May 6, 2005
Mail Stop 0511
Mr. Steven M. Hershman, President
Loans4Less.com, Inc.
210 Avenue I, Suites E and F
Redondo Beach, California 90277
Re: Loans4Less.com, Inc
File No. 24-10109
Offering Statement Form 1-A
Filed on April 8, 2005
Dear Mr. Hershman:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Part I. Notification
Item 1 - Significant Parties
1. For each of the company`s directors and officers and for
counsel
of the company, please include the person`s personal address as
required by Item 1 of the Form 1-A.
2. Please provide the disclosure required by Item 1 of Form 1-A
for
each person listed or indicate it is not applicable. It appears
there should be disclosure regarding beneficial owners of 5% or
more
of any class of the issuer`s securities and promoters of the
company.
Item 4. Jurisdiction in Which Securities Are to be Offered
3. The disclosure should be revised to note if true that the
securities have been or will be registered in the listed
jurisdictions.
4. Please revise this section to describe in more detail the
method
by which the securities will be offered. See Item 4(b) of Form 1-
A.
Item 5. Unregistered Securities Issued or Sold Within One Year
5. Disclose the type of services provided in each transaction and
the
value placed upon those services.
6. For each of the transactions, please indicate the section of
the
Securities Act or Commission rule or regulation relied upon for
exemption from the registration requirements of such Act and state
briefly the facts relied upon for such exemption. See Item 5(c)
of
Form 1-A.
Part II. Offering Circular
General
7. Please revise the disclosure to be consistent with the order
found
in Model B. Note that the risk factors section should immediately
follow the summary in the forepart of the offering circular. See
Item 3 of Model B.
8. While there is no technical requirement to provide a discussion
of
historical results of operations under Model B of Form 1-A, in
this
case we believe that such disclosures are necessary to ensure that
investors are provided with all material information pertaining to
the company. Specifically, we note that your revenue declined by
over
50% from 2003 to 2004, and net income declined by over 90% over
the
same period. For the quarter ended March 31, 2005, it appears that
these negative trends have continued. Accordingly, please provide
a
discussion of your historical results of operations in accordance
with Question 48 of Model A of Form 1-A.
Cover Page
9. The cover page should set forth the termination date of the
offering, and any arrangements to place the funds received in an
escrow, trust or similar arrangement. See Item 2 of Model B.
10. Please indicate that funds in the escrow account will be
promptly
returned to the investors if the minimum is not reached after the
offering terminates. See Rule 10b-9 of the Securities Exchange Act
of
1934. Revise throughout the offering circular as appropriate.
11. In a footnote to the table, please disclose the estimated
offering expenses.
12. Please explain the reference to 522,000 shares of common stock
underlying 522,000 shares of Series B 6.75% Convertible Preferred
Stock. Are you registering the resale of the common stock? What
is
the price of the securities in this offering? We may have further
comment.
Description of the Business, page 2
13. Please describe the general developments of the business of
Loans4Less.com Inc. during the past five years and before its
acquisition of Union Discount Mortgage. Please include the date
of
incorporation of Loans4Less.com, Inc. Describe the affiliation of
Loans4Less with Union Discount Mortgage before its acquisition of
Union Discount Mortgage.
14. Please explain the "`A` rated potential borrowers."
15. Please explain the "subprime market place."
16. Please provide in greater detail a discussion of your business
activities as a mortgage broker.
17. Please explain how you currently attract potential borrowers
through your website.
18. Please describe the principal terms of the agreement between
the
company and BrioRealty.com. Include the fee arrangement between
the
company and BrioRealty. Please file the agreement as an exhibit.
Also describe how BrioRealty provides the company with a
continuous
supply of active borrowers. In the management`s discussion and
analysis section, it may be useful to discuss the amount of
revenue
that the company received during the previous fiscal year from
this
arrangement.
19. Does the company receive a fee for the pre-qualification form?
20. Please explain the "lending network."
21. Please explain "deliverable rates" and "closing costs."
22. Please describe whether the company receives a fee when
persons
access its website and use the rate tracker and mortgage
calculator.
23. Please describe the "wholesale lending institutions." Please
describe any agreements that the company has entered into with the
lending institutions. All material agreements should be filed as
exhibits.
24. Please explain the terms which describe the institutional
portfolio loans, e.g., cost of funds index, negative amortization
adjustable rate mortgages etc.
25. Please describe whether Platinum Properties is a wholly owned
subsidiary of Loans4Less. It may be appropriate to create a
subsection that discusses the business of Platinum Properties.
26. In discussing how the company earns revenue, please describe
each
of the methods in more detail. It may be helpful to include
percentages. In the management discussion and analysis section,
it
may be helpful to discuss the historic revenues for each of these
methods.
27. Please explain in detail the statement "[a]fter it becomes
public, the Company does not intend to engage in any activities in
any active securities trading, but may from time to time purchase
certain securities for strategic investment purposes, if the
Company
determines such purchases as appropriate."
28. Please describe the principal market for and methods of
distribution of such products and services. See Item 6(a)(1)(ii)
of
Model B.
29. Please revise to indicate the company`s competitive position
in
the industry and the principal methods of competition. See Item
6(a)(2) of Model B.
Current Operations, page 3
30. Please disclose the total number of employees, in addition to
the
number of full-time employees. See Item 6(a)(1)(iv) of Model B.
31. Please describe generally the positions of the seven full-time
employees.
32. Please discuss the affiliation between your company and Union
Discount at the time of the acquisition. Was Mr. Hershman the
control person for Loans4Less.com prior to the acquisition?
33. Please discuss in more detail existing or probable
governmental
regulations. See Item 6(a)(2) of Model B. Discuss in greater
detail
the licensing requirements.
34. Please discuss whether the company is dependent on one or a
few
major suppliers. See Item 6(a)(2) of Model B.
35. Please describe generally the principal terms of the
agreements
between the company and the mortgage lenders listed on the top of
page 4.
Business Plan, page 4
36. In general, some of the information in the business plan
subsection appears promotional, rather than factual, and should be
revised to remove all promotional statements. No speculative
information should be included, unless clearly labeled as the
opinion
of management of the company along with disclosure of the
reasonable
basis for such opinions or beliefs. All claims of a speculative
nature not fully supported in the document should be deleted. We
refer, for example, to the reference "major lending portal,"
"significant intangible value," or "will continue as an ever
greater
resource to consumers shopping for mortgages . . . and will grow
considerably in the future." Please revise accordingly.
37. Please significantly revise the business plan subsection to
limit
the discussion to a specific plan of operations for the next
twelve
months. Provide details of your specific plan of operations,
including detailed milestones, the anticipated time frame for
beginning and completing each milestone, the estimated expenses
associated with each milestone and the expected sources of such
funding. Please explain how the company intends to meet each of
the
milestones if it cannot receive funding.
Description of Property, page 5
38. We note that the company states that it "shares offices."
Please
explain. Also, name the party from whom you lease the space.
Directors, Executive Officers and Significant Employees, page 5
39. Please disclose the period during which each director has
served
in this position.
40. Please provide a brief account of each person`s business
experience during the past five years. For each job held, please
include the name of the company and the start date and ending date
by
month and year. Also indicate the principal business of any
corporation or other organization where the occupation or
employment
was carried on. For example, please see the business experience
for
Julia Leah Greenfield. Also for Steven Hershman, please
specifically
describe his experience in the mortgage loan business and
securities
market business prior to 1993 or remove the reference.
41. Please provide more information regarding the claim of
accounting
failings.
Remuneration of Directors and Officers, page 7
42. Please include the amount of remuneration in the table.
43. Please describe the fully paid securities received by Steven
Hershman. Also describe if a valuation can be given for the
Convertible Preferred Stock issued to Mr. Hershman.
44. Please include the three highest paid persons who are officers
or
directors in the executive compensation table. Also, disclose
whether you have any compensation arrangements or agreements with
your executive officers.
Security Ownership of Management and Certain Securityholders, page
7
45. Please revise the percentages before the offering. It appears
that the 25.5 million shares of common stock owned by Mr. Hershman
would be 98.6% of the common stock outstanding assuming no
conversion
before the offering.
46. In the table, please include a line item for all officer and
directors as a group. See Item 10 of Model B.
Interest of Management and Others in Certain Transactions, page 8
47. Please include the amount of interest that Steven Hershman
received in connection with the described transactions.
Plan of Distribution, page 11
48. We note that the company may accept partial investment amounts
at
its option. Please explain how this will be determined and
reconcile
with the disclosure that there is a minimum investment of 5,000
shares in this offering.
49. For each person who will be selling the securities on behalf
of
the company, please set forth the basis of their qualification
under
Rule 3a4-1 under the Securities Exchange Act of 1934 with respect
to
each element of the safe harbor.
50. You need to indicate how your officers and directors will sell
the securities. You must outline your plan of distribution.
51. Please revise to identify the officers and directors who will
sell the shares.
52. You indicate that the offering is subject to the terms and
conditions of the subscription letter that accompanies the
offering
circular. Revise to summarize the applicable terms and conditions
of
the subscription letter.
53. Please describe the escrow arrangements and the return of
funds
to subscribers if the minimum is not sold.
54. We note that you plan to offer the securities through brokers
or
dealers not yet identified. Please disclose when you plan to
identify them.
Use of Proceeds, page 11
55. Please provide the disclosure required by Item 5 of Model B.
Include a use of proceeds table including the use of proceeds for
the
minimum, maximum and various levels between the two.
Dilution, page 12
56. Please revise the dilution tables to include this information
for
varying levels of proceeds between the minimum and maximum.
57. Please remove the statement "[a]lthough the Company has showed
a
profit in the past three years."
58. We note the statement "purchasers of the shares may experience
immediate dilution." Please revise to state that purchasers will
experience immediate dilution
Summary
59. Note that it may be helpful to provide a brief summary of the
information in the offering circular. The offering should be
brief
and provide an overview of key aspects of the offering.
Risk Factors, page 14
60. Please avoid the generic conclusion you reach in some of your
risk factors that the risk would have a material adverse impact,
will
harm or will adversely affect the company. Instead, replace this
language with specific disclosure of how your business and
operations
would be affected.
61. In risk factor three, you state that "[t]he company has had
profitable operations in California." Please revise the risk
factor
to focus only upon the risk.
62. You should present as risk factors only those factors that
represent a material risk to investors in this offering. Do not
include risk factors that could apply to any issuer or to any
other
offering. Please revise risk factor nine to cite a particular
risk
or delete it.
63. Please include a risk factor regarding the lack of a market
for
your common stock.
Union Discount Mortgage Financial Statements for the Years ended
December 31, 2004 and 2003
General
64. Please consider combining the financial statements for each
year
into a single set of financial statements with one set of
footnotes
covering both periods. Also, please revise the financial
statements
to clearly indicate the time periods to which they relate (e.g. -
year ended December 31, 2004).
65. We note that your financial statements do not include a
statement
of stockholders` equity, which is required for financial
statements
prepared in accordance with generally accepted accounting
principles.
Please revise the filing to include a statement of stockholders`
equity for each period presented.
66. We note that many assets and liabilities are classified based
on
the bank or brokerage account name (for assets) or vendor name
(for
liabilities). Please revise your descriptions through the
financial
statements to reflect captions that are consistent with those
typically used in financial statements (e.g. - cash and cash
equivalents, short-term investments, notes receivable, accounts
payable, accrued expenses, etc.).
67. We note your disclosure that states the company had immaterial
accrued assets or liabilities at each respective balance sheet
date.
Please revise your disclosure to eliminate this reference. To the
extent that any items are required to be accrued under generally
accepted accounting principles, revise the financial statements
accordingly.
Balance Sheet
68. Please disclose the par value of your common stock (if any),
and
the number of shares authorized, issued and outstanding at each
balance sheet date.
69. Please combine the various captions shown (stockholder
distributions, retained earnings, current year net income) into a
single total for retained earnings.
Income Statement
70. We note the operating expense titled "rebates". Please tell
us
supplementally what this expense item is comprised of, and your
basis
in the accounting literature for its treatment as an operating
expense.
71. Please disclose earnings per share on the income statement as
required by paragraph 36 of FAS 128.
Cash Flow Statement
72. The statement of cash flows for each period does not comply
with
generally accepted accounting principles. Please prepare a cash
flow
statement for each respective period in accordance with FAS 95,
Statement of Cash Flows.
Revenue Recognition Footnotes
73. Please expand your disclosure regarding revenue recognition to
address each of the primary criteria in Staff Accounting Bulletin
No.
104 (evidence of an arrangement, delivery or performance, selling
price fixed or determinable, collectibility is reasonably assured)
as
they pertain to your business. We note that your financial
statements do not include any accounts receivable balances.
Please
tell us supplementally whether this means that revenue is not
recognized until any amounts payable to the company have been
collected (assuming that all other criteria for revenue
recognition
are met).
Notes Receivable
74. Please tell us supplementally why the notes receivable were
classified as non-current at December 31, 2003, as your disclosure
states that such amounts were due in March 2004 and October 2004.
Please revise your disclosure to state whether the notes
receivable
have been collected, and revise the financial statements to
reflect
the notes receivable as current assets at December 31, 2003.
Retirement Plan
75. We note your disclosure that for the year ended December 31,
2003, contributions of $69,000 were made to the retirement plan,
representing 25% of gross salaries, limited to a maximum of
$40,000
per participant. In addition, we note that employee and payroll
tax
expense was approximately $175,000 in 2003, compared to
approximately
$477,000 in 2004. Please tell us supplementally whether a portion
of
the expense recorded in 2004 relates to services performed in
2003,
and if so, revise the financial statements to reflect the costs
incurred for each year on an accrual basis. If you believe that
the
payroll expense for each year is properly stated, please tell us
what
factors accounted for the significant increase in expenses. Also,
please tell us how the retirement plan contribution of $69,000 for
2003 was made in accordance with the terms of the plan, as the
contribution appears to represent approximately 40% of the total
employee and payroll tax expense for the year.
Marketable Securities
76. Please revise your disclosure to indicate how your investments
are classified in accordance with FAS 115. We note that your
statement of operations includes both realized and unrealized
gains
relating to investments, which would appear to indicate that
investments are classified as trading under FAS 115, as opposed to
available-for-sale or held-to-maturity. If any securities are
classified as held-to-maturity, please tell us supplementally
whether
there have been any instances in which a security classified as
held-
to-maturity was sold prior to its maturity date, and if so, the
circumstances surrounding management`s determination to sell the
security.
Property and Equipment
77. We note your disclosure that depreciation of property and
equipment is calculated using the straight-line and accelerated
methods. If both methods are used for financial reporting
purposes,
please disclose which method applies to each major asset category.
If the accelerated method is only used for tax purposes, please
delete the reference to this method in your disclosure.
J.P. Morgan Invest, LLC
78. Please revise your disclosure to clearly indicate whether the
securities and credit line represent the assets and liabilities of
the company. Also, please revise the disclosure to include all
material terms of the credit line, including the interest rate,
and
any available but unused credit facilities at each balance sheet
date.
Line of Credit
79. Please revise your disclosure to indicate the maximum
borrowing
amount of the line of credit.
Legal Costs
80. We note your disclosure regarding the legal expenses incurred
in
2004 relating to the establishment of the Loans4Less.com 2004
Stock
Option Plan. Please tell us supplementally whether there are any
stock options outstanding at each balance sheet date. If there
are
any stock options outstanding, revise the financial statements to
include all of the disclosures required under APB 25, FAS 123, FAS
148 and paragraph 40 of FAS 128.
Loans4Less.com Financial Statements for the period ended March 31,
2005
General
81. The financial statements should be updated as necessary to
comply
with paragraphs (1) and (2) of Part F/S of Form 1-A at the
qualifying
date.
82. Please revise the financial statements to include a statement
of
stockholders` equity, and a revised cash flow statement prepared
in
accordance with FAS 95. In addition, please revise the financial
statements to reflect captions that are consistent with those
typically used in financial statements. Lastly, please revise the
financial statements as necessary to address our prior comments
regarding the Union Discount Mortgage financial statements, to the
extent that such comments are also applicable to the
Loans4Less.com
financial statements.
83. Based on your disclosures, it appears that the acquisition of
Union Discount Mortgage, Inc. by Loans4Less.com, Inc. is a
recapitalization of Union Discount Mortgage into Loans4Less.com.
Accordingly, the financial statements should reflect the
historical
financial statements of Union Discount Mortgage, combined with the
new capital structure of Loans4Less.com. Typically, this is
reflected
in the financial statements by showing the issuance of stock by
the
operating company (Union Discount Mortgage) to acquire the net
monetary assets of the non-operating shell company
(Loans4Less.com).
As a result, at the date of the acquisition, the retained earnings
balance will equal the historical balance for the operating
company
(Union Discount Mortgage), rather than being reset to zero as has
been done in your financial statements. Please revise the
financial
statements and related disclosures accordingly. Also, please
describe the material terms of the recapitalization in Note 1 -
Description of Business.
84. Please revise the balance sheet to reflect the outstanding
common
stock and Series A and B preferred stock as of the balance sheet
date, with disclosure of the shares authorized, issued and
outstanding for each class of security. Also, please provide the
disclosures required by FAS 129 regarding your capital structure
(which are similar to your disclosures on page 10 of the offering
circular) in the footnotes to the financial statements.
Note 9 - J.P. Morgan Invest, LLC
85. Please tell us supplementally how this transaction relates to
the
merger agreement between Union Discount Mortgage and
Loans4Less.com,
which appears to describe an exchange of equity interests rather
than
a distribution of assets. If the transaction represents a
dividend
to your major shareholder that was contemplated at the date of
acquisition, please revise your disclosure accordingly, and
reflect
the dividend payment in your statement of stockholders` equity.
We
may have additional comments after reviewing your response.
Pro Forma Financial Statements
86. Please remove all of the pro forma financial statements that
were
included in the offering circular, as the information that was
provided is not what was intended by Item 4 of Part F/S of Form 1-
A.
It does not appear that any pro forma financial information is
required in your filing, as there are no disclosures regarding any
significant business combinations which have occurred or are
probable.
Exhibits
87. Please file an executed copy of the agreement and plan of
reorganization.
88. Please reconcile the number of shares being offered in this
offering circular with the disclosure in the escrow agreement.
The
escrow agreement should set forth the terms of the escrow
agreement,
including the requirements that must be met to break escrow.
89. Please file a legality opinion.
Closing Comments
As appropriate, please amend your offering statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the qualification date of the pending offering
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing qualified, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing qualified, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
qualification as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
qualification date of the offering statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed offering of
the
securities specified in the above offering statement. We will act
on
the request and, pursuant to delegated authority, grant
acceleration
of the qualification date.
Please allow adequate time after the filing of any amendment
for further review before submitting a request for acceleration.
Please provide this request at least two business days in advance
of
the requested qualification date.
You may contact Carlton Tartar at (202) 551-3387 or Terence
O`Brien at (202) 551-3355 if you have questions regarding comments
on
the financial statements and related matters. Questions on other
disclosure issues may be directed to Thomas Kluck at (202) 551-
3233
or Pamela Howell, who supervised the review of your filing, at
(202)
551-3357.
Sincerely,
John Reynolds, Assistant Director
Office of Emerging Growth Companies
cc: Lee W. Cassidy
Fax (202) 745-1920
??
??
??
??
Loans4Less.com Inc.
May 6, 2005
Page 1