<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
2nd Amendment
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES ACT OF 1934
G.P. PROPERTIES, INC.
---------------------
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
NEVADA 88-0377059
------ ----------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
12821 AVENIDA LA VALENCIA, POWAY, CA 92064
- ------------------------------------ -----
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(619) 699-1708 (619) 487-4124
- -------------- --------------
(ISSUER'S TELEPHONE NUMBER) (ISSUER'S FAX NUMBER)
SECURITIES TO BE REGISTERED UNDER SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
- -------------------------------- --------------------------------------
- -------------------------------- --------------------------------------
SECURITIES TO BE REGISTERED UNDER SECTION 12(g) OF THE ACT:
Common Stock - .001 Par Value
-----------------------------
(TITLE OF CLASS)
1
<PAGE> 2
PART I
ITEM 1
DESCRIPTION OF THE BUSINESS
Business of the Issuer
In January of 1999, Management determined the Company should complete the
development of its residential financial analysis software for real estate
brokers due to a reduction in programming costs, a robust national real estate
market, and Internet marketing potential that was unavailable in prior years.
The Company's residential financial analysis software for real estate brokers is
currently a concept which will require programming necessary to develop a system
for real estate brokers that integrates a home buyer's financing capacity,
available properties at specified price ranges, and financing terms of available
lenders. Management anticipates that software development costs will not exceed
$125,000. Management intends to market its software through direct marketing to
real estate brokers and mortgage lenders and on the Internet through the
Company's proposed website. While the Company has initiated informal discussions
with potential Internet website marketing providers, at this time the Company
has no formal contracts with these providers and will not initiate negotiations
with these providers until such time as the Company has sufficient funding.
Management has no market or distribution agreements with any real estate
brokers, mortgage lenders, or Internet sales sites. Once the Company is in beta
testing of its software, management will seek out direct marketing with real
estate brokers and mortgage lenders and distribution agreements with Internet
sales sites.
The Company has no new product or service planned or announced to the public.
The size and financial strengths of the Company's competitors are substantially
greater than those of the Company. One competitor, Roger Martin Company, has
real estate analysis software marketed on the Internet that, while broad based,
does not analyze lender data. Management believes that the Company can
effectively compete with those other companies because of the unique nature of
its product which integrates three interrelated analyses of residential broker
transactions: buyer's financing capacity, sorted home pricing, and available
lender terms. This software gives the Company a competitive advantage because it
integrates, or bundles, the three primary parts of residential real estate
purchases: buyer's credit ability, purchase price range, and lender's financing
while reducing the amount of time needed to execute a real estate purchase. This
software integration of the residential real estate purchase process is
currently unavailable from the Company's competitors. Management is not aware of
any significant barriers to the Company's entry into the real estate financial
analysis market, however, the Company at this time cannot ascertain its exact
market share of this market.
Software programming and product manufacturing are available through various
suppliers such as EDP Management, Inc., Excelsoft Technologies, and I.D. Disk,
Inc. While the Company has initiated informal discussions with potential
software suppliers, at this time the Company has no formal contracts with
suppliers and will not initiate negotiations with potential suppliers until such
time as the Company has sufficient funding. As of the date of this filing the
Company's software design is in preliminary written outline and no computer code
has yet been written. Over the next eighteen months the Company intends to
achieve the following milestones in order to have its
2
<PAGE> 3
product available in the market: during the first twelve months - raise capital
needed to fund product development through the sale of securities, complete
schematic program flow chart with programmer at an estimated cost of $5,000 ,
write program code at an estimated cost of $50,000, test code at an estimated
cost of $10,000, modify code at an estimated cost of $10,000, produce beta
product at an estimated cost of $25,000; during the succeeding six months -
complete beta test period modifications at an estimated cost of $25,000, and
release product to market. Although Management intends to implement its business
plan through the implementation of these milestones and will do its best to
mitigate the risks associated with its business plan, there can be no assurance
that such efforts will be successful. Currently, Management is concentrating on
advancing its business plan. Management has no liquidation plans should the
Company be unable to receive funding. Should the Company be unable to implement
its business plan, Management would investigate all options available to retain
value for the shareholders. Among the options that would be considered are: the
sale of the product concept to another company, or a merger or acquisition (as a
parent or target) of another business entity that has revenue and/or long-term
growth potential. However, at this time, Management has no commitments,
arrangements, or understandings to enter into a merger, and the Company has no
criteria to effect a merger with another company.
The Company intends to sell its products to a broad base of real estate brokers
and financial lenders throughout the United States and through the Internet and
will not depend on any one or a few major customers. Management estimates the
Company will begin beta testing of its software within approximately twelve
months of raising operating capital. Once the Company has raised sufficient
capital, Management estimates the Company will complete all testing, and release
its software product within approximately six months. At that time Management
will begin marketing directly to real estate brokers and financial lenders in
California and other Western states. The Company will then advertise on the
Internet through its own proposed website on a national basis. Management will
use their extensive contacts in the real estate and financial lending industries
to handle all direct marketing rather than relying on outside marketing
companies. For Internet marketing, the Company will utilize Internet website
marketing providers such as Invision LLC. While the Company has initiated
informal discussions with potential Internet website marketing providers, at
this time the Company has no formal contracts with these providers and will not
initiate negotiations with these providers until such time as the Company has
sufficient funding.
When the Company has sufficient funding, and has a beta test version of its
software, management will seek legal council for copyright and trademark
protection. Until a beta test version of the software is produced and sufficient
funding is available, its software will be protected by common law copyright.
While Management believes its estimates of projected occurrences and events are
within the timetable of its business plan, there can be no guarantees or
assurances that the results anticipated will occur.
The Company does not need any governmental approval of its principal product.
The Company's business is not subject to material regulation by federal, state,
or local governmental agencies.
The Company's only employees are its two officers who will devote as much time
as the board of directors determines is necessary to manage the affairs of the
Company. The officers intend to work on a full time basis when the Company is
able to provide proper remuneration as discussed in Item 6, "Executive
Compensation".
3
<PAGE> 4
PART II
ITEM 4
RECENT SALES OF UNREGISTERED SECURITIES
On November 8, 1995, at a special meeting of the board of directors, the
shareholders authorized the issuance of 100,000 shares of common stock to each
of the officers and directors of the Company for a total of 200,000 Rule 144
legend shares. The Company relied upon Section 4(2) of Securities Act of 1993,
as amended (the "Act"). The Company issued the shares in satisfaction of
management services rendered which does not constitute a public offering,
together with the fact that these shares were issued to officers and directors,
both of whom are accredited investors.
From the period of approximately November 8, 1995 until November 30, 1995, the
Company offered and sold 39,000 shares of common stock for at $.10 per share to
non-affiliated private investors. The Company relied upon Section 4(2) of the
Securities Act of 1993, as amended (the "Act"). Each prospective investor was
given a private placement memorandum designed to disclose all material aspects
of an investment in the Company, including the business, management, offering
details, risk factors and financial statements. Each investor also completed a
subscription confirmation letter and private placement subscription agreement
whereby the investors certified that they were purchasing the shares for their
own accounts, with investment intent. Each investor was either accredited as
defined, or were "sophisticated" purchasers, having prior investment experience
or education, and having adequate and reasonable opportunity and access to
corporate information, and are therefore not in need of the protections afforded
by the Securities Act of 1933. This offering was not accompanied by general
advertisement or general solicitation and the shares were issued with a Rule 144
restrictive legend.
On February 5, 1998, the Board of Directors authorized a forward stock split of
45 for 1 resulting in a total of 10,755,000 shares of common stock issued and
outstanding.
PART III
EXHIBITS
<TABLE>
<CAPTION>
Exhibit A Financial Statements
<S> <C> <C>
1 Interim financial statements for the period ended
March 31, 1999.
Exhibit 2 Plan of acquisition, reorganization or liquidation None
Exhibit 3(i) Articles of Incorporation Included with original filing
Exhibit 3(ii) Bylaws Included with original filing
Exhibit 4 Instruments defining the rights of holders None
Exhibit 7 Opinion re: liquidation preference None
Exhibit 9 Voting Trust Agreement None
Exhibit 10 Material contracts None
Exhibit 11 Statement re: computation of per share earnings Included with original filing
Exhibit 14 Material foreign patents None
Exhibit 16 Letter on change of certifying accountant None
Exhibit 21 Subsidiaries of the registrant None
Exhibit 24 Power of Attorney None
Exhibit 27 Financial Data Schedule See Exhibit 27
Exhibit 28 Reports furnished to State insurance agencies None
</TABLE>
4
<PAGE> 5
SIGNATURES
In accordance with Section 12 of the Securities and Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
G.P. Properties, Inc.
Date May 26, 1999 By /s/ Eileen Sturtevant
--------------------- ---------------------------------------
Eileen Sturtevant, President & Director
Date May 26, 1999 By /s/ Anne Winton
--------------------- ---------------------------------------
Anne Winton, Director
5
<PAGE> 6
EXHIBIT A
6
<PAGE> 7
G.P. PROPERTIES, INC.
BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
MARCH 31 MARCH 31
1999 1998
<S> <C> <C>
CURRENT ASSETS
CASH 202.00 3900.00
--------------------------
TOTAL CURRENT ASSETS 202.00 3,900.00
FIXED ASSETS
--------------------------
NET FIXED ASSETS 0.00 0.00
OTHER ASSETS
ORGANIZATION COSTS
LESS AMORTIZATION
--------------------------
TOTAL OTHER ASSETS 0.00 0.00
--------------------------
TOTAL ASSETS 202.00 3,900.00
==========================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
--------------------------
TOTAL CURRENT LIABILITIES 0.00 0.00
LONG TERM LIABILITIES
--------------------------
TOTAL LONG TERM LIABILITIES 0.00 0.00
--------------------------
TOTAL LIABILITIES 0.00 0.00
STOCKHOLDERS' EQUITY
COMMON STOCK 10,755.00 10,755.00
PAID IN CAPITAL -6,555.00 -6,555.00
BEGINNING RETAINED EARNINGS -300.00 -300.00
NET INCOME (LOSS) -3,698.00 0.00
--------------------------
ENDING RETAINED EARNINGS -3,998.00 -300.00
--------------------------
TOTAL STOCKHOLDERS' EQUITY 202.00 3,900.00
--------------------------
TOTAL LIAB & STOCKHOLDERS' EQUITY 202.00 3,900.00
==========================
</TABLE>
7
<PAGE> 8
G.P. PROPERTIES, INC.
INCOME STATEMENTS
FOR THE NINE MONTHS ENDED
<TABLE>
<CAPTION>
3/31/99 3/31/98
<S> <C> <C>
REVENUE
-----------------------------
TOTAL REVENUE 0.00 0.00
DIRECT COSTS
-----------------------------
TOTAL COST OF GOODS SOLD 0.00 0.00
-----------------------------
GROSS PROFIT 0.00 0.00
OPERATING EXPENSES
LICENSES & FEES 468
OFFICE EXPENSE 530
TRANSFER AGENT 500
ACCOUNTANT 1,900
LEGAL 300
-----------------------------
TOTAL OPERATING EXPENSES 3,698.00 0.00
-----------------------------
INCOME FROM OPERATIONS -3,698.00 0.00
OTHER INCOME & EXPENSE
-----------------------------
TOTAL OTHER INCOME & EXPENSE 0.00 0.00
-----------------------------
INCOME BEFORE TAXES -3,698.00 0.00
PROVISION FOR TAXES
-----------------------------
NET INCOME -3,698.00 0.00
=============================
</TABLE>
8
<PAGE> 9
INCOME STATEMENTS
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED
<TABLE>
<CAPTION>
3/31/99 3/31/98
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
NET LOSS -3,698 0
ADJ TO RECONCILE NET INCOME (LOSS) TO NET
CASH USED IN OPERATING ACTIVITIES
---------------------------
NET CASH FLOWS FROM OPERATING ACTIVITIES -3,698 0
---------------------------
NET INCREASE (DECREASE) -3,698 0
CASH AT BEGINNING OF PERIOD 3900 3900
CASH AT END OF PERIOD 202 3900
</TABLE>
9
<PAGE> 10
G.P. PROPERTIES, INC.
NOTES TO FINANCIAL STATEMENTS
1. MANAGEMENT'S OPINION
In the opinion of management, the accompanying financial statements contain all
adjustments necessary to present fairly the financial position of the company as
of March 31, 1999 and 1998 and the results of operations for the nine months
ended March 31, 1999 and 1998 and changes in cash for the nine months ended
March 31, 1999 and 1998.
2. INTERIM REPORTING
The results of operations for the nine months ended March 31, 1999 and 1998 are
not necessarily indicative of the results to be expected for the remainder of
the year.
3. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations
The Company was incorporated in Nevada on July 6, 1989. The Company was
organized in order to design and produce residential financial analysis software
for real estate brokers. The Company is a development stage company and has not
conducted any business activities to date.
Basis of Accounting
The Company's policy is to use the accrual method of accounting and to prepare
and present financial statements which conform to generally accepted accounting
principles. The preparation of financial statements in conformity with generally
accepted accounting principles 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 reported amounts of revenues and expenses during the reporting
periods. Actual results could differ from those estimates.
Cash and equivalents
For purpose of the statements of cash flows, all highly liquid investments with
a maturity of three months or less are considered to be cash equivalents. There
were no cash equivalents as of March 31, 1999 and 1998.
10
<PAGE> 11
NOTES TO FINANCIAL STATEMENTS (continued)
Income Taxes
Income taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109),
"Accounting for Income Taxes." A deferred tax asset or liability is recorded for
all temporary differences between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of deferred tax
assets and liabilities.
4. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND OPERATIONS
Material changes in financial condition
As of March 31, 1999 the Company had $202 of cash in the bank compared to $3,900
of cash in the bank as of March 31, 1998. The Company had no cash receipts for
the nine months ended March 31, 1999. The primary uses of cash during the nine
months ended March 31, 1999 were $2,700 for professional fees, and $998 for
operating expenses.
Material changes in the results of operations
Expenses of $3,698 for the nine months ended March 31, 1999 were primarily for
preparing the Company's legal documents and audit in anticipation of securing
private placement capital in 1999. Management believes that the current positive
real estate market and Internet marketing potential make economic sense for the
Company to complete its business plan to raise capital through the sale of
private placement securities in order to develop its real estate financial
analysis software product in 1999.
11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM INTERIM
FINANCIAL STATEMENTS FOR 3RD QUARTER 1998 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH G.P. PROPERTIES, INC. AMENDED 10-SB.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-01-1998
<PERIOD-END> MAR-31-1999
<CASH> 202
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 202
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 202
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 10,755
<OTHER-SE> (6,555)
<TOTAL-LIABILITY-AND-EQUITY> 202
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,698
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3,698)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,698)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,698)
<EPS-BASIC> 0.0
<EPS-DILUTED> 0.0
</TABLE>
