U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GREATLENDER.COM, INC.
(Name of Small Business Issuer in its charter)
Nevada 7382 88-0426887
(State or Jurisdiction (Primary (IRS Employer
of Incorporation or Standard Identification
Organization) Industrial Number)
Classification
Code)
3191 South Valley Street, Suite 201
Salt Lake City, Utah 84109
Telephone: 801-272-4400
(Address and telephone number of Registrant's
principal executive offices and principal place of business)
(Name, address, and telephone number of agent for service)
James N. Barber
Suite 100, Bank One Tower
50 West Broadway
Salt Lake City, Utah 84101
Telephone: (801) 364-6500
Approximate date of proposed sale to the public:
As soon as practicable after this Registration
Statement becomes effective.
<PAGE>1
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and
list the Securities Act registration number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant
to Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. / /
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and
list the Securities Act registration statement number of
the earlier effective registration statement for the
same offering. / /
If the delivery of the prospectus is expected to be made
pursuant to Rule 434, check the following box. / X /
CALCULATION OF REGISTRATION FEE
Title of each Dollar
class of securities amount to Amount of
to be registered be registered registration fee
Common Stock $100,000 $26.40
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
<PAGE> 2
PROSPECTUS PROSPECTUS
GREATLENDER.COM, INC.
3191 South Valley Street, Suite 201
Salt Lake City, Utah 84109
Greatlender.com, Inc. ("Greatlender") proposes to offer not less than
1,000,000 nor more than 2,000,000 of its common shares at an offering price of
Five Cents ($0.05) per share. Greatlender is offering the shares in a direct
public offering in which it is intended that the shares will be placed by its
officers and directors. If the officers and directors are unable to sell the
shares within 120 days of the effective date of the registration statement on
Form SB-2 being filed by Greatlender, we reserve the right to employ brokers
or registered agents to place the shares and pay sales commissions of up to
10% of the sale price. All proceeds from the sale of the shares will be held
in escrow in a separate, non-interest bearing account for 120 days or until a
minimum of 1,000,000 shares shall have been sold and a minimum of $50,000 in
gross proceeds have been received for the sale of shares. If The minimum is
not received within the offering period, all funds received from investors
will be returned without interest.
NO NATIONAL SECURITIES EXCHANGE OR THE NASDAQ STOCK MARKET LISTS THE
SECURITIES OFFERED.
THE INVESTMENT DESCRIBED IN THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK AND
SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE TOTAL LOSS OF THEIR
INVESTMENT. PLEASE CAREFULLY READ AND CONSIDER THE "RISK FACTORS" PRESENTED
BEGINNING ON PAGE ONE (1) OF THIS PROSPECTUS.
Price to Purchasers Commissions Proceeds to the Company
Per Share $ 0.05 $ .005 $ 0.045
Minimum Offering $ 50,000.00 $ 5,000.00 $ 45,000.00
Maximum Offering $ 100,000.00 $ 10,000.00 $ 90,000.00
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATION OR GIVE ANY
INFORMATION WITH RESPECT TO THIS OFFERING, EXCEPT FOR THE INFORMATION
CONTAINED HEREIN, AND NO OFFEREE MAY RELY ON ANY REPRESENTATION OR INFORMATION
THAT MAY BE MADE OR GIVEN IN VIOLATION OF THE ABOVE.
The date of this prospectus is October ____, 2000.
<PAGE>3
TABLE OF CONTENTS
Item Page
Summary Information and Risk Factors 1
Risk Factors 1
Use of Proceeds 3
Determination of Offering Price 4
Dilution 4
Plan of Distribution 4
Legal Proceedings 5
Directors, Executive Officers, Promoters and
Control Persons 5
Security Ownership of Certain Beneficial Owners
And Management 7
Description of Securities 7
Interest of Named Experts and Counsel 8
Disclosure of Commission Position on
Indemnification for Securities Act Liabilities 8
Organization within last five years 9
Description of Business 9
Plan of Operation 13
Description of Property 13
Certain Relationships and Related Transactions 13
Market for Common Equity and Related Stockholder
Matters 14
Executive Compensation 14
Changes in and disagreements with accountants
on Accounting and Financial Disclosure 14
Financial Statements 15
<PAGE> 4
<PAGE>SUMMARY
Issuer: Greatlender.com, Inc.3191 South Valley Street, Suite 201
Salt Lake City, Utah 84109
Securities Offered: Not less than 1,000,000 nor more than 2,000,000 shares
of Common Stock, $0.001 par value.
Price per Share: $0.05
Net Proceeds: Not less than $40,000 nor more than $90,000
Description of Business: The Company intends to operate as a referral source
and conduit through which to offer mortgage loans and processing services to
the public via the internet. All loans generated by Greatlender will be
processed and placed under a contract between Greatlender and Intermountain
Mortgage, a related entity.
Use of Proceeds: The Company will use the proceeds of this Offering to
enhance and improve a web site, establish operations and market its services.
Type of Offering: This Offering is a direct public offering to be conducted
by the issuer and its officers and directors without the assistance of an
underwriter. The shares offered have been registered under the Securities Act
of 1933 pursuant to a registration statement on Form SB-2. The Common Stock
is offered by the officers and directors of the Company, who will not be paid
any commission on the sale of the Common Stock. If the officers and directors
are unable to place the offering within 120 days of the effective date of the
registration statement, certain brokers and dealers or agents may be retained
to place the shares on the terms described under the caption "Plan of
Distribution." Such brokers or agents may be paid commissions of up to 10%
of the gross proceeds received from the sale of shares they place.
RISK FACTORS
An investment in the Common Stock offered hereby involves a high degree of
risk and immediate and substantial dilution. These risks include, among
others, risks associated with the absence of operating revenues or profitable
operations, undercapitalization and the need for additional financing. There
is also no trading market for the shares of Common Stock and there is no
assurance one will develop. Accordingly, the Common Stock offered hereby
should not be purchased by persons who cannot afford the loss of their entire
investment. We believe the following factors present the greatest risk to
purchaser of the Common Shares offered hereby.
Greatlender is an Underfunded Start-up Business with No Operations
The Company was only recently formed and does not have any revenues from
operations. Additionally, the Company is
undercapitalized with all of its initial capitalization being used to
establish a business plan, fund the filing of a registration statement on
Form SB-2, and establish an Internet website. The Company needs the proceeds of
<PAGE> 5
this Offering to be able to improve its website, advertise the mortgage
referral services we intend to provide, and pay for links to other websites
we believe have the ability to provide referrals to us. Without the proceeds
from this Offering, the Company will not be able to execute its Internet
strategy. Even with the proceeds from this Offering, the Company is embarking
on a new industry with unproven returns and many unknowns which may require
additional financing or may prove the Company's business plan unworkable.
Additional Financing may be required
Even with the proceeds from this Offering, the Company may need additional
financing to support the continued development of its mortgage web site and
to pay for advertising to attract clients. Additionally, as the Internet
mortgage business is a relatively new industry, the Company is uncertain of
all of the potential cost and pitfalls it may encounter which could exceed
its current budget. Additionally, the cost of marketing an Internet site
often are substantially higher than that of a normal mortgage company which
relies heavily on personal contacts in the real estate area. With a website,
the Company must get its name recognition out in the public's mind and direct
traffic to its site rather than to sites maintained by competitors. This may
require expensive media advertising. Accordingly, the Company's future
success and profitability may be based on its ability to obtain additional
financing on favorable terms. Any additional financing may cause dilution to
current investors in this Offering and there can be no assurance that any
additional financing will be on terms that are favorable to the Company and
its shareholders.
Inability to Compete with Established Competitors
The Company will be competing with national companies who are often
subsidiaries of large mortgage and banking companies. Because of the
formidable nature of the Company's competitors, the Company feels that it
must act now to establish its brand identity in Internet mortgages. The
longer the Company delays in establishing brand identity, the more difficult
it will be to enter this new venue of mortgage lending. Even with the
advantage of starting an Internet based mortgage company in the infancy of
this new industry, the Company, as a start-up venture with limited assets and
no operations, Greatlender will have difficulty competing with the larger,
better financed companies who have far greater access to mortgage money and
far greater referral sources, who will be also able to use extensive
advertising to direct customers to their Internet sites.
General Risks Relating to Investment
Substantial and Immediate Dilution
Investors in this Offering will incur substantial and immediate dilution to
their investment based on the net tangible book value per share of Common
Stock. If only the minimum is sold, investors would suffer an immediate
dilution of $.0327 per share of Common Stock. If the entire offering is
sold, investors would suffer an immediate dilution of $.0185 per share of
Common Stock. (See "Dilution")
<PAGE>6
Determination of Price
The offering price of the Shares has been arbitrarily determined by the
Company, taking into account the Company's capital needs, and the Company's
estimate of the potential value of its business plan. The price established
is not based on assets, operations, income, net tangible book value of
the Company or any other traditional criteria of value. If the price per share
established by the Company is too high, there is a risk that investors may
lose all or part of their investment.
Caution Respecting Forward Looking Information
This Prospectus contains certain forward looking information. All of such
material is based on a number of variables and assumptions. Further, such
information is based on the Company's estimates of present circumstances and
on events that have not occurred, which may not occur, or which may occur
with different ramifications from those now assumed or anticipated. If
investors were to consult with their own advisors, it should be expected that
their views may differ from those set forth herein. No assurance can be given
that all material assumptions have been considered. Future operating results
are in fact impossible to predict. No representation or warranty of any kind
is made by the Company and none should be inferred, respecting the future
accuracy or completeness of such forward looking material.
No Dividends
The Company has not paid, and does not plan to pay, dividends in the
foreseeable future, even if it were profitable. Earnings, if any, are
expected to be used to expand operations, for advertising and marketing, and
for general corporate purposes, rather than to make distributions to
shareholders.
Shares Available for Future Sales
The Company has previously issued shares of Common Stock that constitute
"restricted securities" as that term is defined in Rule 144 adopted under the
Securities Act. Subject to certain restrictions, such securities may
generally be sold in limited amounts one year after their acquisition. In
August 1999, we issued 1,000,000 shares of Common Stock which will
be available for resale in August 2001. In May of 2000 we sold an additional
500,000 shares to a private person which will be available for resale in May
of 2000. Limited quantities of these shares will be available for resale into
any trading market which may develop for our shares prior to the date shares
of Common Stock sold in this offering will be issued. Sales of these
restricted securities under rule 144 or otherwise by current shareholders of
the Company could have a depressive effect on any trading market for
Greatlender shares that may develop.
No Representation of Investors
No independent opinion regarding the fairness of terms on which the Shares
are to be sold has been obtained by the Company. Prospective investors will
<PAGE>7
be relying on the disclosures set forth in this Prospectus and on the business
and investment background and experience of themselves and any advisors
engaged by them as the basis for their investment decision.
No Cumulative Voting
Holders of Common Stock are not entitled to cumulate their votes for the
election of directors or otherwise. Even after the all Shares offered
hereunder have been issued, the present shareholders of the Company will be
able to elect all of the directors of the Company and effectively control the
Company's affairs. (See "DESCRIPTION OF SECURITIES.")
Secondary Trading Restrictions
The Company's Common Stock is covered by a Securities and Exchange Commission
rule that imposes additional sales practice requirements on broker-dealers
which sell certain low priced securities of small issuers with limited capital
operating revenues and profits (the "Penny Stock Rules"). The Penny Stock
Rules impose certain limitations on brokers who wish to sell such securities
to their customers, including prohibitions against soliciting trades in such
securities, require additional disclosures related to such securities,
requiring brokers to approve prospective customers accounts for purchase
thereof, and requiring written specific written agreement from the customer
related to each such transaction. The Penny Stock Rules may limit the ability
of brokers to market Greatlender shares in any trading market which may
develop, and may affect the ability of persons now owning or subsequently
acquiring the Company's securities to resell such securities in any trading
market that may develop.
Loss of Use of Invested Funds During Offering Period
All proceeds from the sale of shares will be held in a separate escrow account
until 1,000,000 shares have been sold and $50,000 in gross proceeds from the
sale of shares have been received. If 1,000,000 shares are not sold within
120 days after the effective date of the registration statement covering this
offering, all sums received as payment for shares will be refunded without
interest. In that event, investors will suffer the loss of use of their money
for 120 days plus up to an additional 30 days during which refunds of the
purchase price will be processed. Any interest or other investment income
which may be produced by investment of the funds during that period will be
forfeited.
Lack of Market for Greatlender Shares
There is no existing market for Greatlender shares. No assurance can be given
that any trading market for our shares will ever develop. The lack of a
trading market may make it difficult if not impossible for investors to resell
their shares. In that event, investors may be unable to recover the funds
they invest in Greatlender shares for a period which cannot be determined.
That period may be forever. Even if a trading market does develop, no
assurances can be given regarding the prices which may be bid for Greatlender
shares or that the volume of trading in such market will permit sale of all or
<PAGE>8
any part of the shares purchased on this offering.
For all of the foregoing reasons and others set forth herein, an investment
in these securities involves a high degree of risk. Any person considering an
investment in the securities offered hereby should be aware of these and
other risk factors set forth in this Prospectus.
ITEM 4. USE OF PROCEEDS
We estimate that after the deduction of legal and auditing expenses,
miscellaneous unallocated expenses and printing and transfer fees (which will
not, in the aggregate exceed $15,700 if the minimum shares are sold, and
$16,100 if the maximum shares are sold), net proceeds of the offering will be
not less than $34,300 and not more than $83,900. We intend to apply such
proceeds in proportions we deem expedient, according to the following general
guidelines. The amounts allocated below are estimates only, and we maintain
the option of changing such allocations if conditions warrant.
Item Amount if Amount if
Minimum Sold Maximum Sold
Gross Amount of Proceeds: $ 50,000 $ 100,000
Legal Fees $ 10,000 $ 10,000
Auditing Expenses $ 5,000 $ 5,000
Transfer Fees $ 300 $ 500
Printing Costs $ 400 $ 600
Net Proceeds $ 34,300 $ 83,900
Software Production/Equipment $ 20,000 $ 35,000
Marketing $ 10,000 $ 30,000
Miscellaneous Expenses $ 2,500 $ 8,900
Working Capital $ 1,800 $ 10,000
Total $ 34,300 $ 83,900
No portion of the proceeds will be used to retire debt, and none of the
proceeds will be used to purchase equipment or any other assets or services
from any officers, directors or controlling shareholders of Greatlender. We
intend to purchase all equipment on the used boat and individual water craft
markets in the Ogden-Salt Lake City area, and other related equipment from
unrelated retail sellers.
Funds not required for the immediate needs of the Company will be retained in
interest bearing accounts and investments in commercial financial
institutions until required.
ITEM 5. DETERMINATION OF OFFERING PRICE
The Common Shares offered by this Prospectus are being offered at Five Cents
($.05) per share. The price at which the Shares are being offered has been
determined by the Company alone and bears no relationship to earnings, asset
value, book value or any other recognized criteria of value. We have based
number of shares to be offered and the offering price on the total capital
structure of the Company, the number of shares held by insiders and their
<PAGE>9
desire to maintain control of a majority of the Company's outstanding shares
after this offering has been completed taking into consideration the fact
that the Company may determine to offer additional shares for sale to raise
additional capital. No federal or state agency has made any finding or
determination as to the merits, fairness or suitability for investment of the
Shares, nor has any independent third party, such as an investment banking
firm or other expert in the valuation of businesses or securities, made an
evaluation of the economic potential of the Company. Consequently, an
investment in the Shares should only be made by prospective investors who,
either directly or through their own professional advisors, have the
financial and business knowledge and experience to meaningfully evaluate the
merits and risks thereof. Potential investors are urged to seek and obtain
independent analysis of the Company and its proposed business operations
before making an investment in the Shares.
ITEM 6. DILUTION
Our net tangible book value on June 30, 2000 was approximately $9,439 or
$.0063 per share. "Net tangible book value" is total assets minus the sum of
liabilities and intangible assets. "Net tangible book value per share" is net
tangible book value divided by the total number of shares outstanding before
the offering.
After giving effect to adjustments relating to the offering, our pro
forma net tangible book value on June 30, 2000 would have been $93,339 or
$.02666 per share if the maximum number of shares is sold, and $43,739 or
$.01750 per share if the minimum number of shares are sold. The adjustments
made to determine pro forma net tangible book value per share are the
following:
An increase in total assets to reflect the net proceeds of the offering as
described under "Use of Proceeds" based on the public offering price of $.05
per share.
The addition of the maximum and minimum number of shares offered by this
prospectus, respectively, to the number of shares outstanding.
The following table illustrates the pro forma increase in net tangible book
value of $.0105 per share and the dilution (the difference between the
offering price per share and net tangible book value per share) to new
investors:
Offering price per share $.05
Net tangible book value per share as of June 30, 2000: $.0063
Increase in net tangible book value
per share attributable to the offering
If the minimum is sold $.01120
If the maximum is sold $.02036
Pro forma net tangible book value
per share as of June 30, 2000 after
<PAGE>10
giving effect to the offering
If the minimum is sold $.01750
If the maximum is sold $.02667
Dilution per share to new investors
in the offering
If the minimum is sold $.03250
If the maximum is sold $.02333
The following table shows the difference between existing stockholders and new
investors with respect to the number of shares purchased from us, the total
consideration paid and the average price paid per share based on an offering
price of $.05 per share for the shares offered hereby.
Total Cash
Consideration
Shares Purchased Paid Average Price
Number Percent Amount Percent Per
Share
Existing Stockholders 1,500,000 100% $ 10,000 100.0% $ .00667
New Investors
If Minimum Sold 1,000,000 40% $ 50,000 83.33% $ .05
If Maximum Sold 2,000,000 57%$ 100,000 90.90% $ .05
ITEM 7. SELLING SECURITY HOLDERS
No shares offered hereby are shares owned beneficially or of record by any
stockholders. All shares offered hereby are authorized, but unissued shares
of the Company.
ITEM 8. PLAN OF DISTRIBUTION
At the present time we intend to attempt to sell the shares offered hereby
through the efforts of officers and directors of the Company, both by
providing notice of the offering on our website and by word of mouth.
Officers and directors will be paid no compensation in connection with the
placement of any shares. No underwriter or brokerage firm has agreed to act
as underwriter of the shares offered hereby, and no such underwriter or broker
has agreed to either buy any of the shares or sell any of them. The period
of the offering will be 120 days from the effective date of the registration
statement on Form SB-2 which Greatlender has filed in connection with the
offering. All subscriptions received may be revoked, and all fund received as
consideration for shares will be held in escrow until the minimum 1,000,000
shares shall have been subscribed, and full payment therefor received. If the
minimum of 1,000,000 shares has not been sold and if full payment for not less
than 1,000,000 has not been received within the offering period, management
will, within thirty (30) days of the end of the offering period, ascertain the
sums tendered by each subscriber and draw checks on the escrow account payable
to them in the amounts tendered and refund all sums tendered by investors by
mailing the checks to the addresses stated on the subscription agreements. No
interest will be paid on these funds. If our officers and directors perceive
<PAGE>11
that they will be unable to sell the minimum 1,000,000 shares within the
offering period, we reserve the right to employ securities broker dealers or
employ registered agents licensed to act as such in various states to sell the
shares. In that event, we may pay commissions of up to 10% on all sales
effected by brokers or agents.
The officers and directors who will be involved in selling stock on this
offering will be Robert Karz and Joe Thomas. We believe that Messrs. Karz and
Thomas, both associated persons of the issuer, will not be deemed to be acting
as brokers as a result of their sale of shares on the offering as a result of
the provisions of Securities and Exchange Commission Rule 3a4-1(a)(4)(ii)
promulgated under the Securities Exchange Act of 1934 (17 C.F.R. §
240.314-1(a)(4)(ii). The facts which we believe support this position are
that (a) both Karz and Thomas primarily perform, or are intended primarily to
perform at the end of the offering, substantial duties for or on behalf of the
issuer otherwise than in connection with transactions in securities, that is:
both will be involved on a day to day basis in the operations of
Greatlender.
(b) Neither Karz nor Thomas was a broker or dealer, or an associated person of
a broker or dealer, within the preceding 12 months; and (c) Neither Karz nor
Thomas has participated or will participate in selling an offering of
securities for any issuer more than once every 12 months other than in
reliance on paragraphs (a)94)(1) or (a)(4)(iii) of Rule 314-1.
Messrs. Karz and Thomas expect to attempt to sell the shares by placing notice
of the offering on the Greatlender.com website and inviting indications of
interest from that source, anticipating that a prospectus will be delivered to
each person who expresses an interest in the offering. They also intend to
speak to friends, associates and others who have expressed an interest in the
Company in an effort to place shares. Subscriptions may be accepted from
officers, directors or controlling stockholders of Greatlender for up to ten
percent (10%) of the total shares offered.
ITEM 9. LEGAL PROCEEDINGS
There are no pending legal proceedings against Greatlender.com, Inc. and
we are not aware that any person or governmental or administrative agency has
threatened any such action, or has any reason to bring such an action. We
are not aware of any unasserted claims against the Company.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS
The following persons are our executive officers and directors and should
because they conceived of forming the Company and initiating its business
plan and provided the capital necessary to those purposes, be deemed to be
promoters and control persons of the Company.
Name Age Position Offices held
Joe D. Thomas 46 President, Director Inception
Robert M. Karz 40 Vice-President Inception
Secretary, Director
<PAGE>12
The educational and business history of our officers and directors is as
follows.
Joe D. Thomas, age 46, is the president, chief executive officer, secretary,
treasurer and director of the Company. Mr. Thomas since June 1992 has been
the owner and vice-president of Intermountain Mortgage Company located in
Park City, Utah which specialized in residential loans. Prior to starting
Intermountain Mortgage Company, Mr. Thomas was the chief financial officer
for Rightfit Sports from September 1991 to June 30, 1992. For eight years
prior to joining Rightfit Sports Mr. Thomas work in his own CPA firm in Salt
Lake City, Utah. Mr. Thomas began his professional career with the accounting
firm of Touche Ross. Mr. Thomas graduated from Westminister College in Salt
Lake City, Utah with a B.S. degree in 1976 and from the University of Utah
with an M.B.A. in 1979.
Rob M. Karz, age 40, Vice President and a Director of Greatlender has, since
July 1992, has acted as president and co-founder of Intermountain Mortgage
Company located in Park City and Salt Lake City, Utah. Prior to forming
Intermountain Mortgage Company, Mr. Karz was involved in the real estate and
mortgage business with local and national companies. Mr. Karz received a
bachelor of arts degree from Gettysburg College in 1981.
During the past five years, no present or former director, executive officer
or person nominated to become a director or an executive officer of the
Company:
(1) filed a petition under the federal bankruptcy laws or any state
insolvency law, nor had a receiver, fiscal agent or similar officer appointed
by a court for the business or property of such person, or any partnership in
which he was a general partner at or within two years before the time of such
filing, or any corporation or business association of which he was an
executive officer at or within two years before the time of such filing;
(2) was convicted in a criminal proceeding or named subject of a
pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining him from or otherwise
limiting, the following activities:
(i) acting as a futures commission merchant, introducing
broker, commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, associated person of any of the foregoing, or
as an investment advisor, underwriter, broker or dealer in securities, or as
an affiliate person, director or employee of any investment company, or
engaging in or continuing any conduct or practice in connection with such
activity;
(ii) engaging in any type of business practice; or
<PAGE>13
(iii) engaging in any activity in connection with the purchase
or sale of any security or commodity or in connection with any violation of
federal or state securities laws or federal commodities laws;
(4) was the subject of any order, judgment, or decree, not
subsequently reversed, suspended, or vacated, of any federal or state
authority barring, suspending, or otherwise limiting for more than 60 days
the right of such person to engage in any activity described above under this
Item, or to be associated with persons engaged in any such activity;
(5) was found by a court of competent jurisdiction in a civil action
or by the Securities and Exchange Commission to have violated any federal or
state securities law, and the judgment in such civil action or finding by the
Securities and Exchange Commission has not been subsequently reversed,
suspended, or vacated.
(6) was found by a court of competent jurisdiction in a civil action
or by the Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgment in such civil action or finding by the
Commodity Futures Trading Commission has not been subsequently reversed,
suspended or vacated.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth as of June 30, 2000, the name and the
number of shares of the Company's Common Stock, par value $0.001 per share,
held of record or beneficially by each person who held of record, or was
known by the Company to own beneficially, more than 5% of the 1,000,000 issued
and outstanding shares of the Company's Common Stock, and the name and
shareholdings of each director and of all officers and directors as a group
and a pro forma presentation of the share holdings of officers, directors and
nominees assuming the issuance of an additional 1,000,000 and the sale of the
maximum offering of 2,000,000 Shares in this Offering.
Amount and Proforma Proforma
Nature of Assuming Assuming
Title Name of Beneficial Percent 1,000,000 2,000,000
of Class Beneficial Ownership(1) of Class Shares sold Shares Sold
Management:
Common Joe Thomas 500,000 33.3% 20.0% 14.3%
Common Robert Karz 500,000 33.3% 20.0% 14.3%
All Officers,
Directors and
Nominees as a
Group (2 persons) 1,000,000 66.6% 40.0% 28.6%
Principal Shareholder:
Common Harvey Carmichael 500,000 33.3% 20.0% 14.3%
<PAGE>14
ITEM 12. DESCRIPTION OF SECURITIES
The Company is authorized to issue 50,000,000 shares of Common Stock, par
value $0.001 per share.
Common Stock
The holders of Common Stock are entitled to one vote per share on each
matter submitted to a vote at any meeting of shareholders. Shares of Common
Stock do not carry cumulative voting rights and, therefore, a majority of the
shares of outstanding Common Stock will be able to elect the entire board of
directors and, if they do so, minority shareholders would not be able to elect
any persons to the board of directors. The Company's bylaws provide that a
majority of the issued and outstanding shares of the Company constitutes a
quorum for shareholders' meetings, except with respect to certain matters for
which a greater percentage quorum is required by statute or the bylaws.
Shareholders of the Company have no preemptive rights to acquire additional
shares of Common Stock or other securities. The Common Stock is not subject
to redemption and carries no subscription or conversion rights. In the event
of liquidation of the Company, the shares of Common Stock are entitled to
share equally in corporate assets after satisfaction of all liabilities.
Holders of Common Stock are entitled to receive such dividends as the board
of directors may from time to time declare out of funds legally available for
the payment of dividends. The Company seeks growth and expansion of its
business through the reinvestment of profits, if any, and does not anticipate
that it will pay dividends in the foreseeable future.
Preferred Stock
Shares of Preferred Stock may be issued in one or more series or classes,
with each series or class having the rights and privileges respecting voting
rights, preferences as to dividends and liquidation, conversion rights, and
other rights of such series as determined by the board of directors at the
time of issuance. There are several possible uses for shares of Preferred
Stock, including expediting financing and minimizing the impact of a hostile
takeover attempt. The Company has no present plans to issue any new shares
of Preferred Stock.
Authority to Issue Stock
The board of directors has the authority to issue the authorized but unissued
shares of Common Stock without action by the shareholders. The issuance of
such shares would reduce the percentage ownership held by persons purchasing
Shares in this Offering and may dilute the book value of the then existing
shareholders.
Shares Eligible for Future Sale
In August 1999 the Company issued 1,000,000 shares to individuals on the
formation of the Company. All of such shares are "restricted securities" as
<PAGE>15
defined under rule 144 promulgated under the Securities Act. Rule 144
provides, in essence, that as long as there is publicly available current
information about the Company, restricted securities for which a period of
one year has lapsed since the later of the date of acquisition from the issuer
or from an affiliate of the issuer may sell in each 90 day period, providing
he is not a part of a group acting in concert, an amount equal to the greater
of the average weekly trading volume of the stock during the four calendar
weeks preceding the sale or 1% of the Company's issued and outstanding Common
Stock, provided that the seller meets the other conditions of Rule 144
respecting manner of sale, filing a notice with the Securities and Exchange
Commission and other items. Consequently, in August 2000, the 1,000,000
shares held by current shareholders, including officers and directors, may
become eligible for resale.
The potential for sale of restricted securities may have a depressive effect
on any trading market that may exist for the Company's Common Stock.
Registrar and Transfer Agent
The Company acts as its own transfer agent. Upon the closing of the Offering
the Company will use Interwest Stock Transfer Company in Salt Lake City, Utah.
ITEM 13. INTEREST OF NAMED EXPERTS AND COUNSEL
No expert or counsel to the Company has been hired on a contingent
basis, will receive a direct or indirect interest in the Company, or was or
will be a promoter, underwriter, voting trustee, director, officer or employee
of the Company. Legal services in connection with the offering were provided
by James N. Barber, Esq., Suite 100, Bank One Tower, 50 West Broadway, Salt
Lake City, UT 84101, and David T. Thomson, P.C., C.P.A. has audited the
financial statements included herein.
ITEM 14. DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES.
Article IX of the Articles of Incorporation of Greatlender require the
corporation to indemnify each director and officer against all liabilities and
expenses reasonably incurred in connection with any action, suit or proceeding
to which he may be made a party because of the fact that he is or was a
director or officer of the corporation to the full extent permitted by Nevada
law. The corporation may advance expenses incurred in defense of any such
claims if the subject officers or directors sign an undertaking to repay those
amounts if it is determined by a court of competent jurisdiction that he is
not entitle to be indemnified by Greatlender.
Greatlender has been advised that in the opinion of the Securities and
Exchange Commission indemnification of officers and directors for liabilities
arising under the Securities Act of 1933 is against public policy as expressed
in the Act and is, therefore, unenforceable. Greatlender has undertaken that
in the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
<PAGE>16
any action, suit or proceeding) is asserted by any such person in connection
with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precendent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
ITEM 15. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
In August of 1999 Joe Thomas and Robert Karz, officers, directors founders
and promoters of the Company, acting as the Board of Directors of the
Company, adopted a resolution awarding 500,000 common shares of the Company to
each of them as compensation for their services in forming the Company,
conceiving its business plan, and providing $5,000 in initial capital to
accomplish those tasks.
On May 25, 2000 the Board authorized the sale of an additional 500,000 common
shares to Harvey Carmichael at $.01 per share for total consideration of
$5,000 in cash.
These transactions were not entered into at arms length. The number of
shares issued was without regard to the actual value of the services performed
and the cash, received for them. Nevertheless, the Board valued the cash and
services of each recipient of shares in excess of $500, the par value of the
stock.
ITEM 16. DESCRIPTION OF BUSINESS
The Company was originally conceived of as a full online mortgage broker by
Robert Karz and Joe Thomas, principals in Intermountain Mortgage Company of
Park City, Utah. Upon further reflection, however, the founders decided that
since they were already involved in a licensed mortgage company which relied
on realtors and housing contractors for business leads, it would be wasteful
and unnecessary to duplicate the structure of that business for the sole
purpose of establishing an internet mortgage placement service. Accordingly,
they formed Greatlender.com, Inc. for the sole purpose of creating an
attractive web site to attract consumer mortgage business, and caused it to
enter into an agreement by which Greatlender contracted the services of
Intermountain Mortgage Company in processing the applications received via
Greatlender's internet web site and placing them with mortgage lenders for a
fee of one-half point of the loan amount, that is, a fee of approximately .5%
(.005) of the face value of each mortgage sold. A copy of this agreement is
found as an exhibit to this Prospectus.
With the development of the Internet, and its access to a nationwide market
from one location, and the cost savings which can be obtained by not having
to pay commissions to mortgage brokers, the online mortgage banking business
is able to offer lower rates and fees than the traditional mortgage banking
business.
Greatlender and Intermountain feel now is the time for it to create an
online mortgage business. There is presently tremendous interest in online
<PAGE>17
mortgage banking from the public as newspaper and television stories are
presented on the new industry. Additionally, several of the large national
online mortgage businesses are advertising on the advantage of obtaining a
mortgage over the Internet. This has created an existing interest in
consumers which the Company hopes to capitalize upon and to use the knowledge
learned through the founders experience with Intermountain.
Marketing
The most difficult task facing the Company will be competing against the
large advertising dollars being spent by other online mortgage banking
companies. One of the difficulties in establishing a successful Internet site
is directing potential customers to a site. With the expansion of Internet
commerce, there is tremendous competition for customers and establishing a
brand name. Because of this competition for customers, much of the initial
business attention from Internet companies is on brand recognition and
advertising rather than generating profits. This brand recognition has
created a situation where advertising has become costly over the Internet as
well as with traditional media.
The Company hopes to be able to compete by using many of its current
advertising methods and focusing on local levels to generate initial interest
and revenue in the Company. As well as seeking applications online,
Greatlender will continue to focus on developing online access to real estate
professionals including real estate agents who have the most
contact with home buyers in marketing the Company's services. Media
advertising will be focused on local areas where the Company is expanding its
operations. Initial advertising will be aimed at the local real estate
sections of newspapers and when justified local television. Additionally,
the Company will use mailings to contractors and real estate professionals to
show them the advantages their clients can receive by using the Company's
services.
The Company's success will be dependent on attracting customers to this new
method of obtaining a mortgage loan. The Company is hopeful that the reduced
fees associated with using an online mortgage broker will encourage many real
estate professionals to refer their clientele to the Company. The Company's
biggest obstacle will be from other online mortgage brokers who are either
themselves larger than the Company or are a subsidiary of a large company.
These companies will be able to generate far more traffic to their site. The
Company is hopeful, however, by focusing on the fundamentals of its business
and keeping its cost low it will be able to offer competitive rates on fees
which should encourage customers to chose its services.
Trademarks
The Company intends to apply for trademark protection on its name as well as
that of any subsidiaries it forms. The Company has secured the domain name
"Greatlender.com."
<PAGE>18
Seasonality
The mortgage business tends to be somewhat secular with the spring and summer
months being busier as people tend to wait until school is out prior to any
moves. As the Company expands into the secondary mortgage area offering
seconds and other loan packages, the seasonality should be alleviated.
Regulations
There are not significant regulations covering the mortgage industry at this
time. The mortgage industry is generally handled on a state by state
regulatory basis with each state imposing its own licensing requirements.
Intermountain Mortgage Company is fully licensed to operate as a mortgage
company in Utah. Accordingly, Greatlender intends to initially offer
mortgages in the States of Utah. The State of Nevada requirements are
substantially more complicated but Intermountain and Greatlender, if we are
advised that it too must be licensed, does not foresee any problems with
obtaining the necessary licenses. There can be no assurance that regulations
will not develop in the future that will change the Company's ability to
engage in the mortgage industry or that will negatively affect the Company's
profitability in the future.
Competition
The Company faces competition from local mortgage companies and from large
national mortgage companies and upstarts which have substantial financial
backing. With the national capabilities of the Internet, the Company will be
competing against companies in its own geographical location and with
companies across the nation. Essentially, once proper licenses are obtained,
a company in any geographical location in the United States will be able to
compete against the Company. The Company feels it is still to early to
foresee how the competition will affect its business. One issue the Company
is concerned about is statistics that suggest small retailers will account
for only 9% of Internet commerce. This indicates that either the small
retailer is not yet embracing the Internet or doing so ineffective or that the
large dollars being spent on Internet commerce by the larger competitors is
garnishing the lion share of Internet commerce. The Company feels until its
business model is tried for a period of time it is to early to predict its
success.
Facilities
The Company will initially utilize space provided by a related corporation,
Intermountain Mortgage. The facilities will initially be available upon a
rent free basis until the Company is in an operational position. Once
operational, the Company will be allocated a portion of Intermountain's rent
overhead based on the portion of the facility utilized. Currently,
Intermountain pays $14.50 per square foot. As its operations expand and as
warranted, the Company will lease separate office space. The Company hopes to
keep its overhead down and does not anticipate leasing grade A office space.
Instead, the Company will focus on office space aimed at handling high volume
of calls and computer terminals. Greatlender presently has no employees and
<PAGE>19
is operated exclusively by its officers. This situation will persist during
the foreseeable future until we generate sufficient revenues from operation to
pay employees to deal exclusively with the internet referrals and applications
we hope to generate.
ITEM 17. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Greatlender.com, Inc. is a start-up corporation which has conducted no active
business operations. The Company's founders are owners, officers and
directors of an existing commercial mortgage corporation whose business is to
find mortgage loans for retail commercial and residential borrowers.
Management has seen the development of a significant shift in the mortgage
business to Internet based operations who advertise their services on
dedicated Internet web pages, communicate with potential retail customers via
e-mail and through direct telephonic communications, and who obtain
application documents through the Internet. Thereupon, they attempt to place
mortgage loans for these customers through banks, savings and loans and other
commercial mortgage providers, charging a fee for the placement services.
Over the last two years there has been a significant shift of the mortgage
origination business to the Internet, and the Company's founders believe
Internet mortgage operations can provide a fair return on capital expended to
register mortgage-related web sites, develop attractive web pages and provide
the minimal computer hardware and appropriate software to be used in
communicating with customers and placing their applications with qualified
lenders.
Because the cash outlays will be modest, management believes the Company can
operate for no less than one year if the minimum number of shares offered
hereby are sold. If that minimum is not reached, all money received from
investors will be returned, without interest. Management is prepared to fund
the Company's operations until it can be ascertained whether the minimum
number of shares offered hereby can be sold.
We do not contemplate spending significant sums on research and development in
excess of amounts necessary to establish an attractive format for the
Greatlender.com web site. The business of the Company will be conducted by
its founder, officers and directors.
DESCRIPTION OF PROPERTY
We do not own any interests in real property. The Company operates out of
rented premises located at 3191 South Valley Street, #201, Salt Lake City, UT
84109 on a month-to-month tenancy. Since the Company's business will all be
done via telephone and over the Internet, no substantial business presence is
required. The Company owns computer equipment adequate to serve its needs.
We do not anticipate investing in real estate or interests in real estate,
real estate mortgages or securities of or interests in persons primarily
engaged in real estate activities.
<PAGE>20
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The only transactions between the Company and its officers, directors, control
stockholders, or any nominee for election as a directors were the transactions
by which 500,000 common shares were issued to Joe Thomas and 500,000 shares
were issued to Robert Karz for their services in founding the corporation,
the services it is anticipated they will provide to the corporation, and
$5,000 cash. On May 25, 2000 the Board authorized the sale of an additional
500,000 common shares to Harvey Carmichael in exchange for $5,000 cash.
These transactions were not entered into at arms length. The number of shares
issued to the founders was determined on the basis of the $.001 par value of
the shares, the fact that the founders formed the corporation and conceived,
and will execute its business plan, and their desire to retain control of the
Company after sale of the shares offered hereby to raise start-up capital.
The Board of Directors valued the services performed, and to be performed, and
the cash consideration by the founders, and the capital contributed by Mr.
Carmichael, who is a loan officer at Intermountain Mortgage, at a sum in
excess of the par value of the shares issued to them.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is presently no market for common shares of Greatlender.com, Inc. The
shares are not now, and have never been traded on any securities exchange or
other market, and no assurance can be given that a trading market in
Greatlender shares will ever develop. See "Risk Factors" herein. There are no
existing options or warrants entitling any person to purchase common shares of
Greatlender. There are 1,500,000 common shares which will be eligible to be
sold, in limited quantities, beginning in June of 2001. Sale of any
substantial number of these shares could have a substantial depressive effect
on the bid price of Greatlender shares in any market which might develop.
Greatlender has not agreed to register any of the outstanding common shares of
the Company under the Securities Act of 1933. At the present time, all of our
outstanding shares are held by three (3) beneficial owners. No dividends on
common shares have been declared since Greatlender was organized and, though
are no restrictions on our ability to declare dividends, the Board does not
intend to declare dividends on common shares in the foreseeable future.
EXECUTIVE COMPENSATION
At this time none of our officers or directors are receiving any
remuneration.
There are no annuity, pension or retirement benefits proposed to be paid
to officers, directors, or employees of the corporation pursuant to any
presently existing plan provided or contributed to by the Company. No
remuneration is proposed to be paid to any officer or director pursuant to
any existing plan. The Board of Directors will consider paying reasonable
compensation to officers and directors who perform the Company's business, but
will do so only out of operating revenues, should any such revenues be
receive.
<PAGE>21
FINANCIAL STATEMENTS
David T. Thomson P.C.
Certified Public Accountant
P.O. Box 571605 Murray, Utah 84157 (801) 966-9481
INDEPENDENT ACCOUNTANT'S REVIEW REPORT
Board of Directors and Shareholders
Greatlender.com, Inc.
Salt Lake City, Utah
I have reviewed the accompanying balance sheet of Greatlender.com, Inc, as of
June 30, 2000, and The related statements of operations, and cash flows for
the six months ended June 30, 2000 and 1999. These financial statements are
the responsibility of the management of Greatlender.com, Inc.
I conducted my review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial statements consist principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit in
accordance with generally accepted auditing standards, the objective of which
is the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, I do not express such an opinion.
Based on my review, I am not aware of any material modifications that should
be made to the accompanying. financial statements in order for them to be 'in
community with generally accepted accounting principles.
Sale Lake City, Utah
September 11, 2000
<PAGE>
GREATLENDER.COM, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
FROM INCEPTION (AUGUST 13, 1999) TO DECEMBER 31,1999
WITH
INDEPENDENT AUDITOR'S REPORT
<PAGE>
GREATLENDER.COM INC.
(A Development Stage Company)
CONTENTS
PAGE
Independent Auditor's Report 1
Balance Sheets 2
Statements of Operations 3
Statement of Stockholders' Equity 4
Statements of Cash Flows 5
Notes to Financial Statements 6
<PAGE>
David T. Thomson
P.C.
Certified Public Accountant
P.O. Box 571605 Murray, Utah 84157 (801) 966-9481
Independent Auditor's Report
Board of Directors
Greatlender.com, inc.
I have audited the accompanying balance sheet of Greatlender.com, Inc. (a
development stage company) as of December 31, 1999 and the related
statements of operations, stockholders' equity and cash flows from inception
(August 13, 1999) to December 31, 1999. These financial statements are the
responsibility of the Company's management. My responsibility is to express
an opinion on the financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurances about whether the financial statements are free
of material misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Greatlender.com, Inc. (a
development stage company) as of December 31, 1999, and the results of its
operations and its cash flows from Inception (August 13, 1999) to December
31, 1999 in conformity with generally accepted accounting principles.
As discussed on Note 1, the Company has been in the development stage since
its inception on August 13, 1,999. The Company has limited operating capital
with current assets exceeding current liabilities by $4,439 and no
operations. Realization of a major portion of the assets is dependent upon
the Company's ability to meet its future financing requirements, and the
success of future operations. These factors raise substantial doubt about
the Company's ability to continue as a going concern.
Salt Lake City, Utah
June 16, 2000
<PAGE>
GREATLENDER.COM, INC.
(A Development Stage Company)
BALANCE SHEET
ASSETS
June 30, December 31,
2000 1999
(Unaudited)
CURRENT ASSETS:
Cash on hand $ 5,121 $1,617
Deferred offering costs 4,318 3,508
Total Current Assets 9,439 5,125
TOTAL ASSETS $9,439 $5,125
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable - $686
Total Current Liabilities - 686
STOCKHOLDERS' EQUITY:
Preferred stock; $.001 par value,
5,000,000 shares authorized, no
shares issued and outstanding - -
Common stock, S.001 par value, 50,000,000
shares authorized, 1,500,000 and 1,000,000
shares issued and outstanding respectively 1,600 1,000
Additional paid-in capital 8,500 4,000
Earnings (deficit) accumulated during the
development stage (561) (561)
Total Stockholders' equity 9,439 4,439
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $9,439 $6,125
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
GREATLENDER.COM, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the For the From From
Six Months Six Months Inception
Inception Ended Ended (August
13, (August 13,
1999) 1999)
June 30, June 30, to December 31, June 30,
2000 1999 1999 2000
(Unaudited) (Unaudited) (Unaudited)
REVENUE $ - $ - $ - $ -
EXPENSES
Bank charges - - 14 14
Professional fees - - 547 547
Total expenses - - 561 661
NET INCOME (LOSS) $ - $ - $(561) (561)
EARNINGS (LOSS) PER SHARE (0.00) (0.00) (0.00) (0.00)
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
GREATLENDER.COM. INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
From
Inception
Common Stock Additional (August 13, 1999)
Paid-in to March 31,
Shares Amount Capital 2000
BALANCE,
August 13, 1999
(inception) - $ - $ - $ -
Shares issued for cash
at $.006 per share,
August 13,1999 1,000,000 1,000 4,000 -
Net income (loss)
from August 13, 1999
(inception)
to December 31, 1999 - - - (561)
BALANCE,
December 31, 1999 1,000,000 1,000 4,000 (561)
Shares issued for cash
at $.01 per share,
May 25, 2000
(Unaudited) 500,000 500 4,500 -
Net income (loss) for
the six months ended
June 30, 2000
(Unaudited) - - - -
BALANCE,
June 30, 2000
(Unaudited) 1,500,000 1,500 8,500 (561)
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
GREATLENDER.COM, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the For the From From
Six Months Six Months Inception
Inception Ended Ended (August
13, (August 13,
1999) 1999)
June 30, June 30, to December 31, June 30,
2000 1999 1999 2000
(Unaudited) (Unaudited) (Unaudited)
CASH Flows FROM OPERATING ACTIVITIES:
Cash paid for expenses $ (1,496) $ - $ (3,383) $ (4,879)
Total cash Used in
operating activities $ (1,496) $ - $ (3,383) $ (4,879)
CASH FLOW PROM INVESTING ACTIVITIES:
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common
stock for cash 5,000 - 5,000 10,000
Total cash provided
by financing activities 5,000 - 5,000 10,000
NET INCREASE (DECREASE)
IN CASH 3,504 - 1,617 5,121
CASH- BEGINNING OF PERIOD 1,617 - - -
CASH- END OF PERIOD $5,121 - 1,617 5,121
RECONCILIATION OF NET INCOME
(LOSS) TO NET CASH PROVIDED
(USED) BY OPERATING ACTIVITIES
NET INCOME (LOSS) $ - $ - $ (561) $ (561)
Adjustment to reconcile net
income (loss) to net cash
provided (used) by operating
activities
Changes in assets and
liabilities
Increase in deferred
offering costs (810) - (3,508) (4,318)
Increase (decrease)
in accounts payable (696) - 686 -
Total Adjustments (1,496) - (2,822)
(4,318)
NET CASH PROVIDED (USED)
BY OPERATING ACTIVITIES (1,496) $ - $(3,383)
$(4,879)
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
GREATLENDER.COM INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Information with respect to June 30,2000 and for the six months then ended
is unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Greatlender.com, Inc. (The Company) was organized under the
laws of the State of Nevada on August 13, 1999 and has elected a fiscal year
end of December 31st . The Company was formed to pursue the development of
an interact based mortgage company. The Company believes that now is the
time to establish a brand present on the interest for mortgage loans. The
Company has not commenced planned principle operations and is considered a
development stage company as defined in SPAS No. 7. The Company, has at the
present time, not paid any dividends and any dividends that may be paid in the
future will depend upon the financial requirements of The Company and other
relevant factors.
Net Earnings Per Share - The computation of net income (loss) per share of
common stock is based on the weighted average number of shares outstanding
during the period presented.
Income Taxes - Due to no operations or net income at December 31, 1999, no
provisions for income taxes has been made. There are no deferred income
taxes resulting from income and expense items being reported for- financial
accounting and tax reporting purposes in different periods.
Cash and Cash Equivalents - For purposes of the statement of cash flows, The
Company considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents. The Company has had
no noncash investing or financing activities
Use of Estimates - 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 the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Unaudited Interim Information - In the opinion of management the unaudited
financial statements reflect all adjustments, consisting only of normal
adjustments, necessary to present fairly, the financial position of The
Company at June 30, 2000 -and 1999 and the results of operations and cash
flows for the six months then ended- The results of operations and cash flows
for the six months ended June 30, 2000 should not necessarily be taken as
indicative of the results of operations and cash flows for the entire year
ended December 31, 2000.
NOTE 2 - COMMON STOCK TRANSACTIONS
The Company on August 13, 1999 (inception) issued 1,000,000 of S-00 I par
value common stock for $5,000. On May 25, 2000, The Company sold 500,000
shares of its S.001 par value common stock to an individual at S.0 I per
share for a total of $5,000.
6
<PAGE>
Greatlender.com, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(information with aspect to June 30, 2000 and for the six months then ended
is unaudited)
NOTE 3 - RELATED PARTY TRANSACTIONS
An officer is providing free office space to the Company, the free rent was
determined to have only nominal value. The Company has no employees. As of
December 31, 1999 no compensation has been paid or accrued to any officer, or
directors of the Corporation bemuse it is of a nominal value.
NOTE 4 - PROPOSED LIMITED OFFERING OF THE COMPANY'S COMMON STOCK
The Company is in the process of preparing a Registration Statement on form
SB-2 under the Securities Act of 1933, for the sale of its common. Under the
offering, The Company will sell a minimum of 700,000 shares of common stock
at a price of $.05 per share for $35,000 up to a maximum of 2,000,000 shares
of common stock at S.05 per sham for $100,000. The stock is being offered by
The Company directly on a best efforts, minimum 700,000 shares to a maximum
2,000,000 shares basis with no commissions received by any person. The
company estimates the direct costs of the offering to be $10,000. The length
of the offering is for 180 days and the length can be extend by The Company
for up to an additional 30 days.
NOTE 5 - INCOME TAXES
At December 31, 1999, The Company bad a net federal operating loss (NOL) of
$561 which can be carried forward to offset operating income. The NOL will
expire, in the years 2019. A valuation allowances of $84 has been
established for the deferred tax asset associated with the above NOL, The
change in the NOL allowance for 1999 was $84.
<PAGE>
GREATLENDER.COM, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
FROM INCEPTION (AUGUST 13, 1999) TO DECEMBER 31, 1999
WITH
INDEPENDENT AUDITOR'S REPORT
<PAGE>
GREATLENDER.COM, INC.
(A Development Stage Company)
CONTENTS PAGE
Independent Auditor's Report 1
Balance Sheets 2
Statements of Operations 3
Statement of Stockholders' Equity 4
Statements of Cash Flows 5
Notes to Financial Statements 6
<PAGE>
Independent Auditor's Report
Board of Directors
Greatlender.com, inc.
I have audited the accompanying balance sheet of Greatlender.com, Inc. (a
development stage company) as of December 31, 1999 and the related statements
of operations, stockholders' equity and cash flows from inception (August 13,
1999) to December 31, 1999. These financial statements are the responsibility
of the Company's management. My responsibility is to express
an opinion on the financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Greatlender.com, Inc. (a
development stage company) as of December 31, 1999, and the results of its
operations and its cash flows from Inception (August 13, 1999) to
December 31, 1999 in conformity with generally accepted accounting principles.
As discussed on Note 1, the Company has been in the development stage since
its inception on August 13, 1999. The Company has limited operating capital
with current assets exceeding current liabilities by $4,439 and no
operations.
Realization of a major portion of the assets is dependent upon the Company's
ability to meet its future financing requirements, and the success of future
operations. These factors raise substantial doubt about the Company's ability
to continue as a going concern.
Salt Lake City, Utah
June 16, 2000
GREATLENDER.COM, INC.
(A Development Stage Company)
BALANCE SHEET
ASSETS March 31, December 31,
2000 1999
(Unaudited)
CURRENT ASSETS:
Cash on hand $931 $1,617
Deferred offering costs 3,508 3,508
Total Current Assets 4,439 5,125
TOTAL ASSETS $4,439 $5,125
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $0 $686
Total Current Liabilities 0 686
STOCKHOLDERS' EQUITY:
Preferred stock; $.001 par value,
5,000,000 shares authorized, no
shares issued and outstanding 0 0
Common stock; $.001 par value, 50,000,000
shares authorized, 1,000,000 shares
issued and outstanding 1,000 1,000
Additional paid-in capital 4,000 4,000
Earnings (deficit) accumulated during the
development stage (561) (561)
Total Stockholders' Equity 4,439 4,439
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $4,439 $5,125
<PAGE>
GREATLENDER.COM, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the For the
Three Three From From
Months Months Inception Inception
Ended Ended (8-13-99)to
(8-13-99)to
March 31, March 31, December March 31,
2000 1999 31, 1999 2000
(Unaudited) (Unaudited)
(unaudited)
REVENUE $0 $0 $0 $0
EXPENSES
Bank charges 0 0 14 14
Professional fees 0 0 547 547
Total expenses 0 0 561 561
NET INCOME (LOSS) $0 $0 $(561) $(561)
EARNINGS (LOSS)
PER SHARE $0.00 $0.00 $0.00 $0.00
<PAGE>
GREATLENDER.COM, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the For the
Three Three From From
Months Months Inception Inception
Ended Ended (08-13-99) to (8-13-99)to
March 31, March 31, December March 31,
2000 1999 31, 1999 2000
(Unaudited) (Unaudited) (unaudited)
CASH FLOWS
FROM OPERATING
ACTIVITIES:
Cash paid for expenses (686) 0 (3,383) (4,069)
Total cash used in
operating activities (686) 0 (3,383) (4,069)
CASH FLOW FROM
INVESTING ACTIVITIES: 0 0 0 0
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common
stock for cash 0 0 5,000 5,000
Total cash provided
by financing activities 0 0 5,000 5,000
NET INCREASE
(DECREASE) IN CASH (686) 0 1,617 931
CASH - BEGINNING
OF PERIOD 1,617 0 0 0
CASH - END OF PERIOD $931 $0 $1,617 $931
RECONCILIATION OF NET
INCOME (LOSS) TO
NET CASH
PROVIDED (USED) BY
OPERATING ACTIVITIES
NET INCOME (LOSS) $0 $0 $(561) $(561)
Adjustment to reconcile
net income (loss) to net
cash provided (used) by
operating activities
Changes in assets and
liabilities
Increase in deferred
offering costs 0 0 (3,508) (3,508)
Increase (decrease)
in accounts payable (686) 0 686 0
Total Adjustments (686) 0 (2,822) (3,508)
NET CASH PROVIDED (USED)
BY OPERATING ACTIVITIES $(686) $0 $(3,383) $(4,069)
<PAGE>
GREATLENDER.COM, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
From
Inception
Common stock Additional (August 13,1999)
Paid-In To March 31,
Shares Amount Capital 2000
BALANCE,
August 13, 1999
(inception) 0 $0 $0 0
Shares issued for
cash at $.005 per
share, August 13,
1999 1,000,000 1,000 4,000 0
Net income (loss)
from August 13, 1999
(inception) to
December 31, 1999 0 0 0 (561)
BALANCE,
December 31, 1999 1,000,000 1,000 4,000 (561)
Net income (loss)
for the three month
ended March 31,
2000 (Unaudited) 0 0 0 0
BALANCE,
March 31, 2000
(Unaudited) 1,000,000 $1,000 $4,000 $(561)
<PAGE>
GREATLENDER.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Greatlender.com, Inc. (The Company) was
organized under the laws of the State of Nevada on August 13, 1999 and has
elected a fiscal year end of December 31st . The Company was formed to
pursue the development of an Internet based mortgage company. The Company
believes that now is the time to establish a brand present on the Internet for
mortgage loans. The Company has not commenced planned principle operations
and is considered a development stage company as defined
in SFAS No. 7. The Company, has at the present time, not paid any dividends
and any dividends that may be paid in the future will depend upon the
financial requirements of The Company and other relevant factors.
Net Earnings Per Share - The computation of net income (loss)
per share of common stock is based on the weighted average number of shares
outstanding during the period presented.
Income Taxes - Due to no operations or net income at December 31,
1999, no provisions for income taxes has been made. There are no deferred
income taxes resulting from income and expense items being reported for
financial accounting and tax reporting purposes in different periods.
Cash and Cash Equivalents - For purposes of the statement of cash
flows, The Company considers all highly liquid debt instruments purchased
with a maturity of three months or less to be cash equivalents. The
Company has had no noncash investing or financing activities.
Use of Estimates - 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 the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
Unaudited Interim Information - In the opinion of management, the
unaudited financial statements reflect all adjustments, consisting only of
normal adjustments, necessary to present fairly, the financial position of
The Company at March 31, 2000 and 1999 and the results of operations
and cash flows for the three months then ended. The results of operations and
cash flows for the three months ended March 31, 2000 should not necessarily
be taken as indicative of the results of operations and cash flows for the
entire year ended December 31, 2000.
NOTE 2 - COMMON STOCK TRANSACTIONS
The Company on August 13, 1999 (inception) issued 1,000,000 of
$.001 par value common stock for $5,000.
NOTE 3 - RELATED PARTY TRANSACTIONS
An officer is providing free office space to The Company, the
free rent was determined to have only nominal value. The Company has no
employees. As of December 31, 1999 no compensation has been paid or accrued
to any officers or directors of the Corporation because it is of a
nominal value.
GREATLENDER.COM, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - PROPOSED LIMITED OFFERING OF THE COMPANY'S COMMON
STOCK
The Company is in the process of preparing a Registration Statement
on form SB-2 under the Securities Act of 1933, for the sale of its common.
Under the offering, The Company will sell a minimum of 700,000 shares
of common stock at a price of $.05 per share for $35,000 up to a maximum of
2,000,000 shares of common stock at $.05 per share for $100,000. The stock
is being offered by The Company directly on a best efforts, minimum 700,000
shares to a maximum 2,000,000 shares basis with no commissions received by
any person.
The company estimates the direct costs of the offering to be
$10,000. The length of the offering is for 180 days and the length can be
extend by The Company for up to an additional 30 days.
NOTE 5 - SUBSEQUENT EVENT
On May 25, 2000, The Company sold 500,000 shares of its $.001 par
value common stock to an individual at $.01 per share for a total of $5,000.
NOTE 6 - INCOME TAXES
At December 31, 1999, The Company had a net federal operating loss (NOL) of
$561 which can be carried forward to offset operating income. The NOL will
expire in the years 2019. A valuation allowances of $84 has been established
for the deferred tax asset associated with the above NOL. The
change in the NOL allowance for 1999 was $84.
<PAGE>
ITEM 23. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Since Greatlender.com, Inc. was formed, the principal independent
accountant for the Company has neither resigned or declined to stand for
reelection, or has any accountant been dismissed. There have been no
disagreements between the Company and its auditor on any manner of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which would have caused the auditor to make reference to the
subject matter of the disagreement in connection with its report.
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
There is no provision of our Certificate of Incorporation or Bylaws, or
any statute, contract or other arrangement which contains any provision that
insures or indemnifies any controlling person, officer or director from any
liability related to the individual's service in that capacity.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Information on this item is set forth in the Prospectus under the
heading "Use of Proceeds."
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
On August 15, 1999, the Board of Directors authorized the issuance of 500,000
common shares each to Joe Thomas and Robert Karz, officers, directors and
founders of the Company. On May 25, 2000, the Board authorized the sale of
an additional 500,000 common shares to Harvey Carmichael for $5,000 cash.
These shares were issued without registration under the Securities Act of
1933 (the "1933 Act") in reliance on Section 4(2) of the 1933 Act which
exempts transactions by an issuer not involving any public offering from the
registration requirements of the Act. The Company relies on the following
facts to support its claim to entitlement of that exemption.
1. The officers and directors who are purchasing shares are fully
apprized of the fact that the Company has no significant assets, has conducted
no business, and is a start-up venture with nothing more than a speculative
business plan.
2. As a result of the foregoing, the purchasers of these shares are not
in need of the protection which would be afforded by registration under the
Securities Act of 1933.
3. The purchasers have been advised that the shares, when issued, will
be "restricted securities" as that phrase is defined by paragraph (a) of SEC
Rule 144 under the Act, and that in order for them to resell all or any part
of the shares, they will be required to abide by the conditions set forth in
that Rule.
<PAGE>
4. The purchasers have acknowledged that they purchased the shares for
their own accounts, for investment, not with a view to distribution.
5. Each of the purchasers has consented to the imposition of a legend
on the face of the certificates representing his shares to the effect that the
same may not be resold without registration or the availability of an
exemption from registration, and further consented to the placement of
stop-transfer orders against the shares until the Company is satisfied that
they are either subject to a registration statement under the Act or may be
sold pursuant to some applicable exemption from registration.
The shares were sold by management without the use of an underwriter.
No commissions were paid.
There have been no additional sales of shares of the Company.
ITEM 27. EXHIBITS
The Exhibits required by Item 601 of Regulation S-B and an index
thereto, are attached. Included in these Exhibits are the Certificate of
Incorporation, Bylaws, legal opinion by James N. Barber, corporate counsel
for the Company, consent and opinion of accountant.
ITEM 28. UNDERTAKINGS
The undersigned registrant hereby undertakes to:
(a)(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by section 10(a)(3) of the
Securities Act.
(ii) Reflect in the prospectus any facts or events which
individually or together, represent a fundamental change in the information
in the registration statement; and notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of the
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in the volume and price
represent no more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee " table in the effective
registration statement.
(iii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information
in the registrations statement; and notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregated, the changes in the volume and price
represent no more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective
registration statement.
(iv) Include any additional or changed material information on
the plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.
(3) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
(b) Provide to the underwriter at the closing specified in the
underwriting agreement certificates in such denominations and registered in
such names as required by the underwriter to permit prompt delivery to each
purchaser.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1922 (the "Act") may be permitted to directors, officers
and controlling persons of the small business issuer pursuant to the foregoing
provisions, or business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the small business issuer of expenses incurred or paid by a
director, officer or controlling person of the small business issuer in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the small business issuer will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
INDEX OF EXHIBITS
Name of Exhibit Exhibit No.
Certificate of Incorporation Exhibit 3.(i)
By-laws Exhibit 3.(ii)
Legal Opinion of James N. Barber Exhibit 5
Consents of Counsel and experts Exhibit 23
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form SB-2 and authorized this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Salt Lake City, State of Utah, On
June 30, 2000.
GREATLENDER.COM, INC.
By: /s/ Joe Thomas
Joe Thomas, President
SPECIAL POWER OF ATTORNEY
The undersigned constitute and appoint Joe Thomas his true and lawful
attorney-in-fact and agent with full power of substitution, for him and in
his name, place, and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this Form SB-2
Registration Statement, and to file the same with all exhibits thereto, and
all documents in connection therewith, with the Securities and Exchange
Commission, granting such attorney-in-fact the full power and authority to do
and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully and to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that such
attorney-in-fact may lawfully do or cause to be done by virtue hereof.
GREATLENDER.COM, INC.
/s/ Robert Karz
Robert Karz
Secretary/Treasurer and Director.
In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates stated:
Name Title Date
Joe Thomas, President, CEO,
Director Date: June 30, 2000
/s/ Joe Thomas
Joe Thomas
Secretary, Treasurer, Director Date: June 30, 2000.
/s/ Robert Karz
Robert Karz
