<PAGE>2
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON DECEMBER 1, 2000
REGISTRATION NO.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EMAIL MORTGAGE.COM, INC.
(Exact name of registrant as specified in its charter)
Colorado 6162 84-1565820
(State of (Primary standard industrial (I.R.S. employer
Incorporation) classification code number) identification number)
5650 Greenwood Plaza Boulevard, Suite 201,
Greenwood Village, CO 80111
(303) 575-1155
(Address and telephone number of Registrant's
principal executive offices)
Dianne VandenBurg
5650 Greenwood Plaza Boulevard, Suite 201
Greenwood Village, CO 80111
(303) 575-1155
(Name, address, and telephone number of Agent for Service of Process)
Copies to:
Jody M. Walker, Esq.
7841 South Garfield Way
Littleton, CO 80122
(303) 850-7637
(303) 220-9902 - facsimile
Approximate Date of Commencement of Proposed Sale to the Public:
Effective date of this Registration Statement
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1993, check the following box
[ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Class Amount of
Securities to be Shares to be Valuation Aggregate Registration
Registered Registered Per Share Valuation Fee
<S> <C> <C> <C> <C>
Common Shares 1,000,000 $1,00 $1,000,000 $278
</TABLE>
__________________
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 THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
<PAGE>3
EMAIL MORTGAGE.COM, INC.
$1,000,000
1,000,000 Common Shares
At $1.00 per Common Share
There is minimum offering amount of
250,000 common shares or $250,000.
An escrow account has been established at Colorado State Bank.
Email Mortgage is a direct mortgage-banking lender with a
complete mortgage product mix. We provide lender direct
pricing and convenience, plus we give the personal attention
and service that you would get from a mortgage broker.
_________________________
This is our initial public offering and no public market
current exists for our securities.
An investment in our securities involves high risk. Consider
carefully the risk factors beginning on page 8 in the
prospectus.
Per
Common Share Total
Public Price
Minimum $1.00 $ 250,000
Maximum $1.00 $1,000,000
Underwriting
Commissions
Minimum $ .10 $ 25,000
Maximum $ .10 $ 100,000
Proceeds to Email Mortgage
Minimum $ .90 $ 225,000
Maximum $ .90 $ 900,000
_________________________
Neither the Securities and Exchange Commission, nor any state
securities commission has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this
Prospectus. Any representation to the contrary is a criminal
offense.
_________________________
Date: December 1, 2000
<PAGE>4
TABLE OF CONTENTS
Summary of the Offering 5
Risk Factors 5
Revenues are dependent on the Internet
We may not be able to establish and maintain
brand recognition
We have a limited operating history
We may not be able to keep our systems up to date
We may be liable for any failure to protect customer's
private information
Forward Looking Statements 6
Email Mortgage 7
Use of Proceeds 8
Dilution 9
Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
Determination of Offering Price
Plan of Distribution 10
Management 11
Principal Shareholders 12
Indemnification 13
Certain Transactions 13
Description of Company Securities 13
Legal Matters 14
Reports 14
Financial Statements 15
<PAGE>5
SUMMARY OF THE OFFERING
Corporate History Email Mortgage.com, Inc. was incorporated on March
28, 2000 under the laws of the State of Colorado.
Email Mortgage.com, Inc.'s principal executive and administrative
offices are at 5650 Greenwood Plaza Boulevard, Suite 201, Greenwood
Village, Colorado 80111. These offices consist of 700 square feet
and are leased on a monthly basis at the lease price of $650 per
month.
Operations. Email Mortgage is a direct mortgage-banking lender
with a complete mortgage product mix. We provide lender direct
pricing and convenience, plus we give the personal attention and
service that you would get from a mortgage broker.
Although we have developed our website, we have never had any
significant operations nor have we generated any significant revenue.
Outstanding
Securities 2,250,000 common shares
The Offering 1,000,000 common shares
Offering termination June 30, 2001
Arbitrary Offering Price. The aggregate offering price and number of
the common shares to be offered were arbitrarily determined by Email
Mortgage.
Plan of Distribution. Our officers and directors are offering the
common shares on a self-underwritten basis. If a selected
broker/dealer sells any common shares, standard commissions not to
exceed 10% of the offering price will be paid.
Escrow Account Email Mortgage has established an escrow account at
Colorado State Bank.
Public Market There is no public market for the common shares.
Use of Proceeds The proceeds from this offering will be used for
network expansion and marketing, salary costs and working capital.
Email Mortgage will use the net proceeds of the offering over the next
twelve months.
No Commitment to purchase Common Shares. No commitment by anyone
exists to purchase any of the common shares we are offering.
RISK FACTORS
1. Our ability to earn revenues is dependent on the Internet. If
the Internet does not continue to be a viable commercial marketplace,
we will not be able to continue our business operations as planned.
Our ability to derive revenues by providing on-line mortgage services
marketing is substantially dependent upon continued growth in the use
of the Internet and the infrastructure for providing Internet access
and carrying Internet traffic. We cannot assure you that the necessary
infrastructure, such as a reliable network backbone, or complementary
products will be developed or that the Internet will prove to be a
viable commercial marketplace.
If the Internet continues to experience significant growth in the
level of use and the number of users, we cannot assure you that the
infrastructure will continue to be able to support the demands placed
upon it by such potential growth. In addition, delays in the
development or adoption of new standards or protocols required to
handle levels of Internet activity, or increased governmental
regulation may restrict the growth of the Internet.
2. If we cannot establish and maintain brand recognition of Email
mortgage.com, we will not be able to successfully conduct our
operations.
We believe that establishing and maintaining the Email mortgage.com
brand is a critical aspect of our efforts to attract and expand our
audience. Our financial condition and operating results will suffer
<PAGE>6
if we cannot obtain brand recognition. We believe brand recognition
will become more important due to the growing number of Internet sites
and the relatively low barriers to entry.
3. We have a limited operating history and need to develop recurring
revenue to successfully continue operations.
We are a development company and must
- implement and successfully execute our business strategy;
- continue to develop and upgrade our technology;
- continue our implementation of new technologies for our Web
site;
- provide competitive customer service;
- respond to competitive development;
- attract, retain and motivate qualified personnel; and
- meet the expectations of its strategic partners.
We cannot assure you that we will be successful in addressing such
risks, and our failure to do so could have a material negative effect
our business, prospects, financial condition and results of
operations.
4. If we cannot keep our systems up to date, we may not be able to
continue our operations successfully.
We use internally developed systems to operate our services. There
can be no assurance that we will be able, in a timely manner, to
effectively upgrade and expand its systems or to integrate smoothly
any newly developed or purchased technologies with its existing
systems. Our business, results of operations and financial condition
will be negatively effected if we are unable to effectively upgrade
and expand our systems or integrate newly developed or purchased
technologies with our existing systems.
5. We may be liable for any failure to protect the customers'
private information given on the Internet.
We will require private information from our customers over the
Internet. We cannot assure you that we will be success in protecting
that information. We will incur legal costs and other related costs
in defending ourselves against any liability for the failure to
protect this type of information.
FORWARD LOOKING STATEMENTS
The statements contained in this prospectus that are not historical
fact are forward-looking statements, as the term is defined in the
Reform Act, which can be identified by the use of forward-looking
terminology such as "believes," "expects," "may," "will," "should," or
"anticipates" or the negative thereof or other variations thereon or
comparable terminology, or by discussions of strategy that involve
risks and uncertainties. The safe harbor provisions provided in
Section 27A of the Securities Act and Section 21E of the Exchange Act
do not apply to forward-looking statements made in connection with
this initial public offering. We have made the forward-looking
statements with management's best estimates prepared in good faith.
Because of the number and range of the assumptions underlying our
projections and forward-looking statements, many of which are subject
to significant uncertainties and contingencies that are beyond our
reasonable control, some of the assumptions inevitably will not
materialize and unanticipated events and circumstances may occur
subsequent to the date of this prospectus.
These forward-looking statements are based on current expectations,
and we will not update this information other than required by law.
Therefore, the actual experience of Email Mortgage, and results
achieved during the period covered by any particular projections and
other forward-looking statements, should not be regarded as a
representation by Email Mortgage, or any other person, that we will
realize these estimates and projections, and actual results may vary
materially. We cannot assure you that any of these expectations will
be realized or that any of the forward-looking statements contained
herein will prove to be accurate.
<PAGE>7
EMAIL MORTGAGE
General Corporate History. Email Mortgage, Inc. was incorporated on
March 28, 2000 under the laws of the State of Colorado. Email
Mortgage.com, Inc.'s principal executive and administrative offices
are at 5650 Greenwood Plaza Boulevard, Suite 201, Greenwood Village,
Colorado 80111. These offices consist of 700 square feet and are
leased from a non-affiliate on a monthly basis at the lease price of
$650 per month.
We also intend to open other offices in locations such as Fort
Collins, Colorado then expanding into the western United States as
well as into markets throughout North America. We had not devised
any specific plans for these additional offices. We anticipate that
these branch offices will function as separate and independent
agencies, with all communications and processing of the loans
conducted by the main office in Denver.
Business Activities. We are a direct mortgage-banking lender with a
complete mortgage product mix. We provide lender direct pricing and
convenience, plus we give the personal attention and service that you
would get from a mortgage broker.
Email Mortgage offers a wide variety of mortgage products including:
- FHA loans,
- conforming loans,
- no income verification loans, and
- subprime loans.
Based on in-house research, Email Mortgage will offer some of the best
home equity loans available. Email Mortgage has the a line of high
loan to value, no income verification, stated income loans available
in that we do not verify the amount of income stated on a loan
application. Our no income verification stated income loans can
finance 100% of the value of a home.
We will generate revenue through the funding of these loans.
Business Strategy. We will utilize the expertise of our principal
officers to develop lending opportunities. Each individual will use
his previous business contacts to develop potential opportunities.
Additionally, we shall sell our services through our employees and
authorized representatives. Our management has extensive experience
in the mortgage industry.
We shall equip our offices with a network of personal computers that
will allow our staff to access e-mail, the Internet and a collection
of applications designed to optimize the productivity of our staff.
We will use high speed modem communications and the most current loan
processing software that interfaces directly with the Fannie Mae
System and several credit reporting software companies.
Internet. We will utilize the Internet as a medium for delivery of
specific content as well as automated interactive functionality,
pursuing several major purposes:
- Provide mortgage professionals with interactive automated tools
to improve their efficiency and effectiveness in the processes of
mortgage origination, placement, tracking, analysis, and processing.
- Increase market visibility of pricing and mortgage rates to a
wider variety of clients.
- Provide a wide range of users the most favorable and
competitive mortgage rates as well as an efficient mechanism to obtain
additional information.
- We have entered into an oral agreement with E-Mail RealEstate,
a non-affiliated corporation to expand the retail market for real
estate and to create a comfortable market environment for buyers,
including market research as well as assistance in the accomplishment
of the sale. We agreed to pay Email RealEstate beginning January 1,
2001, $20 per month per realtor that has a website on Email RealEstate
that includes a hotlink to EmailMortgage.
<PAGE>8
Through our oral agreement with E-mail RealEstate, we intend to
provide substantially increased efficiency to the primary and
secondary real estate market participants by:
- offering a full range of real estate listings.
- offering a wide range of information regarding the specific
properties.
- offering a list of real estate brokers;
- real estate broker information.
While maintaining the utmost privacy of the respective institutions,
we will track the untapped inventories of the real estate market and
present these inventories to potential buyers. We will also offer
all pertinent financing information.
Online mortgage brokering is in the development stage on the Internet.
The product is well-suited for online distribution, with a high
informational content, a lack of differentiation between different
producers, a fragmented market, and existing inefficiencies in
distribution. Based on our in-house research, the existing lenders
have been slow to pick up on the potential of the Internet as a medium
and may not have the technological expertise or confidence to exploit
the channel even if they do grasp its strategic importance.
WWW.EmailMortgage.com. Since inception, we have worked on developing
our website. This website allows realtors to send loan applications
directly to us for approval. We have enhanced the website to permit
realtors to use the site to:
- fill out loan applications for prospective borrowers,
- check the status of a previously submitted application and
- to interact with us during the loan process.
Marketing Strategy. We will use hotlinks with different established
websites to display internet banners on the their home web page.
We have already advertised on local television stations and local
cable stations. We own our production tapes for these commercials.
We will also use other inexpensive advertising such as magazines and
newspapers. We will commence negotiations with the various
established websites in the near future so that the marketing can
commence upon successful completion of this offering.
Competition. We will compete by price and service. The prices or
price ranges for our products and service will vary depending on
services provided.
The market for Internet products and services is highly competitive
and competition is expected to continue to increase significantly.
There are no substantial barriers to entry in these markets, and we
expect that competition will continue to intensify. Although we
currently believe that the diverse segments of the Internet market
will provide opportunities for more than one supplier of products and
services similar to ours, it is possible that a single supplier may
dominate one or more market segments. We will compete with many other
providers of informational services on the Internet.
In addition, we also compete directly with other information
dissemination entities. E-Loan and Quicken Mortgage are companies
which offer similar services on the Internet.
Government Regulation. In Colorado, no licenses are required to
conduct operations in the mortgage industry. As we expand, we may be
subject to various state regulations which could require substantial
compliance and result in additional costs.
USE OF PROCEEDS
Assuming $250,000 or $1,000,000 of the common shares are sold, the net
proceeds of the offering will be used as set forth in the following
tables. We may not raise sufficient capital to expand our
operations.
<PAGE>9
<TABLE>
<CAPTION>
Assuming Assuming
$250,000 raised % $1,000,000 raised %
<S> <C> <C> <C> <C>
Gross proceeds $ 250,000 100.00% $1,000,000 100.00%
Commissions 25,000 10.00% 100,000 10.00%
Offering expenses 38,778 15.51% 38,778 3.88%
---------- ---------- ----------- ---------
Net proceeds $ 186,222 74.49% $ 861,222 86.12%
Network expansion and
Marketing 100,000 40.00% $ 261,222 23.62%
Salaries 0 0.00% 100,000 10.00%
Working Capital 86,222 34.49% 500,000 50.00%
Total Expended $ 186,222 74.49% $ 861,222 86.12%
</TABLE>
We do not currently have sufficient capital to meet our financial
needs for the next twelve months. Email Mortgage anticipates that the
proceeds from this offering, together with projected cash flow from
operations, will be sufficient to meet estimated capital expenditures
for the next twelve months. If cash flows do not develop as
anticipated, Email Mortgage will be required to try to obtain
additional sources of capital, yet to be identified.
The actual allocation of funds will depend on Email Mortgage's success
and growth. If results do not meet our requirements, we will
reallocate the proceeds among the other contemplated uses of proceeds,
as prudent business practices dictate.
Pending application by Email Mortgage of the net proceeds of this
offering, such proceeds will be invested in short-term, interest-
bearing instruments.
DILUTION
Persons purchasing common shares in this offering will suffer a
substantial and immediate dilution to the net tangible book
value of their common shares below the public offering price.
The following table illustrates the per common share dilution as of the
date of this prospectus, which may be experienced by investors upon reaching
the various levels as described below.
<TABLE>
<S> <C> <C>
Offering price $1.00
Net tangible book value per common share before offering $0.00
Increase per Share attributable to investors $0.26
Pro Forma net tangible book value per common share after offering $ .26
------
Dilution to investors $ .74
Dilution as a percent of offering price 74%
</TABLE>
Further Dilution. We may issue additional restricted common
shares pursuant to private business transactions. Any sales
under Rule 144 after the applicable holding period may have a
depressive effect upon the market price of E-mail Mortgage's
common shares and investors in this offering upon conversion.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Trends and Uncertainties. Demand for Email Mortgage's project will be
dependent on, among other things, market acceptance of the Email
Mortgage.com concept, the quality of its services, and general
economic conditions, which are cyclical in nature. Inasmuch as a
major portion of Email Mortgage's activities will be the receipt of
revenues from our services, Email Mortgage's business operations may
be adversely affected by Email Mortgage's competitors and prolonged
recessionary periods.
<PAGE>10
Capital and Source of Liquidity. All of the initial working capital
has been obtained from the sale of common shares to the current
officers, directors and principal shareholder and loans from a related
party. Email Mortgage requires substantial capital to expand our
current and strategic business plans.
For the period from inception to October 31, 2000, we sold common
stock for cash of $2,650 and had loans from a related party of $18,300
resulting in net cash provided by financing activities of $20,950.
For the period from inception to October 31, 2000, we did not pursue
any investing activities.
On a long-term basis, liquidity is dependent on continuation and
expansion of operation and receipt of revenues, additional infusions
of capital, and debt financing. Email Mortgage believes that
additional capital and debt financing in the short term will allow
Email Mortgage to increase its marketing and sales efforts and
thereafter result in increased revenue and greater liquidity in the
long term. However, there can be no assurance that Email Mortgage
will be able to obtain additional equity or debt financing in the
future, if at all.
Results of Operations. Since inception, Email Mortgage has not
received any significant revenues from operations. We had a net loss
of $9,185 for the period from inception to October 31, 2000.
Operating expenses were $9,785 and consisted of loan processing costs
of $1,000, professional fees of $8,000 and other expenses of $785.
Plan of Operation. Email Mortgage is in the development stage and
has not conducted any significant operations to date or received
significant operating revenues. Email Mortgage can satisfy our cash
requirements in the next twelve months if we can successfully complete
this offering. We will not need to conduct any research and
development regarding our business plan.
Other than described in the use of proceeds section, we do not expect
to purchase any plant or significant equipment. If the offering is
successful, we do expect significant changes in the number of
employees to conduct operations.
Email Mortgage may experience problems; delays, expenses, and
difficulties sometimes encountered by an enterprise in Email
Mortgage's stage of development, many of which are beyond Email
Mortgage's control. These include, but are not limited to,
unanticipated problems relating to the development of the system,
manufacturing costs, production and marketing problems, additional
costs and expenses that may exceed current estimates, and competition.
DETERMINATION OF OFFERING PRICE
The offering price of the common shares were arbitrarily determined by
Email Mortgage.
PLAN OF DISTRIBUTION
Plan of Distribution. The common shares are being offered on a self
underwritten basis by officers and directors of Email Mortgage and
selected broker/dealers.
The common shares may be offered by selected broker/dealers.
Selected broker/dealers, if any, will receive the standard industry
commission not to exceed 10% of the offering price.
Escrow Account Email Mortgage has established an escrow account at
Colorado State Bank.
Offering Period. The offering period will commence on the date of this
prospectus and will terminate on June 30, 2001.
<PAGE>11
MANAGEMENT
Executive Officers and Directors
Our executive officers and directors and their business experience
follows:
<TABLE>
<S> <C>
Name Position
Dianne VandenBurg, age 41 President/Director
Gary Rothwell, age 61 Secretary/Treasurer/Director
John Naschinski, age 39 Chief Technical Officer/Director
Resumes:
Dianne VandenBurg. Ms. VandenBurg has been president and director of
Email Mortgage since inception. From 1993 to 1997, Ms. VandenBurg
was the Vice President for the Metrum Community Credit Union. Her
duties included teller and bookkeeping that included balancing check
books and returning checks. She also originated and processed loans
for second mortgages, cars, installment loans. Additionally, her
duties included vice president duties such as managing the credit
union when the president was not present.
From 1997 to 2000, Ms. VandenBurg was hired as a manager of Centennial
Banc Share's loan processing department. Her duties included taking
a loan from origination to funding. Ms. VandenBurg also administered
Centennial's $5,000,000 warehouse lines of credit. When Centennial
Banc Share acquired Entrust Mortgage, Ms. VandenBurg joined Entrust as
supervisor for the processing center.
Ms. VandenBurg has completed and is certified in different classes in
the lending business which include:
- FHA Direct Endorsement underwriting classes
- Accounting courses
- Introduction to business
- Rex Johnson lending course
Gary Rothwell. Mr. Rothwell has been secretary, treasurer and a
director of Email Mortgage since inception. From 1997 to present,
Mr. Rothwell has been involved in various aspects of the home mortgage
business for over 20 years. In 1977, he was the president and
founder of G 7 E builders, Inc., an enterprise focused on the
building, marketing and sale of custom homes. In 1983 he was issued
a Series 7; general securities, and a Series 24; general securities
principals license.
In 1990, he became the sales manager for Yorkshire Real Estate. His
duties included the hiring and training of real estate agents,
advertising, public relations and real estate loan applications, with
follow through from origination to closing.
Mr. Rothwell has been the owner of Tiffany Real Estate since 1993.
Tiffany Real Estate is a full service real estate company dedicated to
providing customers with a complete program to fit their needs when
buying a home.
In 1997, Mr. Rothwell began working in the residential mortgage
lending business. He has worked with lenders such as:
- Service Mortgage Corp
- Total Mortgage Professionals
- Mortgage Processing Services, and
- Mortgage 2000
He has been president of Merit Mortgage Corp. since 1997.
John Naschinski. Mr. Naschinski has been a director of Email
Mortgage since October 31, 2000. Mr. Naschinski is president and
chief financial officer of Internet Marketing Consultants, a Colorado
based Internet consulting firm he founded in 1996. During 1989-1993,
Mr. Naschinski served as Creative Director, Project Coordinator and
Vice President of ECCO, a design firm in Los Angeles. His clientele
ranged from major national magazines, cosmetic and fragrance
manufacturers, apparel manufactures, advertising agencies, major
<PAGE>12
retailers, mall developers, record companies, POP, direct mail,
display catalog, major movie and television studios, video and
publicity.
Remuneration. To date, no material compensation has been paid to the
officers of Email Mortgage. Mr. Naschinski received 5,000 common
shares as partial compensation for his services. Upon successful
completion of the offering, we will enter into written employment
agreements with our current officers and key employees yet to be
named.
Employee Incentive Stock Option Plan. The shareholders and the
directors, at their organizational meeting, adopted an employee
incentive stock option plan pursuant to the regulations of the
Internal Revenue Service. The plan provides for a pool of authorized,
but unissued common shares to be reserved for issuing to key
executives, employees and consultants pursuant to the plan. Up to
1,000,000 options may be granted. The Board of Directors plans to
elect a compensation committee to award the options from time to time.
Committee members may not be grantees while serving.
PRINCIPAL SHAREHOLDERS
The following table sets forth the beneficial ownership of the common
stock of Email Mortgage by each of Email Mortgage's directors and
executive officers, and as a group. The beneficial owner has sole
voting and investment power with respect to the Securities indicated.
There are currently 2,250,000 common shares outstanding.
The following tabulates holdings of common shares of Email Mortgage
(on a fully diluted basis) by each person who, subject to the above at
the date of this prospectus, holds of record or is known by management
to own beneficially more than 5.0% of the common shares and, in
addition, by all directors and officers of Email Mortgage individually
and as a group.
</TABLE>
<TABLE>
<CAPTION>
Percentage of
Number & Class Common Shares
Name and Address of Shares Prior to offering
<S> <C> <C>
Dianne VandenBurg 25,000 1.11%
30954 Highway 24
Simla, CO 80835
Gary Rothwell 20,000 .89%
3299 E. Otero Circle
Littleton, CO 80111
John E. Naschinski 5,000 .22%
4833 Front Street
Unit B
Castle Rock, CO 80104
The Clarkson Trust 2,200,000 97.78%
All Directors & Officers
as a group (3 persons) 50,000 2.22%
-------------------
Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared
voting power (including the power to vote or direct the voting) and/or
sole or shared investment power (including the power to dispose or
direct the disposition) with respect to a security, whether through a
contract, arrangement, understanding, relationship, or otherwise.
Unless otherwise indicated, each person indicated above has sole power
to vote, or dispose or direct the disposition of all shares
beneficially owned, subject to applicable community property laws.
We do not know of any arrangements, including any pledge by any
personnel, which would result in the change and control of Email
Mortgage.
<PAGE>13
INDEMNIFICATION
Our bylaws do not contain a provision entitling any director or
executive officer to indemnification against liability under the
Securities Act of 1933. The Colorado Corporation Code allow a company
to indemnify its officers, directors, employees, and agents from any
threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, except under
certain circumstances.
Indemnification may only occur if a determination has been made that
the officer, director, employee, or agent acted in good faith and in a
manner, which such person believed to be in the best interests of the
company. A determination may be made by the shareholders; by a
majority of the directors who were not parties to the action, suit, or
proceeding confirmed by opinion of independent legal counsel; or by
opinion of independent legal counsel in the event a quorum of
directors who were not a party to such action, suit, or proceeding
does not exist.
Provided the terms and conditions of these provisions under Colorado
law are met, officers, directors, employees, and agents of Email
Mortgage may be indemnified against any cost, loss, or expense arising
out of any liability under the '33 Act. Insofar as indemnification for
liabilities arising under the '33 Act may be permitted to directors,
officers and controlling persons of Email Mortgage. Email Mortgage
has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy and is,
therefore, unenforceable.
CERTAIN TRANSACTIONS
Jerry Burden, an individual who controls the Clarkson Trust that owns
the majority of our outstanding common stock also controls Advanced
Funding, an entity that has advanced funds to us and has paid expenses
on our behalf.
During the year ended October 31, 2000, Advanced Funding advanced us
$20,500 in cash and expenses on our behalf aggregating $11,675. We
issued common stock to repay $2,200 of the cash advanced. The
balance due at October 31, 2000 amounted to $29,975. This amount is
not expected to be repaid currently.
DESCRIPTION OF SECURITIES
Email Mortgage is authorized to issue 100,000,000 common shares, $.001
par value per share and 10,000,000 preferred shares, $.001 par value
per share. As of the date hereof, there are 2,250,000 common shares
outstanding and no preferred shares outstanding.
Holders of common shares of Email Mortgage are entitled to cast one
vote for each share held at all shareholders meetings for all
purposes. There are no cumulative voting rights. Upon liquidation
or dissolution, each outstanding common share will be entitled to
share equally in the assets of Email Mortgage legally available for
distribution to shareholders after the payment of all debts and other
liabilities. Common shares are not redeemable, have no conversion
rights and carry no preemptive or other rights to subscribe to or
purchase additional common shares in the event of a subsequent
offering. All outstanding common shares are, and the shares offered
hereby will be when issued, fully paid and non-assessable.
There are no limitations or restrictions upon the rights of the board
of directors to declare dividends out of any funds legally available
therefor. Email Mortgage has not paid dividends to date and it is not
anticipated that any dividends will be paid in the foreseeable future.
The board of directors initially may follow a policy of retaining
earnings, if any, to finance the future growth of Email Mortgage.
Accordingly, future dividends, if any, will depend upon, among other
considerations, Email Mortgage's need for working capital and its
financial conditions at the time.
Preferred Stock. Email Mortgage is authorized to issue 10,000,000
shares of preferred stock, par value of $.001.
<PAGE>14
Authorized stock may be issued from time to time without action by the
stockholders for such consideration as may be fixed from time to time
by the Board of Directors, and shares so issued, the consideration for
which have been paid or delivered, shall be deemed fully paid stock
and the holder of such shares shall not be liable for any further
payment thereon.
The capital stock of Email Mortgage, after the amount of the
subscription price or par value has been paid in full, shall not be
subject to assessment to pay debts of the Company and no paid up stock
and no stock issued as fully paid shall ever be accessible or
assessed.
Transfer Agent. Corporate Stock Transfer located in Denver,
Colorado acts as the transfer agent for Email Mortgage.
LEGAL MATTERS
All legal matters with respect to the issuance of the securities
offered hereby will be passed upon by the law firm of Jody M. Walker,
Littleton, Colorado.
There is no litigation pending or, to our knowledge, threatened to
which the property of Email Mortgage is subject or to which Email
Mortgage may be a party. No such proceedings are known to be
contemplated by governmental authorities or any other parties.
REPORTS
Pursuant to the Rules and Regulations of the Securities and Exchange
Commission, we will provide our Investors with Annual Reports
containing audited financial statements, together with Quarterly
Reports containing unaudited financial statements and Interim Reports
containing information regarding relevant information about the
operations of Email Mortgage.
<PAGE>15
FINANCIAL STATEMENTS
INDEPENDENT AUDITOR'S REPORT
Board of Directors and Shareholders
Email Mortgage.com, Inc.
We have audited the balance sheet of Email Mortgage.com, Inc. as
of October 31, 2000, and the related statements of operations,
changes in stockholders' equity, and cash flows for the period
from inception (March 28, 2000) to October 31, 2000. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. 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. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above,
present fairly, in all material respects, the financial position
of Email Mortgage.com, Inc. as of October 31, 2000, and the
results of its operations and cash flows for the period from
inception (March 28, 2000) to October 31, 2000, in conformity
with generally accepted accounting principles.
James E. Scheifley & Associates, P.C.
Certified Public Accountants
Dillon, Colorado
November 20, 2000
<PAGE>16
Email Mortgage.com, Inc.
(A Development Stage Company)
Balance Sheet
October 31, 2000
</TABLE>
<TABLE>
<CAPTION>
ASSETS
<S> <C>
2000
Current assets:
Cash $ 11,990
----------
Total current assets 11,990
Intangible asset 11,500
----------
$ 23,490
STOCKHOLDERS' EQUITY
Current liabilities:
Total current liabilities $ -
----------
-
Loans from related parties 29,975
Commitments and contingencies (Note 4)
Stockholders' equity:
Preferred stock, $.01 par value,
10,000,000 shares authorized, no shares
issued and outstanding -
Common stock, $.001 par value,
100,000,000 shares authorized, 2,250,000
shares issued and outstanding 2,250
Additional paid in capital 450
(Deficit) accumulated during
development stage (9,185)
----------
(6,485)
----------
$ 23,490
</TABLE>
See accompanying notes to financial statements.
<PAGE>17
Email Mortgage.com, Inc.
(A Development Stage Company)
Statement of Operations
For the Period From Inception (March 28, 2000) to October 31, 2000
<TABLE>
<CAPTION>
Period From
Inception To
October 31,
2000
<S> <C>
Revenue:
Loan processing fees $ 600
Operating expenses:
Loan processing costs 1,000
Professional fees 8,000
Other expenses 785
--------
9,785
--------
(Loss from operations) and net (loss) $ (9,185)
Per share information:
Basic and diluted (loss) per common share $ (0.00)
Weighted average shares outstanding 2,216,667
See accompanying notes to financial statements.
<PAGE>18
Email Mortgage.com, Inc.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
For the Period From Inception (March 28, 2000) to October 31, 2000
</TABLE>
<TABLE>
<CAPTION>
Deficit
Additional Accumulated
Common Stock Paid-in During Develop-
ACTIVITY Shares Amount Capital ment Stage Total
<S> <C> <C> <C> <C> <C>
Shares issued for cash
May 2000 @ $.001 2,200,000 $ 2,200 $ - $ - $ 2,200
October 2000 @.01 45,000 45 405 450
Shares issued for services
October 2000 @ $.01 5,000 5 45 - 50
Net (loss) for the period
ended October 31, 2000 - - - (9,185) (9,185)
--------- ---------- --------- --------- -------
Balance, October 31, 2000 2,250,000 $ 2,250 $ 450 $ (9,185) $ (6,485)
</TABLE>
See accompanying notes to financial statements.
<PAGE>19
Email Mortgage.com, Inc.
(A Development Stage Company)
Statement of Cash Flows
For the Period From Inception (March 28, 2000) to October 31, 2000
<TABLE>
<CAPTION>
Period From
Inception To
October 31,
2000
<S> <C>
Net income (loss) $ (9,185)
Adjustments to reconcile net income to net
cash provided by operating activities:
Services added to loan balance 175
Services provided for common stock 50
------------
Total adjustments 225
------------
Net cash provided by (used in)
operating activities (8,960)
Cash flows from financing activities:
Common stock sold for cash 2,650
Loans from related party 18,300
------------
Net cash provided by (used in)
financing activities 20,950
------------
Increase (decrease) in cash 11,990
Cash and cash equivalents,
beginning of period -
- -----------
Cash and cash equivalents,
end of period $ 11,990
</TABLE>
See accompanying notes to financial statements.
<PAGE>20
Email Mortgage.com, Inc.
(A Development Stage Company)
Statement of Cash Flows
For the Period From Inception (March 28, 2000) to October 31, 2000
<TABLE>
<CAPTION>
Period From
Inception To
October 31,
2000
<S> <C>
Supplemental cash flow information:
Cash paid for interest $ -
Cash paid for income taxes $ -
Non-cash investing and financing activities:
Property contributed by related party $ 11,500
</TABLE>
<PAGE>21
Email Mortgage.com, Inc.
Notes to Financial Statements
October 31, 2000
Note 1. Organization and Summary of Significant Accounting
Policies.
The Company was incorporated in Colorado on March 28, 2000. The
Company's activities to date have been limited to organization
and capital formation. The Company plans to engage in the
residential mortgage business via the use of an internet website.
The Company has chosen October 31st as the end of its fiscal year.
Revenue Recognition:
Revenue is recognized at the time the service is performed.
Loss per share:
Basic Earnings per Share ("EPS") is computed by dividing net
income available to common stockholders by the weighted average
number of common stock shares outstanding during the year.
Diluted EPS is computed by dividing net income available to
common stockholders by the weighted-average number of common
stock shares outstanding during the year plus potential
dilutive instruments such as stock options and warrants. The
effect of stock options on diluted EPS is determined through
the application of the treasury stock method, whereby proceeds
received by the Company based on assumed exercises are
hypothetically used to repurchase the Company's common stock at
the average market price during the period. Loss per share is
unchanged on a diluted basis since the assumed exercise of common
stock equivalents would have an anti-dilutive effect.
Cash:
For purposes of the statement of cash flows, the Company
considers all highly liquid debt instruments purchased with
maturity of three months or less to be cash equivalents.
Estimates:
The preparation of the Company's financial statements requires
management to make estimates and assumptions that affect the
amounts reported in the financial statements and accompanying
notes. Actual results could differ from these estimates
Fair value of financial instruments
The Company's short-term financial instruments consist of cash
and cash equivalents and accounts payable. The carrying amounts
of these financial instruments approximate fair value because of
their short-term maturities. Financial instruments that
potentially subject the Company to a concentration of credit risk
consist principally of cash. During the year the Company did not
maintain cash deposits at financial institutions in excess of the
$100,000 limit covered by the Federal Deposit Insurance
Corporation. The Company does not hold or issue financial
instruments for trading purposes nor does it hold or issue
interest rate or leveraged derivative financial instruments
Intangible Assets and Long Lived Assets:
The Company makes reviews for the impairment of long-lived
assets and certain identifiable intangibles whenever events or
changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. Under SFAS No. 121, an
impairment loss would be recognized when estimated future cash
flows expected to result from the use of the asset and its
eventual disposition is less than its carrying amount. No such
impairment losses have been identified by the Company for the
period ended October 31, 2000.
Stock-based Compensation
The Company adopted Statement of Financial Accounting Standard
No. 123 (FAS 123), Accounting for Stock-Based Compensation
beginning with the Company's first quarter of 1996. Upon
adoption of FAS 123, the Company continued to measure
compensation expense for its stock-based employee compensation
plans using the intrinsic value method prescribed by APB No.
25, Accounting for Stock Issued to Employees. Stock based
compensation paid by the Company during the period ended
October 31, 2000 is disclosed in Note 3.
<PAGE>22
New Accounting Pronouncements
SFAS No. 130, "Reporting Comprehensive Income", establishes
guidelines for all items that are to be recognized under
accounting standards as components of comprehensive income to
be reported in the financial statements. The statement is
effective for all periods beginning after December 15, 1997 and
reclassification financial statements for earlier periods will
be required for comparative purposes. To date, the Company has
not engaged in transactions that would result in any
significant difference between its reported net loss and
comprehensive net loss as defined in the statement.
In March 1998, the American Institute of Certified Public
Accountants issued Statement of Position 98-1, Accounting for
the Costs of Computer Software Developed or Obtained for
Internal Use ("SOP 98-1"). SOP 98-1 provides authoritative
guidance on when internal-use software costs should be
capitalized and when these costs should be expensed as
incurred.
Effective in 1998, the Company adopted SOP 98-1, however the
Company has not incurred costs to date that would require
evaluation in accordance with the SOP.
Effective December 31, 1998, the Company adopted SFAS No. 131,
Disclosures about Segments of an Enterprise and Related
Information ("SFAS 131"). SFAS 131 superseded SFAS No. 14,
Financial Reporting for Segments of a Business Enterprise. SFAS
131 establishes standards for the way that public business
enterprises report information about operating segments in
annual financial statements and requires that those enterprises
report selected information about operating segments in interim
financial reports. SFAS 131 also establishes standards for
related disclosures about products and services, geographic
areas, and major customers. The adoption of SFAS 131 did not
affect results of operations or financial position. To date,
the Company has not operated in its one planned business
activity.
Effective December 31, 1998, the Company adopted the provisions
of SFAS No. 132, Employers' Disclosures about Pensions and
Other Post-retirement Benefits ("SFAS 132"). SFAS 132
supersedes the disclosure requirements in SFAS No. 87,
Employers' Accounting for Pensions, and SFAS No. 106,
Employers' Accounting for Post-retirement Benefits Other Than
Pensions. The overall objective of SFAS 132 is to improve and
standardize disclosures about pensions and other post-
retirement benefits and to make the required information more
understandable. The adoption of SFAS 132 did not affect results
of operations or financial position.
The Company has not initiated benefit plans to date that would
require disclosure under the statement.
In June 1998, the Financial Accounting Standards Board issued
SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities ("SFAS 133"), which is required to be adopted in
years beginning after June 15, 1999. SFAS 133 will require the
Company to recognize all derivatives on the balance sheet at
fair value. Derivatives that are not hedges must be adjusted to
fair value through income. If the derivative is a hedge,
depending on the nature of the hedge, changes in the fair value
of derivatives will either be offset against the change in fair
value of hedged assets, liabilities, or firm commitments
through earnings or recognized in other comprehensive income
until the hedged item is recognized in earnings. The
ineffective portion of a derivative's change in fair value will
be immediately recognized in earnings. The Company has not yet
determined what the effect of SFAS 133 will be on earnings and
the financial position of the Company, however it believes that
it has not to date engaged in significant transactions
encompassed by the statement.
During 1998, the American Institute of Certified Public
Accountants issued Statement of Position 98-5 - Reporting on
the Costs of Start-Up Activities. The statement is effective
for fiscal years beginning after December 15, 1998 and requires
<PAGE>23
that the cost of start-up activities, including organization
costs be expensed as incurred. The Company adopted the
statement upon its inception.
Note 2. Intangible Asset
During the year ended October 31, 2000, the Company acquired
ownership rights to an Internet website known as
"emailmortgage.com". The Company acquired the website from an
entity controlled by an individual who also controls another
entity that owns a majority of the Company's common stock. The
amount paid for the development of the website by the seller
($11,500) has been included in loans from related parties at
October 31, 2000. The Company plans to amortize the website
cost over a 5 year period beginning in 2001.
Note 3. Stockholders' Equity.
During May 2000, the Company issued 2,200,000 shares of it's
restricted common stock to an entity controlled by an
individual who also controls an entity that has made cash and
other advances to the Company. The shares were valued at $.001
per share for an aggregate of $2,200 and this amount has
reduced the amount due the entity for cash advances.
During October 2000, the Company issued 5,000 to a consultant
for services provided to the Company. The fair value of the
shares issued for the services amounted to $.01 per share and
such value is consistent with the cash amount paid by the
Company's initial investors as discussed below.
During October 2000, the Company issued an aggregate of 45,000
shares of its common stock to two individuals who are officers
of the Company aggregating $450 in private sale transactions.
The shares were sold at a price of $.01 per share.
Note 4. Commitments and contingencies
The Company leases its office facility on a month to month
basis.
The officers and directors of the Company are involved in other
business activities and may become involved in other business
activities in the future. Such business activities may
conflict with the activities of the Company. The Company has
not formulated a policy for the resolution of any such
conflicts that may arise.
Note 5. Income Taxes
Deferred income taxes may arise from temporary differences
resulting from income and expense items reported for financial
accounting and tax purposes in different periods. Deferred
taxes are classified as current or non-current, depending on
the classifications of the assets and liabilities to which they
relate. Deferred taxes arising from temporary differences that
are not related to an asset or liability are classified as
current or non-current depending on the periods in which the
temporary differences are expected to reverse. The Company had
no significant deferred tax items arise during any of the
periods presented.
The Company has not provided for income taxes during the period
ended October 31, 2000 as a result of an operating loss. The
Company has a net operating loss carryforward at October 31,
2000 of approximately $9,000. The Company has fully reserved
the deferred tax asset (approximately $1,300) that would arise
from the loss carryforward since the Company cannot predict a
level of operations that would assure the utilization of the
loss in future periods.
<PAGE>24
Note 6. Related Party Transactions
An individual who controls the entity that owns the majority of
the Company's outstanding common stock also controls an entity
that has advanced funds to the Company and has paid expenses in
behalf of the Company.
During the year ended October 31, 2000, the entity advanced $20,500 in
cash to the Company and paid expenses in behalf of the Company
aggregating $11,675. As discussed in Note 3, the Company issued
common stock to repay $2,200 of the cash advanced. The balance due to
the entity at October 31, 2000 amounted to $29,975. This amount is
not expected to be repaid currently.
<PAGE>25
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of Directors and Officers
The Colorado Corporation Code grants to Email Mortgage the power to
indemnify the officers and directors of Email Mortgage, under certain
circumstances and subject to certain conditions and limitations as
stated therein, against all expenses and liabilities incurred by or
imposed upon them as a result of suits brought against them as such
officers and directors if they act in good faith and in a manner they
reasonably believe to be in or not opposed to the best interests of
Email Mortgage and, with respect to any criminal action or proceeding,
have no reasonable cause to believe their conduct was unlawful.
Our bylaws provide as follows:
Email Mortgage shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative,
or investigative (other than an action by or in the right of Email
Mortgage, by reason of the fact that he is or was a director, officer,
employee, fiduciary or agent of Email Mortgage or is or was serving at
the request of Email Mortgage as a director, officer, employee,
fiduciary or agent of another corporation, partnership, joint venture,
trust, or other enterprise, against expenses (including attorney
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit, or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in the best interest of Email Mortgage and, with
respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The termination of any action,
suit, or proceeding by judgment, order, settlement, or conviction or
upon a plea of nolo contendere or its equivalent shall not of itself
create a presumption that the person did not act in good faith and in
a manner which he reasonably believed to be in the best interest of
Email Mortgage and, with respect to any criminal action or proceeding,
had reasonable cause to believe that his conduct was unlawful.
Email Mortgage shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed
action or suit by or in the right of Email Mortgage to procure a
judgment in its favor by reason of the fact that he is or was a
director, officer, employee, or agent of Email Mortgage or is or was
serving at the request of Email Mortgage as a director, officer,
employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise against expenses (including attorney fees)
actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit if he acted in good faith and in
a manner he reasonably believed to be in the best interest of Email
Mortgage; but no indemnification shall be made in respect of any
claim, issue, or matter as to which such person has been adjudged to
be liable for negligence or misconduct in the performance of his duty
to Email Mortgage unless and only to the extent that the court in
which such action or suit was brought determines upon application
that, despite the adjudication of liability, but in view of all
circumstances of the case, such person is fairly and reasonably
entitled to indemnification for such expenses which such court deems
proper.
To the extent that a director, officer, employee, fiduciary or agent
of Email Mortgage has been successful on the merits in defense of any
action, suit, or proceeding referred to in the first two paragraphs of
this Article VII or in defense of any claim, issue, or matter therein,
he shall be indemnified against expenses (including attorney fees)
actually and reasonably incurred by him in connection therewith.
Any indemnification under the first two paragraphs of this Article VII
(unless ordered by a court) shall be made by Email Mortgage only as
authorized in the specific case upon a determination that
indemnification of the director, officer, employee, fiduciary or agent
is proper in the circumstances because he has met the applicable
standard of conduct set forth in said first two paragraphs. Such
determination shall be made by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such
action, suit, or proceeding, or, if such quorum is not obtainable or
even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion or by the shareholders.
<PAGE>26
Expenses (including attorney fees) incurred in defending a civil or
criminal action, suit, or proceeding may be paid by Email Mortgage in
advance of the final disposition of such action, suit, or proceeding
as authorized in this Article VII upon receipt of an undertaking by or
on behalf of the director, officer, employee, fiduciary or agent to
repay such amount unless it is ultimately determined that he is
entitled to be indemnified by Email Mortgage as authorized in this
Article VII.
The indemnification provided by this Article VII shall not be deemed
exclusive of any other rights to which those indemnified may be
entitled under the Articles of Incorporation, any bylaw, agreement,
vote of shareholders or disinterested directors, or otherwise, and any
procedure provided for by any of the foregoing, both as to action in
his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased
to be a director, officer, employee, fiduciary or agent and shall
inure to the benefit of heirs, executors, and administrators of such a
person.
A corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee, fiduciary or agent
of Email Mortgage or who is or was serving at the request of Email
Mortgage as a director, officer, employee, fiduciary or agent of
another corporation, partnership, joint venture, trust, or other
enterprise against any liability asserted against him and incurred by
him in any such capacity or arising out of his status as such, whether
or not Email Mortgage would have the power to indemnify him against
such liability under the provisions of this Article VII.
Item 25. Other Expenses of Issuance and Distribution
Expenses in connection with the issuance and distribution of the
common stock being registered hereunder other than underwriting
commissions and expenses are estimated below.
Registration fee $ 278.00
Printing expenses 5,000.00
Accounting fees and expenses 5,000.00
Legal fees and expenses 20,000.00
State securities law fees
and expenses 5,000.00
Stock Transfer Escrow Agent Fees 1,500.00
Miscellaneous expenses 2,000.00
---------
Total 38,778.00
=========
Item 26. Recent Sales of Unregistered Securities
Since inception, Email Mortgage issued 2,200,000 common shares for
consideration of $.001 per common share to:
The Clarkson Trust 2,200,000 common shares
Current officers paid cash of $.01 per common share
Dianne VandenBurg 25,000 common shares
Gary Rothwell 20,000 common shares
John Naschinski 5,000 common shares
The above issuances of common shares were made to sophisticated
individuals pursuant to an exemption from registration under Sec. 4(2)
of the Securities Act of 1933.
Item 27. Exhibit Index.
<TABLE>
<S> <C>
(1) Not Applicable
(2) Not Applicable
(3) Articles of Incorporation dated
March 28, 2000
(3.1) Bylaws
(4) Specimen certificate for common stock
<PAGE>27
(5) Consent and Opinion of Jody M. Walker regarding
legality of securities registered under this
Registration Statement and to the references to
such attorney in the prospectus filed
as part of this Registration Statement
(6) Not Applicable
(7) Not Applicable
(8) Not Applicable
(9) Not Applicable
(10) Not Applicable
(11) Not Applicable
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
(17) Not Applicable
(18) Not Applicable
(19) Not Applicable
(20) Not Applicable
(21) Not Applicable
(22) Not Applicable
(23) Not Applicable
(24) Consent of James E. Scheifley & Associates, Inc.,
(25) Not Applicable
(26) Not Applicable
(27) Financial Data Schedule
(28) Not Applicable
</TABLE>
Item 28. Undertaking.
The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement. 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 form 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 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; and
(iii) To include any additional or changed material information on the
plan of distribution.
(2) That, for the purpose of determining any liability under the
Securities Act, we shall treat each such post-effective amendment as a
new registration statement of the securities offered, and the offering
of the securities at that time shall be deemed to be the initial bona
fide offering.
(3) To file a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
(b) to supplement the prospectus, after the end of the subscription
period, to include the results of the subscription offer, the
transactions by the underwriters during the subscription period, the
amount of unsubscribed securities that the underwriters will purchase
and the terms of any later reoffering. If the underwriters make any
public offering of the securities on terms different from those on the
cover page of the prospectus, we shall file a post-effective amendment
to state the terms of such offering.
(c) Not applicable.
<PAGE>28
(d) to 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.
(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the small 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized
in Denver, Colorado, as of the 1st day of December, 2000.
Email Mortgage.com, Inc.
By /s/ Dianne VandenBurg
------------------------
Dianne Vanden Burg
President and Director
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated and
each of the undersigned persons, in any capacity, hereby severally
constitutes a majority of the Board of Directors.
<TABLE>
Signature Title Date
--------- ------ -----
<S> <C> <C>
/s/ Dianne VandenBurg
---------------------- President and Director December 1, 2000
Dianne VandenBurg
/s/ Gary Rothwell
---------------------- Secretary/Treasurer December 1, 2000
Gary Rothwell Director
/s/ John Naschinski Chief Technical Officer
--------------- Director December 1 , 2000
</TABLE>
