SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
[as permitted by Rule
14a-6(e)(2)]
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section
240.14a-11(c) or Section 240.14a-12
Email Mortgage, Inc.
(name of Registrant as Specified In Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ x] No Fee required.
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which
transaction applies:
2) Aggregate number of securities to which
transaction applies:
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
4) Proposed maximum aggregate value of
transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary
materials.
[ ] Check box if any part of the fee is offset
as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid
previously. Identify the previous filing by
registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF EMAIL MORTGAGE, INC.
Dianne VandenBurg is hereby authorized to represent
and to vote the shares of the undersigned in Email
Mortgage, Inc. at a Special Meeting (hereinafter
referred to as "Special Meeting") of the
Stockholders to be held on July 5, 2002 and at any
adjournment as if the undersigned were present and
voting at the meeting.
1. Approval of a name change to Mariner Health
Care, Inc.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. In their discretion, on any other business
that may properly come before the meeting.
The shares represented hereby will be voted. With
respect to item 1 above, the shares will be voted
in accordance with the specifications made and
where no specifications are given, said proxies
will vote for the proposals. This proxy may be
exercised by a majority of those proxies or their
substitutes who attend the meeting.
Please sign and date and return to Email Mortgage,
Inc., 5650 Greenwood Plaza Boulevard, Suite 201,
Greenwood Village, Colorado 80111.
Dated: June 13, 2002
- ---------------------------------
Signature
- ---------------------------------
Signature
Joint Owners should each sign. Attorneys-in-fact,
executors, administrators, trustees, guardians or
corporation officers, should give full title.
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Email Mortgage, Inc.
5650 Greenwood Plaza Boulevard, Suite 201
Greenwood Village, Colorado 80111
June 13, 2002
To the Stockholders of
Email Mortgage, Inc.
You are cordially invited to attend a Special
Meeting (hereinafter referred to as "Special
Meeting") of Stockholders of Email Mortgage, Inc.
(the "Company"), to be held at 5650 Greenwood Plaza
Boulevard, Suite 201, Greenwood Village, Colorado
80111, at 9:00 A.M., Mountain time on Friday, July
5, 2002, to consider and vote upon the matters set
forth in the accompanying Notice of Special Meeting
of Stockholders.
Shareholders are being asked to approve a name
change to Mariner Health Care, Inc. to more
accurately reflect the proposed business of the
Company to assist in the development of new
healthcare technologies.
We are currently in the process of changing our
corporate domicile from Colorado to Nevada. Based
on the Colorado Revised Statutes, no shareholder
approval is required for this transaction.
Since it is important that your shares be
represented at the meeting whether or not you plan
to attend in person, please indicate on the
enclosed proxy your decisions about how you wish to
vote and sign, date and return the proxy promptly
in the envelope provided. If you find it possible
to attend the meeting and wish to vote in person,
you may withdraw your proxy at that time. Your
vote is important, regardless of the number of
shares you own.
Sincerely,
- ----------------------------------
Dianne Vandenberg
Chairman of the Board of Directors
Chief Executive Officer
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EMAIL MORTGAGE, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held July 5, 2002
To the Stockholders of
Email Mortgage, Inc.
NOTICE IS HEREBY GIVEN that an Special Meeting of
Stockholders of Email Mortgage, Inc. (the
"Company") will be held on Friday, July 5, 2002 at
9:00 o'clock in the morning, local time at the for
the following purposes; all as more specifically
set forth in the attached Proxy Statement.
1. To consider and vote a name change to Mariner
Health Care, Inc.
2. To transact such other business as may
properly be brought before this meeting.
Only holders of record of Common Stock of the
Corporation as of the close of business on June 10,
2002 are entitled to notice of or to vote at the
meeting or any adjournment thereof. The stock
transfer books of the Corporation will not be
closed.
Stockholders are encouraged to attend the meeting
in person. To ensure that your shares will be
represented, we urge you to vote, date, sign and
mail the Proxy Card in the envelope that is
provided, whether or not you expect to be present
at the meeting. The prompt return of your Proxy
Card will be appreciated. It will also save the
Company the expense of a reminder mailing. The
giving of such Proxy will not affect your right to
revoke such Proxy by appropriate written notice or
to vote in person should you later decide to attend
the meeting.
By order of the Board of Directors
Dianne Vandenberg
June 13, 2002
Chairman of the Board of Directors
Chief Executive Officers
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PROXY STATEMENT
EMAIL MORTGAGE, INC.
SPECIAL MEETING OF STOCKHOLDERS
To Be Held Friday, July 5, 2002
INTRODUCTION
This Proxy Statement is furnished in connection
with the solicitation of proxies by the Board of
Directors of Email Mortgage, Inc., a Colorado
corporation (the "Company"), to be voted at a
Special Meeting of Stockholders of the Company to
be held on Friday, July 5, 2002 at 9:00 A.M.,
Eastern time, at 5650 Greenwood Plaza Boulevard,
Suite 201, Greenwood Village, Colorado 80111 and at
any adjournment thereof (the "Meeting"). The Proxy
may be revoked by appropriate written notice at any
time before it is exercised. See, "Voting and
Solicitation of Proxies".
This Proxy Statement and the accompanying Notice
and Form of Proxy are being mailed on or about June
13, 2002 to record holders of the Company's Common
Stock as of June 10, 2002 (the "Record Date").
As of Record Date, 12,507,000 shares of Common
Stock of the Company were issued and outstanding.
This reflects a recent forward 5 for 1 stock split.
Each share of Common Stock entitles the holder to
one vote on all matters brought before the Special
Meeting.
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.
Business Activities. We are a direct facilitator
to wholesale banks with a complete mortgage product
mix. We provide lender direct pricing and
convenience by facilitating the mortgage process in
matching the borrower with an appropriate wholesale
bank, plus we give the personal attention and
service that you would get from a mortgage broker.
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Email Mortgage assists whole mortgage banks in
obtaining the necessary information to provide a
wide variety of mortgage products including:
- conventional loans up to $275,000,
- loans that allow income and asset sections
of loan applications to remain blank, and
- loans that do not meet the requirements of
Fannie Mae, an agency that sets guidelines for
loans they will purchase.
We have not generated significant revenues from
these activities at this time.
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.
NAME CHANGE
Email Mortgage, Inc. is seeking to pursue a new
line of business. Email Mortgage, Inc. will act
as an incubator for emerging healthcare
technologies and assist in the development of these
new technologies. In order to facilitate these
goals, the board of directors has approved a name
change to more accurately reflect the proposed
business of Email Mortgage, Inc.
The affirmative vote of a majority of the shares of
Common Stock of Email Mortgage, Inc. is required
for approval of the name change to Mariner Health
Care, Inc.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
There are currently 12,507,000 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.
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Number & Class Percentage of
Name and Address of Shares Shares
Dianne VandenBurg 125,000 1.00%
30954 Highway 24
Simla, CO 80835
Gary Rothwell 100,000 .80%
3299 E. Otero Circle
Littleton, CO 80111
The Clarkson Trust 11,000,000 87.95%
5650 Greenwood Plaza Boulevard
Suite 221
Greenwood Village, CO 80111
All Directors & Officers
as a group (2 persons) 225,000 1.80%
- -------------------
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.
The trustee of the Clarkson Trust is Jerry Burden,
located at 5650 Greenwood Plaza Boulevard, Suite
221, Greenwood Village 80111, a U.S. citizen.
Remuneration. To date, no material compensation
has been paid to the officers of Email Mortgage.
Prior officer and director, 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
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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.
There is no plan or arrangement with respect to
compensation received or that may be received by
the executive officers in the event of termination
of employment or in the event of a change in
responsibilities following a change in control.
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 March 31, 2001, Advanced
Funding loaned Email Mortgage $50,450 in cash and
paid expenses on behalf of Email Mortgage of
$11,675. Email Mortgage issued common stock to
repay $2,200 of the cash advanced. The balance
due to Advanced Funding is $59,925 and is not
expected to be repaid currently.
During the year ended March 31, 2001, we acquired
ownership rights to an Internet website known as
"emailmortage.com". We acquired the website from
an entity controlled by Jerry Burden who also
controls The Clarkson trust that owns a majority of
our common stock. The amount of $11,500 paid for
the development of the website has been included in
loans from related parties at March 31, 2001.
We have entered into an oral agreement with Email
RealEstate. Email RealEstate is controlled by The
Washington Trust. The Washington Trust is
controlled by Jerry Burdenm who also controls the
majority shareholder of Email Mortgage. 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.
MANAGEMENT
Executive Officers and Directors. Our executive
officers and directors and their business
experience follows:
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Name Position
Dianne VandenBurg, age 41 President/Director
Gary Rothwell, age 61 Secretary/Treasurer/
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 & 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.
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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.
VOTING AND SOLICITATION OF PROXIES
Stockholders represented by properly executed
proxies received by the Company prior to or at the
Meeting and not duly revoked will be voted in
accordance with the instructions thereon. If
proxies will be voted in instructions are indicated
thereon, such proxies will be voted in favor of
Item 1 inclusive. Execution of a proxy will not
prevent a stockholder from attending the Meeting
and revoking his proxy by voting in person
(although attendance at the Meeting will not in
itself revoke a proxy). Any stockholder giving a
proxy may revoke it at any time before it is voted
by giving to the Company's Secretary/Treasurer
written notice bearing a later date than the proxy,
by delivery of a later dated proxy, or by voting in
person at the Meeting. Any written notice revoking
a proxy should be sent to Email Mortgage, Inc. at
5650 Greenwood Plaza Boulevard, Suite 201,
Greenwood Village, Colorado 80111.
The Company's Board of Directors does not know of
any other matters that will be presented for
consideration at the Meeting. However, if any
other matters which will be presented for
consideration at the Meeting. However, if any
other matters are properly presented for action at
the Meeting, it is the intention of the person(s)
named in the accompanying Form of Proxy to vote the
shares represented thereby in accordance with their
best judgment on such matters.
All costs relating to the solicitation of proxies
made hereby will be borne by the Company. Proxies
may be solicited by officers and directors of the
Company personally, by mail or by telephone or
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telegraph, and the Company may pay brokers and
other persons holding shares of stock in their
names of those of their nominees for their
reasonable expenses in forwarding soliciting
material to their principals.
It is important that proxies be returned promptly.
Stockholders who do not expect to attend the
Meeting in person are urged to sign and date the
accompanying Form of Proxy and mail it in a timely
fashion so that their vote can be recorded.
OTHER MATTERS
The Company is not aware of any other business to
be presented at the Special Meeting. If matters
other than those described herein should properly
arise at the meeting, the proxies will vote on such
matters in accordance with their best judgment.