U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
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)
2046 E. Murray Holladay Road, Suite 202
Holladay, Utah 84117
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.
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.
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 $350
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.
ITEM 1. FRONT OF REGISTRATION STATEMENT AND
OUTSIDE FRONT COVER OF PROSPECTUS
GREATLENDER.COM, INC.
(A Nevada Corporation)
This Prospectus relates to the offering for cash (the "Offering") by
Greatlender.com, Inc., a Nevada corporation (the "Company"), of up to
2,000,000 shares of its common stock, par value $0.001 per share (the "Common
Stock"), at an Offering price of $0.05 per share.
The common stock offered hereby involves a high degree of risk to the
public investors and should be purchased only by persons who can afford to
lose their entire investment. The company recently began business
operations. There can be no assurance that the shares of common stock
purchased in this offering will be able to be resold at or near the offering
price. The public offering price has been arbitrarily determined by the
company based upon what it
believes purchasers of such speculative issues would be willing to pay for
the securities of the company and bears no relationship whatsoever to assets,
earnings, book value, or any other established criteria of value. (See "risk
factors" and "dilution")
These securities have not been approved or disapproved by the securities
and exchange commission nor the securities division of any state nor has the
commission or any state passed upon the accuracy or the adequacy of this
prospectus. Neither the secretary of State of Nevada as administrator of the
Nevada securities act nor any officer of the State of Nevada passed upon the
merits of these securities or upon the accuracy or completeness of this
prospectus. Any representation to the contrary is a criminal offense.
Offering price underwriting proceeds to
to public (1) commissions (2) the company (3)
Per share $0.05
$0.00 $0.05
Total $100,000.00
$0.00 $100,000.00
This prospectus does not constitute an offer or solicitation with
respect
to these securities by the company, by any person who may be considered to be
an underwriter; or any salesman in any state in which said offering or
solicitation is not authorized by the laws thereof; or in which the person
making said offer or solicitation is not qualified to act as dealer or broker
or otherwise to make such offer or solicitation.
The date of this prospectus is:
_____________________
(1) The Offering price of the Common Stock has been arbitrarily
determined by the Company. The price bears no relationship to the assets or
book value of the Company or to any other recognized criteria of value. (See
"Plan of Distribution.")
(2) The Common Stock is offered by the Company's officers and directors
on the terms described under the Caption "Plan of Distribution." There is no
assurance that any or all of the shares of Common Stock will be sold. The
Officers and directors will not be paid any commission on the sale of the
Common Stock. The Company believes that its officers and directors should
not be deemed to be broker-dealers in connection with the sale of the Common
Stock pursuant to Rule 3a4-1 promulgated by the Securities and Exchange
Commission. However, the Company has not received, and will not seek any
ruling to such effect from the Commission. The Company estimates offering
expenses of $10,000. (See "Plan of Distribution.")
(3) The Offering is being conducted on a "best efforts" basis. There
is no assurance that any or all of the Common Stock will be sold. The Common
Stock is being offered on a "best efforts" basis during a period of 180 days
from the date of this Prospectus, unless extended by the Company for up to an
additional 30 days. The Company reserves the right to close the
Offering at any time. All subscriptions are subject to acceptance by the
Company. Once a subscription is accepted by the Company, the proceeds from
the
sale of the Common Stock will be promptly deposited in the Company's accounts
and available for immediate use. If subscriptions are not accepted, the
related funds will be promptly returned to subscribers in full, without
paying
interest or deducting expenses. All subscribers' checks should be made
payable to "Greatlender.com."
No dealer, salesman or other person has been authorized to give any
information or to make any representation other than those contained in this
prospectus in connection with the offering of shares of common stock made
herein; practices to the contrary are a criminal offense, and, if given or
made, such information or representations must not be relied upon as having
been authorized by the company. Neither the delivery of the prospectus nor
any offer or sale made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the company
since
the date hereof. These shares of common stock are offered for cash subject
to
prior sale and withdrawal, cancellation or modification of the offer without
notice.
The common stock being sold pursuant to this prospectus is purely
speculative in nature and no guarantees or other warranties to the contrary
are made by the issuer.
ITEM 2. INSIDE FRONT AND OUTSIDE BACK COVER
OF PROSPECTUS
TABLE OF CONTENTS
Item Page
SUMMARY INFORMATION, RISK FACTORS, AND DILUTION. 4
INTRODUCTION 5
RISK FACTORS 5
DILUTION 8
USE OF PROCEEDS 9
NO TRADING MARKET 9
BUSINESS 9
The Company 9
Marketing 9
Trademarks 9
Seasonality 9
Regulations 11
Competition 11
Facilities 11
MANAGEMENT 11
PRINCIPAL
SHAREHOLDERS 14
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 15
LITIGATION 15
DESCRIPTION OF
SECURITIES 15
Common Stock 15
Preferred Stock 15
Authority to Issue Stock 16
Shares Eligible for Future Sale 16
Registrar and Transfer Agent 16
TERMS OF THE OFFERING 16
ACCOUNTING MATTERS 20
ADDITIONAL INFORMATION 21
FINANCIAL STATEMENTS A-1
ITEM 3. SUMMARY INFORMATION, RISK FACTORS, AND DILUTION
The following summary information is qualified in its entirety by the
detailed information appearing elsewhere herein:
ISSUER
Greatlender.com, Inc., 2046 East Murray-Holladay Road, Salt Lake City, Utah
84117.
SECURITIES OFFERED
Not less than 700,000 nor more than 2,000,000 shares of Common Stock, $0.001
par value. (See "Securities Being Offered."
PRICE PER SHARE
$0.05
NET PROCEEDS
Not less than $25,000 nor more than $90,000
DESCRIPTION OF BUSINESS
The Company is a mortgage banker who will offer its services over the
Internet.
USE OF PROCEEDS
The Company will use the proceeds of this Offering to establish a web site,
establish operations and market its services.
TYPE OF OFFERING
This Offering is our initial public offering. 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 and, possibly, by certain brokers and dealers or agents, on
the terms described under the caption "Plan of Distribution." There is no
assurance that any or all of the Common Stock will be sold.
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. The following risk factors are those we think are most important.
Risk Factors Relating to the Company's Proposed Activities
Shortages of Working Capital and Funding
The Company was only recently formed and does not have an operating history
upon which to base an investment decision. Additionally, the Company is
undercapitalized with all of its initial capitalization being used to
establish a business plan and work on the development of software to execute
mortgage over the Internet. The Company needs the proceeds of this Offering
to be able to engage in the completion of an Internet website and software to
complete the mortgages. 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 other competing sites. 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.
Competition from Established Companies
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 may have difficulty competing with the larger, better
financed companies who will be able to use extensive advertising to direct
customers to their Internet site.
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")
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 its value not reflected on its financial statements. Such prices
bear no relationship to the assets, earnings, or net tangible book value of
the Company or any other traditional criteria of value.
Caution Respecting Forward Looking Information
This Memorandum 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, the Company issued 1,000,000 shares of Common Stock which will
be
available for resale in August 2000, prior to the date shares of Common Stock
sold in this offering will be available for resale. 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 Common Stock that
may exist now or develop in the future.
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 be
relying on the disclosures set forth in this Memorandum 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 such securities to persons other than established customers and
accredited investors (generally institutions with assets in excess of
$5,000,000 or individuals with net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse). For
transactions covered by the rule, the broker-dealer must make a special
suitability determination for the purchaser and receive the purchaser's
written agreement to the transaction prior to the sale. Consequently, the
rule may affect the ability of broker-dealers to sell the Company's
securities
and also 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.
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 Memorandum.
ITEM 4. USE OF PROCEEDS
The Company estimates that it will receive net proceeds of approximately
$90,000 from the sale of all 2,000,000 Shares offered after deducting costs
of the offering estimated at $10,000. If, for purposes of illustration, only
700,000 Shares were sold, the Company would receive net proceeds of
approximately $25,000, after deducting costs of this offering estimated at
$10,000. The following breakdown of use of proceeds is only an estimate and
may change.
Assuming 700,000 Assuming 2,000,000
Shares Sold Shares Sold
Legal and Accounting 7,500 7,500
Office and Equipment 500 500
Wages -- 12,000
Working Capital 4,000 18,000
Software Production/Equipment 10,000 35,000
Printing and Design 1,000 1,000
Marketing 1,000 15,000
Miscellaneous Expenses 1,000 1,000
Total $25,000 $90,000
Funds not required for the immediate needs of the Company will be retained in
interest bearing accounts and investments in commercial financial
institutions until required.
ITEM 5. DETERMINATION OF OFFERING PRICE
The Common Shares offered by this Prospectus are being offered at Five Cents
($.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
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
Dilution is a reduction in the net tangible book value of a purchaser's
investment measured by the difference between the purchase price and the net
tangible book value of the Shares after the purchase takes place. The net
tangible book value of Common Stock is equal to stockholders' equity
applicable to the Common Stock as shown on the Company's balance sheet
divided
by the number of shares of Common Stock outstanding. As a result of such
dilution, in the event the Company is liquidated, a purchaser of Shares may
receive less than his initial investment and a present stockholder may
receive more.
As of March 31, 2000 the Company had 1,000,000 shares of common stock issued
and outstanding which had a net tangible book value of $4,439, or $.0044 per
share. Assuming that all of the Shares offered hereby are sold, 3,000,000
shares of common stock will be issued and outstanding and the net tangible
book value will be approximately $94,439 or approximately $.0315 per share.
Assuming that all of the Shares offered hereby are sold, the purchasers of
shares offered by this prospectus who have paid $.05 per share for their
shares will suffer a dilution of $.0185 per share or 37% of the value of
their
shares, and the present shareholders will have achieved a gain of
approximately $.0271 per share in the value of their shares. If the minimum
number of shares offered hereby are sold, 1,700,000 shares will be
outstanding
and the net tangible book value will be approximately $29,439 or $.0173 per
share
If the minimum number of shares offered hereby are sold, the new shareholders
who have paid $.05 per shares for their shares will have incurred a dilution
of $.0327 per share or 65.4% of the value of their shares, and the present
stockholders will have achieved a gain of $.0129 per share in the value of
their stock.
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.
This Computation as of March 31, 2000 does not take into account the
fact that we sold an additional 500,000 shares at $.01 per share for cash
proceeds of $5,000 on May 25, 2000.
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 use of
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 on a firm underwriting basis. However, we reserve
the right to either employ securities broker dealers to sell shares or employ
registered agents licensed to act as such in various states to place shares
if management cannot succeed in selling them. In that event, we may pay
commissions of up to 10% on all sales effected by brokers or agents.
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 45 President, Director Inception
Robert M. Karz 40 Vice-President Inception
Secretary, Director
The educational and business history of our officers and directors is as
follows.
Joe D. Thomas, age 45, 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, since July 1992 has been 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
(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.
ITEM 11. 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 officers, directors and nominees assuming
the issuance of an additional 500,000 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 700,000 2,000,000
of Class Beneficial Ownership(1) of Class Shares sold Shares
Sold
Principal Shareholders:
Common Joe Thomas 500,000 33.3% 22.7% 14.3%
Common Robert Karz 500,000 33.3% 22.7% 14.3%
Officers, Directors and Nominees:
Common Joe Thomas ------------See Above----------
Common Robert Karz ------------See Above----------
All Officers,
Directors and
Nominees as a
Group (2 persons) 1,000,000 66.6% 45.5% 28.6%
Common Harvey Carmichael 500,000 33.3% 22.7% 14.3%
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
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.
There are no provisions of the Certificate of Incorporation or the
By-Laws of the Company which would have the effect of indemnifying any
officer, director or controlling person of the Company from any liability of
any type or sort related to the individual's service in any such capacity.
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
The Company was organized in 1999 to engage in developing online mortgage
banking industry. The Company was formed by the owners of Intermountain
Mortgage Company in Park City, Utah to act as its their online mortgage
banking firm. As the founders of the Company did not want to jeopardize
their
existing mortgage business model which relies on mortgage brokers receiving
commissions on transactions, they decided to initially develop the Internet
mortgage business as a separate entity.
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 then the traditional mortgage banking
business. It is estimated that by 2003, more than 250 billion in mortgage
loans will be performed over the Internet. This is a jump from the $4
billion
generated in 1998 and the expected $25 billion in 1999. In 1998, only about
.3 percent of mortgage loans were over the Internet.
The Company feels now is the time for it to create an online mortgage
business. There is presently tremendous interest in online 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. The Company will focus extensively on working
with 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."
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.
The Company intends to initially offer mortgages in the States of Utah and
Nevada. Utah has very few impediments to obtaining the necessary licenses.
The State of Nevada requirements are substantially more complicated but the
Company 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 cost 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.
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.
ITEM 18. DESCRIPTION OF PROPERTY
We do not own any interests in real property. The Company operates out of
rented premises located at 2046 East Murray-Holladay Road, Suite 202,
Holladay,
UT 84117, Telephone: (801) 272-4400 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
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.
ITEM 19. 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.
ITEM 20. 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. There are not now any assets or earnings from which dividends
could be paid on common shares. The Board of Directors does not intend to
declare dividends on common shares even if there were funds from which they
could be paid.
ITEM 21. 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.
ITEM 22. FINANCIAL STATEMENTS
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.
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.
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
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
