar on our behalf for each company so that we remain in good standing with them. On occasion, companies request us to submit a Certificate of Goodstanding to them as proof that we are viable and able to conduct business so we only requested it if needed. Due to stringent Due Diligence requirements by most entities/companies, and as part of our annual fee payment.
Fidelity
All documents were submitted to Fidelity including Bruce Knowles. No outstanding issues to date
Similarly, updated Directors Resolution regarding the current list of authorized signatories was sent to Fidelity. No request for Certificate of Goodstanding was requested, but once received, it will be sent to all our banks and the Securities Commission.
CIBC First Caribbean
Similarly, updated Directors Resolution regarding the current list of authorized signatories was sent to
CIBC First Caribbean. No request for Certificate of Goodstanding was requested, but once received, it will be sent to all our banks and the Securities Commission.
Securities Commission
Annual Declaration process begun this December for submissions first quarter 2024
Annual fee is due for payment by 12/31/2024 i/a/o $5,000.00 however, the FCSP Fee Schedule was amended December 31 2024. EasyTerms annual fee has been amended to down from $5,000.00 to $2,500.00 p.a. and a request was sent by Neka to the Securities Commission to refund the difference of $2,500.00.
SCB staff not sufficiently proficient on the preference share offerings. Simon to provide a capsule of what it entails until we go live with the preference shareholding onboarding.
Beneficial Ownership EasyTerms
CLPS had to remove Meyucah Knowles as Secretary of the company.
The Companies Act, 1992 Return as regards Beneficial Ownership of shares pursuant to Sec. 59 for EasyTerms Ltd., was executed effective December 30, 2023 to clean up our records.
Simon, Director, Peggy Secretary executed same and returned to CLPS
Completed
Ongoing and continuous work in progress.
I met with Marla at CLPS May 31st to discuss Series 31 share certificates. As there were some concerns, she requested that upon my return to office, that I check them thoroughly to ensure that the numbers were correct.
On 2024-06-04 the share certificates were checked by SPC and subsequently signed and copied for checking.
The accompanying Board Resolution had to be returned to CLPS for amendment due to the earlier removal of Sam Mikhael who was not re-appointed to the Board.
Latest AGM to be forwarded to CLPS for their records showing date of removal.
SPC checked the certificates for Series 31 to ensure numbering correct.
Need copy of letter sent to SCB by SB regarding Series 28 (Form 16) as I was not copied on the correspondence in order to track.
Once Series 32 is formally closed and all applications sent to CLPS with duplicate to me, then Form 16 will be executed and sent to Kahlil to get SCB’s approval.
Form 16 signed by SPC and sent to CLPS for Series 31 and 32. When submitted to the Securities Commission it is required that a copy of each new subscriber along with the PPM be attached for their internal review. Done
I wrote a comprehensive Memorandum to File relative to Samuel Alexander Sawyer which was subsequently forwarded on to our attorneys. This raised the question with regard to beneficial ownership upon the death of a shareholder. Our subscription form is to be amended to provide for more details in the event of joint shareholders.
In this regard, I was invited by CLPS to come in to discuss as this did raise concerns. I believe Myles is looking into how we can adequately address this going forward and prior to our next issue.
CLPS – Cedric L. Parker Corporate Services
I met with Marla at CLPS February 24, 2025 to drop of documents and to discuss the issuance of the latest series of share offerings. As there were some concerns, she requested that I return to their offices the following day February 25th to meet with her and Miles Parker as they both had issues with Series 29 and Series 30. She received my email forwarded to me by SPC explaining how the two series were funded by reinvestment from Series 15 but that something had fallen between the cracks.
Upon speaking with Neka, she advised that these applications were received while Shamara the accountant was on maternity leave and various Series were been processed.
Evidently, these were to be sent in January and the other series sent at a later date (received by CLPS in April). I believe, these fell between the cracks and Simon was of the view that they were received and executed. This was the area of confusion as I was not copied and I had no access to her files once she resigned while on maternity leave. I was aware of these Series but kept asking for the applications as I too was confused. Until my meeting I had no idea that the applications were not submitted for both Series.
Now that we have all the documents/applications, this gives CLPS the level of comfort needed to proceed to address the issue with regard to Series 29 and Series 30.
We can now move towards issuing the certificates which once you reconcile, would have still been capitalized under the 50,000,000 authorized share capital in early 2024.
Follow up with CLPS on the approval of the increase in Authorized Capital from 50,000,000 to 60,000,000
CLPS provided the explanation of the process and why it is taking so long. Awaiting response from CLPS on the outcome of the approval from the Registry.
New Board Resolution from CLPS removing Sam was in circulation. Awaiting other signatures
Latest AGM to be forwarded to CLPS for their records showing date of removal.
Awaiting Series 32 preference share certificates.
Form 16 executed and sent to Kahlil to get SCB's approval.
Form 16 signed by SPC and sent to CLPS for Series 31 and 32. When submitted to the Securities Commission it is required that a copy of each new subscriber along with the PPM be attached for their internal review.
Series 33 and Series 34 need to find out whether Form 16 has to be signed for them.
Ongoing follow up with CLPS
Awaiting response with regard to the Audit Confirmation letter which is signed by CFO and Accountant and verified under seal by the Corporate Secretary
Awaiting registers for Series 32 line up with applications received so that I may reconcile
Visited the offices of CLPS on Monday February 24th met with Marla Bethel. On February 25th, had a subsequent meeting with Miles Parker and Marla Bethel to discuss outstanding issuance of share certificates and cancellations
Follow-up for Registers for Series 31 and Series 32. Received a draft print-out that accompanied the applications. Official Register to be updated and reconciled
Awaiting Registrar General's approval of Authorized Share Capital to 60,000,000. Must ensure that recently issued shares fall within the authorized capital
CLPS will have to request new share certificate books reflecting the new share capital before they can be sealed, signed and sent to shareholders
Bruce Knowles has been following up on share certificates for Agatha Sawyer. He signed in January for one of her certificates. The other had her name changed from her and Samuel to her personal name. The other two certificates are pending issuance of the certificates by CLPS
For the record, we have not received any formal letter of instructions from Mrs. Sawyer appointing Bruce to act as intermediary on her behalf. I understand her position given that she is about 90 years old and incapable of understanding the ramifications of her actions. Bruce is trying to ensure that her assets are in her name. This can present as an issue down the road if in fact she has children or other issue who may challenge EasyTerms acting on Bruce's instructions without a formal Power of Attorney.
Deed of Assignment: - None presently
Corporate Secretary
Corporate Secretary function
Shareholders Registers
CLPS concerned that Shareholders invested in Series 31, but there is no Series 29 and Series 30. They require clarification which (SPC) which was forwarded to CLPS to reconcile their registers and revert [see email dd/ 5/16/2024 from SC attaching shareholders internal register, and advising that:
Series 29 had reinvestments from S15 which require share certificates be cancelled and new ones issued for Series 29. [Being addressed with CLPS]
That there were transfers from Series 6 (two tranches for Scott Munsey) which do not mature until end of May but he had signed as a reinvestment agreement which becomes effective June 1. Both of his certificates will have to be requested and cancelled and a new one issued.
Series 30 – comprises of the remaining reinvestments from Series 15 together with all of those from Series 9.
According to SPC, there were some redemptions from Series 15, which were paid out. Series 6, 9 and 15 share certificates will have to be returned to ETC for cancellation due to reinvestments and redemptions. A work in progress with Marla.
The record should reflect that during this period of investment of Series 31, Shamara who dealt with the investments /reconcilements, and communicated directly with CLPS on all new applications/redemptions etc., together with the reconciliation of the transfers on the internal registers, was out on maternity leave. Her backup was unable to assist with queries but was provided with the original applications in a drawer, which were eventually secured for reconciliation purposes. In the interim, I was awaiting Shamara’s return to office to handle all issues relative to the abovementioned. In the interim she resigned her position.
These matters are expected to be resolved with some coordination.
Follow up with Marla of CLPS 4/7/2025 revealed that she's still reconciling the applications received opposite the register and Director's resolution which she will send with attachments received with each Series i.e. Series 29. 30, 31,32,33 and 34.
Must ensure all investors are accredited and notarized. [Ongoing]
Auditors confirmation for 2024 Carl G. Treco, preference shareholder was sent to Nicole Knowles, Financial Controller.
Also the request for 2023 F/S also sent to Nicole Knowles, Financial Controller/Director CGT Contractors (shareholders)
Registers of Members
SPC requested an updated Register asap....awaiting response from CLPS
Requested an up to date Register from CLPS up to Series 31, Series 32, Series 33 and Series 34. A work in progress. Also to ensure that the Registers with Registrar General’s Office up to date and correct. To check back with internal register.
Work in progress
MLRO/AML
The importance of these two functions and how they relate to the Compliance function:
See EasyTerms Ltd., internal Policy and Procedures Manual for reference
PREFERENCE SHARES
Shareholders Letters
It should be noted that quite a number of share certificates are still in-house awaiting pick up from shareholders for the various Share offerings/Series.
Once the next four Series of share certificates are received, they have to be checked back to ensure the integrity opposite the share registers and letters to the shareholders have to be done and emailed. I will require someone to assist with the checkback function. should not be longer than 2 to 3 hours.
Ongoing follow up with CLPS re: Easy Holdings Ltd./Easy Terms Certificate of Goodstanding from Registrar General office.
Amended board resolution Series 31 removing Samir Mikhael in circulation.
A follow up request sent to CLPS regarding their registration for CESRA – no response to date
The consolidated Financial statements for Easy Holdings Ltd. sent to CLPS for their records 6/24
Late subscription for Sharon Knowles sent to CLPS to update register of shareholders
Follow up to ensure that the registers for Series 32 line up with applications received so that I may reconcile
Shareholder Ryan Lightbourne withdrew his subscription from Series 32
Received preference share certificates and Board Resolution for Series 32. The majority of shareholders for Series 32 have been advised to pick up their certificates from our offices. I will advise the remainder of shareholders via email once a comprehensive list received to pick up their certificates 12/4/2024 work in progress.
Form 16 was executed and sent on to CLPS along with all of the subscriptions for Series 28
CLPS i.e., Kahlil Parker will address with the Securities Commission of the Bahamas
The Accounts dept. Neka is following up with the Securities Commission on an invoice received for the sum of $2,500.
CLPS concerned that Shareholders invested in Series 31, but there is no Series 29 and Series 30. They require clarification which (SPC) which was forwarded to CLPS to reconcile their registers and revert [see email dd/ 5/16/2024 from SC attaching shareholders internal register, and advising that:
Series 29 had reinvestments from S15 which require share certificates be cancelled and new ones issued for Series 29. [Being addressed with CLPS]
That there were transfers from Series 6 (two tranches for Scott Munsey) which do not mature until end of May but he had signed as a reinvestment agreement which becomes effective June 1. Both of his certificates will have to be requested and cancelled and a new one issued.
Series 30 – comprises of the remaining re-investments from Series 15 together with all of those from Series 9.
According to SPC, there were some redemptions from Series 15, which were paid out. Series 6, 9 and 15 share certificates will have to be returned to ETC for cancellation due to reinvestments and redemptions. A work in progress.
NAME | AMOUNT |
Amol and Sangeeta Pendharkar | 50,000 |
Tracy E. Knowles | 200,000 |
The record should reflect that during this period of investment of Series 31, Shamara who dealt with the investments /reconcilements, and communicated directly with CLPS on all new applications/redemptions etc., together with the reconciliation of the transfers on the internal registers, was out on maternity leave. Her backup was unable to assist with queries but was provided with the original applications in a drawer, which were eventually secured for reconciliation purposes. In the interim, I was awaiting Shamara’s return to office to handle all issues relative to the abovementioned. In the interim she resigned her position.
These matters are expected to be resolved with some coordination.
Must ensure all investors are accredited and notarized. [Ongoing]
Requested an up to date Register from CLPS up to Series 31. A work in progress. Also to ensure that the Registers with Registrar General’s Office up to date and correct. To check back with internal register.
Work in progress. Follow up sent March and April 2nd 2025
Followed up with CLPS/Marla on the status of the updated Registers of Directors for Series 29, 30, 31, 32, 33 and 34. According to Marla, Resolutions are being prepared for each along with the relevant applications to ensure that share numbers are in sequence and the respective Board Resolutions are approved by the Directors.
Resolutions for the above Series were circulated to members, however, members felt that all Board member should not have to sign off on the Resolutions the way it is done for minutes which is in person. Bruce Knowles contacted CLPS to get an opinion on whether three or four members who are on island can sign to expedite the signoff so that all requisite preference share certificates can be delivered to be signed by a Director and the Corporate Secretary.
SPC to advise when next AGM of Board of Directors of Easy Holdings. Minutes are to be prepared so that CLPS can submit to the Registrar so that we can get up to date Register of members/shareholders - Needed to complete submissions of annual declarations to SCB 2024. Work in progress 12/4/2024 Resolutions are being redone. @Simon Cooper
CLPS working on AGM for Easy Holdings. A work in progress June 2025
Next training due 2025-10-01
The importance of these two functions and how they relate to the Compliance function:
Shareholders Letters
It should be noted that quite a number of share certificates are in-house awaiting pick up from the various Share offerings/Series.
Peter Dupuch email to check on his certificates and will pick up week of June 10th.
Scott Ward emailed to check on his certificates. He has been advised that Series 26 is ready and he will be notified about Series 31 for pickup.
Training course
Feli to update on staff movement, and enrollment for 2025 to current period.
Feli to update Organization Chart to reflect current staff April 8 2025
Demetranique Johnson, Deandrea Saunders, Melverne Cargill, Felanique Capron and Destiny McKenzie, are all enrolled in school.
Updated Organizational chart is required (see Organization Chart)
Simon to advise of next Board of Directors meeting for 2025
Next meeting scheduled for 2024-12-09
Board of Directors meeting was held on April 24, 2025 - Board of directors minutes are being drafted for circulation and approval.
Regulatory Compliance Policies and Procedures
Policies & Procedures are to be updated in preparation for the upcoming Onsite/Field Examination by the Securities Commission.
Under review for amendments - ongoing process
Some cosmetic changes, but this is a living document and subject to changes as legislation, changes under the FCSPA subsection Financial and Corporate Services, which list the obligations and timeline under the legislation and its legislative references.
Ongoing
A copy of the 2025 business License was received today April 7th and same forwarded to the Securities Commission to complete our annual declaration requirement
2024 Business License was submitted to the Securities Commission to complete our Regulatory Compliance for 2024
Advised the SCB that we still do not have on May 7, 2024. Bashar Isaacs advised that they are aware; otherwise Easy Terms is in good stead.
Feli in Ruthie’s absence provided the statistics on the loan files received to date and files which I have signed off on totaling 1,956 for period January to May.
Files checked are as follows:
MONTH | NUMBER OF FILES |
January | 388 |
February | 345 |
March | |
April | |
May | |
June |
Note:
CRIF Customer Support disputes are being responded to by Lashanda Mackey in a timely manner for KYC issues and Dispute Resolutions.
Approved
Peggy E. Knowles
Corporate Secretary/ Compliance Officer
Updated: 2025-06-10