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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
CREDIT DEPOT CORPORATION
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(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
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(Title of Class of Securities)
225324102
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(CUSIP Number)
JONATHAN B. REISMAN, ESQ., 5100 TOWN CENTER CIRCLE, SUITE 330, BOCA RATON
FLORIDA 33486, (561) 361-9300
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
SEPTEMBER 1, 1997
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
*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).
Page 1 of 5 Pages
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SCHEDULE 13D
CUSIP NO. 225324102 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THIEME FONDS INTERNATIONAL
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
LUXEMBOURG
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7 SOLE VOTING POWER
NUMBER OF
SHARES 1,965,750
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
1,965,750
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,965,750
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33%
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14 TYPE OF REPORTING PERSON*
IV
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Person may be deemed to be the beneficial owner of
1,965,750 Shares which represent approximately 33% of the outstanding Common
Stock of Credit Depot computed in accordance with the provisions of Rule 13d-3
under the Securities Exchange Act of 1934 ("Rule 13d-3"). Of the foregoing an
aggregate of 100,000 Shares may be acquired upon conversion of 12,500 Shares of
9% Cumulative Preferred Stock (the "Preferred Stock") 875,000 Shares may be
acquired upon conversion of a 10% Secured Convertible Note in the face amount
of $350,000 (the "Secured Note") 906,250 Shares which may be acquired upon
exercise of warrants issued by Credit Depot to the Reporting Person including
a warrant issued in connection with the Secured Note (the "Warrant"). Does not
include 11,219 Shares which may be acquired upon exercise of a warrant issued
by Credit Depot beneficially owned by Thieme Consulting, Inc.
AHGF may be deemed to be the beneficial owner of approximately 1.0%
of the outstanding Common Stock of Credit Depot computed in accordance with
the provisions of Rule 13d-3.
Page 3 of 5 Pages
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The Reporting Person disclaims any beneficial ownership of any
securities beneficially owned by AHGF or Thieme Consulting, Inc. The Reporting
Person disclaims any membership in a group with AHGF or Thieme Consulting, Inc.
(b) The Reporting Person has and, to the best of the Reporting Person's
knowledge, AHGF and Thieme Consulting, Inc. each have, sole power to vote or to
direct the vote and sole power to dispose or to direct the disposition of their
respective Shares or will have such power upon the issuance of the respective
Shares, as the case may be.
(c) On July 30, 1997, the Reporting Person loaned $350,000 to Credit
Depot and received the Secured Note and the Warrant. The Secured Note matures on
October 31, 1997, bears interest at the annual rate of 10% and is convertible
into 875,000 Shares. The Secured Note is guaranteed by Credit Depot's
subsidiaries and secured by rights to payments arising out of interest income
due to Credit Depot generated from loans sold by Credit Depot from March 1996
to November 1996 to Access Financial Lending Corp. The Warrant entitles the
holder thereof to purchase 875,000 Shares at $.40 per Share, subject to
adjustment, during the period commencing on the earlier to occur on (i) the
occurrence of a default under the Secured Note which results in an acceleration
of the due date of the Secured Note or (ii) October 31, 1997 and terminating on
March 31, 1999. Credit Depot has agreed to register the Shares underlying the
Secured Note and the Warrant under the Securities Act of 1933. During the sixty
day period immediately prior to the date hereof, neither the Reporting Person
nor, to the best of the Reporting Person's knowledge, any of the other persons
referred to in the response to Item 2 hereof, engaged in any other transactions
with respect to securities issued by Credit Depot.
(d) No other person is known to the Reporting Person to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the Shares owned by the Reporting Person or any of the other persons
referred to in the response to Item 2 hereof.
(e) Not applicable.
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Date: September 11, 1997
THIEME FONDS INTERNATIONAL
/s/ Heiko H. Thieme
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Heiko H. Thieme, Chief Executive Officer
Page 5 of 5 Pages
