UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT _______)*
CAPITAL RESERVE CORPORATION
(Name of Issuer)
CLASS A COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
140448 30 9
(CUSIP Number)
FAY M. MATSUKAGE, ESQ., 455 SHERMAN STREET, SUITE 300, DENVER, CO 80203,
303-777-3737
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
FEBRUARY 3, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 140448 30 9 PAGE 2 OF 8
SCHEDULE 13D
1 NAME OF REPORTING PERSONS GLEN C. LODER
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(Entities Only)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
SC
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CANADIAN
NUMBER OF 7 SOLE VOTING POWER
SHARES BENE 112,000 SHARES
FICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
112,000 SHARES
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
112,000 SHARES
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4 %
14 TYPE OF REPORTING PERSON*
IN
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 OF 8
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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CUSIP NO. 140448 30 9 PAGE 3 OF 8
ITEM. 1 SECURITY AND ISSUER.
The class of equity securities to which this Schedule 13D relates is the Class A
Common Stock, no par value, of Capital Reserve Corporation (the "Issuer"). Its
principal executive offices are located at #11- 1861 Beach Avenue, Vancouver,
British Columbia V6G 1Z1 Canada.
ITEM 2. IDENTITY AND BACKGROUND.
The person filing this statement is Glen C. Loder. Mr. Loder is a Canadian
citizen. Mr. Loder's business address is #11-1861 Beach Avenue, Vancouver,
British Columbia V6G 1Z1 Canada. Mr. Loder's principal occupation is as a
promoter. Mr. Loder is self-employed through Western Depository Corp. whose
address is #11-1861 Beach Avenue, Vancouver, British Columbia V6G 1Z1 Canada.
During the past five years Mr. Loder has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
During the past five years Mr. Loder has not been a party to a civil proceeding
of a judicial or administrative body as a result of which a judgment, decree,
or final order has been issued enjoining future violations of, or prohibiting or
mandating activities subject to, United States federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to the terms of the Stock Purchase Agreement between Ralph W. Newton,
Jr., Patricia L. Newton (collectively the "Newtons"), and Glen C. Loder, the
Issuer is in the process of conducting a private placement of up to 5,000,000
shares of the Corporation's Class A Common Stock, no par value (the "Shares")
pursuant to Rule 506 of Regulation D. The Issuer is offering the shares at $0.10
per share, or an aggregate offering price of $500,000. The first $40,000 from
the sale of the Shares was paid to Mr. Loder. On February 3, 1999, Mr. Loder
paid the Newtons $40,000 to complete the acquisition of the Newton's shares. Mr.
Loder also has caused the Issuer to grant a stock option to the Newtons,
pursuant to which the Newtons may acquire up to 200,000 shares of the Issuer's
Class A Common Stock at a price of $0.25 per share. The option may be exercised
at any time and expires on February 3, 2001.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Loder acquired 140,000 shares of Class B Preferred Stock from Ralph W.
Newton, Jr. and Patricia L. Newton, in a private transaction, for the purpose of
obtaining voting control over the Issuer's board of directors. Mr. Loder paid
the Newtons $40,000 for the shares ($0.35 per share) and has caused the Issuer
to grant a stock option to the Newtons pursuant to which the Newtons may acquire
up to 200,000 shares of the Issuer's Class A Common Stock at a price of $0.25
per share. The option may be exercised at any time and expires on February 3,
2001.
As the holder of a majority of the Class B Preferred Stock, Mr. Loder has the
right to appoint a majority of the Issuer's board of directors. Mr. Loder will
continue to hold his shares of the Issuer for investment purposes but may
transfer or sell the shares as necessary. Mr. Loder has caused the Issuer to
conduct a private placement of up to 5,000,000 shares of the Corporation's Class
A Common Stock, no par value (the "Shares") pursuant to Rule 506 of Regulation
D. The Issuer is offering the shares at $0.10 per share, or an aggregate
offering price of $500,000. As of February 10, 1999, the Issuer had sold
approximately 850,000 shares in the Rule 506 offering.
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CUSIP NO. 140448 30 9 PAGE 4 OF 8
Each share of Class B Preferred Stock is convertible into .8 shares of Class A
Common Stock.
In connection with the agreement by Mr. and Mrs. Newton to sell their shares,
Mr. Newton and Linda M. Opfer resigned as officers and directors of the Issuer.
On October 6, 1998, Mr. Loder was appointed as the President, Treasurer and a
director, and Sharon M. Patmore was appointed as the Secretary and a director of
the Issuer. The Company has not identified any potential acquisition targets,
but it is anticipated that in the future the Company will engage in an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation. Any such transaction would result in a change of the Issuer's
business and/or corporate structure.
Other than described above, Mr. Loder does not have any other present plans or
proposals which relate to or would result in:
(1) a sale or transfer of a material amount of assets of the
Issuer or any subsidiary thereof;
(2) any material change in the present capitalization or divided
policy of the Issuer;
(3) changes in the Issuer's charter or bylaws or other actions
which may impede the acquisition of control of the Issuer by
any person;
(4) causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted on NASDAQ;
(5) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act; or
(6) any action similar to any of those enumerated above.
Notwithstanding the foregoing, Mr. Loder will continue to review his investment
in the Issuer and reserves the right to change his intention with respect to any
or all of such matters.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of February 16, 1999, Mr. Loder owned beneficially and of record
140,000 shares (56%) of the Issuer's Class B Preferred Stock. Each
share of Class B Preferred Stock is convertible at any time into .8
shares of Class A Common Stock. Mr. Loder, therefore, is deemed to be
the beneficial owner of 112,000 shares (7.4%) of the Issuer's Class A
Common stock.
(b) As of February 16, 1999, Mr. Loder has the sole power to vote and
dispose of any shares issued upon conversion of the Class B Preferred
Stock.
(c) During the sixty day period preceding the filing of this Schedule 13D,
Mr. Loder did not have any transactions in the stock of the Issuer,
other than those described above in Item 3 and Item 4.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
Mr. Loder's shares.
(e) Mr. Loder continues to be the beneficial owner of more than five
percent of the outstanding common stock of the Issuer.
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CUSIP NO. 140448 30 9 PAGE 5 OF 8
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
On October 6, 1998, Ralph W. Newton, Jr. and Patricia L. Newton entered into an
agreement to sell their combined 140,000 shares of Class B Preferred Stock. Mr.
and Mrs. Newton collectively owned a majority of the outstanding shares of Class
B Preferred Stock (56%) and as a class, the holders of Class B Preferred Stock
have the right to elect a majority of the directors. The transaction closed on
February 3, 1999.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A copy of the Stock Purchase Agreement described in Item 6 above is filed as
Exhibit 1 hereto.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: February 16,1999 /S/GLEN C. LODER
Glen C. Loder
18537.1
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