As filed with the Securities and Exchange Commission December 12, 2014

Registration Statement No. 333-_____________

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-1

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

IEG Holdings Corporation

(Exact name of registrant as specified in its charter)

 

Florida		6141		65-0888146
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

 

6160 West Tropicana Ave, Suite E-13

Las Vegas, NV 89103

(702) 227-5626

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Paul Mathieson

Chief Executive Officer

6160 West Tropicana Ave, Suite E-13

Las Vegas, NV 89103

(702) 227-5626

(Name, address and telephone number of agent for service)

 

With copies to:

Laura Anthony, Esq.

Legal & Compliance, LLC

330 Clematis Street, Suite 217

West Palm Beach, FL 33401

Phone: (800) 341-2684

 

Approximate date of proposed sale to public: As soon as practicable after this registration statement becomes effective.

 

If any of the securities being registered on the Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: [X]

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [  ]

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering: [  ]

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering: [  ]

 

Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer	[  ]	Accelerated filer	[  ]
Non-accelerated filer	[X] (Do not check if a smaller reporting company)	Smaller reporting company	[  ]

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered		Amount to be Registered				Proposed  Maximum Offering Price per Share				Proposed Maximum Aggregate Offering Price (2)				Amount of Registration Fee
Common stock, par value $0.001 per share, by Selling Stockholders			172,965,945	(1)		$	1.00	(2)		$	172,965,945.00			$	20,098.64

 

(1)	Represents shares offered for resale by certain selling stockholders.
(2)	Estimated solely for purposes of calculating the registration fee in accordance with Rule 457 of the Securities Act of 1933, as amended, based on the last sale reported on December 8, 2014.

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a) may determine.

 

 

 

The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED DECEMBER 12, 2014

 

172,965,945 Shares

 

IEG Holdings Corporation

 

Common Stock

 

This prospectus relates to the resale of up to 172,965,945 shares of our common stock by the selling stockholders named in this prospectus. This prospectus may be used by the selling stockholders named herein to resell, from time to time, those shares of our common stock included herein. For information about the selling stockholders see “Principal and Selling Stockholders” on page 29. Our common stock is presently quoted on the Pink Current Information tier of the OTC Markets Group, Inc. under the trading symbol “IEGH”. On December 8, 2014, the last sale price of our common stock as reported by the OTC Markets was $1.00 per share.

 

The selling stockholders may offer to sell their shares of common stock from time to time through public or private transactions, on or off of the OTC Markets at prevailing market prices, at prices related to the prevailing market prices, at fixed prices that may be changed, or at privately negotiated prices. We will not receive any of the proceeds from the sale of the shares of common stock by the selling stockholders.

 

The selling stockholders, and any participating broker-dealers, may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and any commissions or discounts given to any such broker-dealer may be regarded as underwriting commissions or discounts under the Securities Act. The selling stockholders have informed us that they do not have any agreement or understanding, directly or indirectly, with any person to distribute their common stock. We will be responsible for all fees and expenses incurred in connection with the preparation and filing of the registration statement of which this prospectus is a part; provided, however, that we will not be required to pay any underwriters’ discounts or commissions relating to the securities covered by the registration statement.

 

We are an “emerging growth company” as defined in the Securities and Exchange Commission (“SEC”) rules and we will be subject to reduced public reporting requirements. See “Emerging Growth Company Status.” Our common stock is subject to the “penny stock” rules of the SEC.

 

Persons effecting transactions in the shares should confirm the registration of these securities under the securities laws of the states in which transactions occur or the existence of applicable exemptions from such registration.

 

THE SHARES BEING OFFERED ARE HIGHLY SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. THEY SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. SEE “RISK FACTORS” BEGINNING ON PAGE 7 OF THIS PROSPECTUS FOR A DISCUSSION OF INFORMATION THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN OUR SECURITIES.

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

You should rely only on the information contained in this prospectus. We have not, and the selling stockholders have not, authorized anyone to provide you with different information from that contained in this prospectus or in any free writing prospectus that we may authorize. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy the securities in any circumstances under which the offer or solicitation is unlawful. Neither the delivery of this prospectus nor any distribution of securities in accordance with this prospectus shall, under any circumstances, imply that there has been no change in our affairs since the date of this prospectus.

 

The date of this prospectus is ______________, 2014.

 

 

 

TABLE OF CONTENTS

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		3
INDUSTRY AND MARKET DATA		3
PROSPECTUS SUMMARY		4
RISK FACTORS		7
USE OF PROCEEDS		12
DETERMINATION OF OFFERING PRICE		12
PLAN OF DISTRIBUTION		12
DIVIDEND POLICY		13
DESCRIPTION OF BUSINESS		14
MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS		18
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		19
APPOINTMENT OF AUDITOR		26
DIRECTORS AND EXECUTIVE OFFICERS		26
EXECUTIVE COMPENSATION		28
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		29
PRINCIPAL AND SELLING STOCKHOLDERS		29
DESCRIPTION OF SECURITIES		76
LEGAL MATTERS		82
EXPERTS		82
DISCLOSURE OF COMMISSION’S POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES		82
WHERE YOU CAN FIND MORE INFORMATION		82
INDEX TO FINANCIAL STATEMENTS		F-1
FINANCIAL STATEMENTS		F-2

 

No dealer, salesperson or other individual has been authorized to give any information or to make any representation other than those contained in this prospectus in connection with the offer made by this prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by us or the selling stockholders. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such offer or solicitation. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs or that information contained herein is correct as of any time subsequent to the date hereof.

 

For investors outside the United States: We have not and the selling stockholders have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves, and observe any restrictions relating to, the offering of the shares of our common stock and the distribution of this prospectus outside the United States.

 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus includes “forward-looking statements” within the meaning of the federal securities laws that involve risks and uncertainties. Forward-looking statements include statements we make concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. Some forward-looking statements appear under the headings “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations’” and “Business.” When used in this prospectus, the words “estimates,” “expects,” “anticipates,” “projects,” “forecasts,” “plans,” “intends,” “believes,” “foresees,” “seeks,” “likely,” “may,” “might,” “will,” “should,” “goal,” “target” or “intends” and variations of these words or similar expressions (or the negative versions of any such words) are intended to identify forward-looking statements. All forward-looking statements are based upon information available to us on the date of this prospectus.

 

These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of our control, that could cause actual results to differ materially from the results discussed in the forward-looking statements, including, among other things, the matters discussed in this prospectus in the sections captioned “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations’” and “Business.” Some of the factors that we believe could affect our results include:

 

	●	limitations on our ability to continue operations and implement our business plan;
	●	our history of operating losses;
	●	the timing of and our ability to obtain financing on acceptable terms;
	●	the effects of changing economic conditions;
	●	the loss of members of the management team or other key personnel;
	●	competition from larger, more established companies with greater economic resources than we have;
	●	costs and other effects of legal and administrative proceedings, settlements, investigations and claims, which may not be covered by insurance;
	●	costs and damages relating to pending and future litigation;
	●	control by our principal equity holders; and
	●	the other factors set forth herein, including those set forth under “Risk Factors.”

 

There are likely other factors that could cause our actual results to differ materially from the results referred to in the forward-looking statements. All forward-looking statements attributable to us in this prospectus apply only as of the date of this prospectus and are expressly qualified in their entirety by the cautionary statements included in this prospectus. We undertake no obligation to publicly update or revise forward-looking statements to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events, except as required by law.

 

INDUSTRY AND MARKET DATA

 

We are responsible for the disclosure in this prospectus. However, this prospectus includes industry data that we obtained from internal surveys, market research, publicly available information and industry publications. The market research, publicly available information and industry publications that we use generally state that the information contained therein has been obtained from sources believed to be reliable. The information therein represents the most recently available data from the relevant sources and publications and we believe remains reliable. We did not fund and are not otherwise affiliated with any of the sources cited in this prospectus. Forward-looking information obtained from these sources is subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this prospectus.

 

 

PROSPECTUS SUMMARY

 

This summary highlights certain significant aspects of our business and this offering, but it is not complete and does not contain all of the information that you should consider before making your investment decision. You should carefully read the entire prospectus and the information incorporated by reference into this prospectus, including the information presented under the section entitled “Risk Factors” and the financial data and related notes, before making an investment decision. This summary contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from future results contemplated in the forward-looking statements as a result of factors such as those set forth in “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.” Certain historical information in this prospectus has been adjusted to reflect the 1-for-6 reverse stock split of our common stock that was effective February 22, 2013.

 

In this prospectus, unless the context indicates otherwise, “IEG Holdings,” the “Company,” “we,” “our,” “ours” or “us” refer to IEG Holdings Corporation, a Florida corporation, and its subsidiaries.

 

Our Company

 

We were organized as a Florida corporation on January 21, 1999, under the name Interact Technologies, Inc. and previously operated under the names Fairhaven Technologies, Inc. and Ideal Accents, Inc. We changed our name to IEG Holdings Corporation in February 2013. Since September 2010, we commenced operations to establish the business of providing unsecured consumer loans ranging from $2,000 - $10,000 and offer loans online under the consumer brand “Mr. Amazing Loans”. The Company is headquartered in Las Vegas, Nevada and currently originates direct consumer loans in the states of Nevada, Florida, Illinois, Arizona, Georgia, Missouri, Virginia, Texas and New Jersey via its website and online distribution network. The Company is a fully licensed consumer installment loan provider in the nine states in which it operates and offers all loans within the prevailing statutory rates.

 

On January 25, 2013, Investment Evolution Global Corporation (“IEGC”) entered into a stock exchange agreement (the “Stock Exchange Agreement”) among IEGC, its sole shareholder IEG Holdings Limited, an Australian company (“IEG”) and our company. Under the terms of the Stock Exchange Agreement, we agreed to acquire a 100% interest in IEGC for 272,447,137 shares of our common stock after giving effect to a 1-for-6 reverse stock split. On February 14, 2013 we filed amended articles of incorporation (the “Amended Articles”) with the Secretary of State of Florida which had the effect of:

 

	●	changing our name from Ideal Accents, Inc. to IEG Holdings Corporation,
	●	increasing the number of shares of our authorized common stock to 1,000,000,000, $.001 par value,
	●	creating 50,000,000 shares of “blank-check” preferred stock, and
	●	effecting a 1-for-6 reverse stock split of our issued and outstanding common stock (the “Reverse Stock Split”) pursuant to the terms of the Stock Exchange Agreement.

 

FINRA approved our Amended Articles on March 11, 2013.

 

On March 13, 2013, we completed the acquisition of IEGC under the terms of the Stock Exchange Agreement and issued to IEG 272,447,137 shares of our common stock after giving effect to the Reverse Stock Split whereby we acquired a 100% interest in IEGC. As a result of the ownership interests of IEG in our company and its former ownership interest in IEGC, for financial statement reporting purposes, our acquisition of IEGC has been treated as a reverse acquisition with the IEGC being the accounting acquirer.

 

During the fiscal year ended December 31, 2013, we generated revenue of $62,949, and had a net loss of $4,477,975. During the nine months ended September 30, 2014, we generated revenue of $239,832, and had a net loss of $4,308,962.

 

Emerging Growth Company Status

  

We are an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We intend to take advantage of all of these exemptions.

 

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards, and delay compliance with new or revised accounting standards until those standards are applicable to private companies. We have elected to take advantage of the benefits of this extended transition period.

 

 

We could be an emerging growth company until the last day of the first fiscal year following the fifth anniversary of our first common equity offering, although circumstances could cause us to lose that status earlier if our annual revenues exceed $1.0 billion, if we issue more than $1.0 billion in non-convertible debt in any three-year period or if we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act.

 

Company Information

 

Our principal office is located at 6160 West Tropicana Ave, Suite E-13, Las Vegas, NV 89103 and our phone number is (702) 227-5626. Our corporate website address is www.investmentevolution.com. Information contained on, or accessible through, our website is not a part of, and is not incorporated by reference into, this prospectus.

 

The Offering

 

Issuer		IEG Holdings Corporation
Common stock offered by the selling stockholders		172,965,945 shares
Common stock outstanding before this offering		1,872,598,662 shares
Common stock to be outstanding after this offering		1,872,598,662 shares
Offering price per share		The selling stockholders may offer to sell their shares of common stock from time to time through public or private transactions, on or off of the OTC Markets at prevailing market prices, at prices related to the prevailing market prices, at fixed prices that may be changed, or at privately negotiated prices.
Use of proceeds		We will not receive any proceeds from the sale of common stock by the selling stockholders in this offering. See “Use of Proceeds” and “Principal and Selling Stockholders.”
Risk factors		See “Risk Factors” beginning on page 7 of this prospectus for a discussion of some of the factors you should carefully consider before deciding to invest in our common stock.
OTC trading symbol		IEGH

 

 

SUMMARY HISTORICAL FINANCIAL DATA

 

The following table presents our summary historical financial data for the periods indicated. The summary historical financial data for the years ended December 31, 2013 and 2012 and the balance sheet data as of December 31, 2013 and 2012 are derived from the audited financial statements. The summary historical financial data for the nine months ended September 30, 2014 and 2013 and the balance sheet data as of September 30, 2014 and 2013 are derived from the unaudited financial statements included herein. The unaudited financial statements include, in the opinion of management, all adjustments consisting of only normal recurring adjustments, that management considers necessary for the fair presentation of the financial information set forth in those statements.

 

Historical results are included for illustrative and informational purposes only and are not necessarily indicative of results we expect in future periods, and results of interim periods are not necessarily indicative of results for the entire year. You should read the following summary financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes appearing elsewhere in this prospectus.

 

		Year Ended December 31,								Nine Months Ended September 30,
		2013				2012				2014				2013
Statement of Operations Data
Total revenues		$	56,585			$	28,950			$	239,832			$	38,453
Total operating expenses			4,345,539				2,494,321				4,151,932				3,346,164
Loss from operations			(4,282,590	)			(2,456,542	)			(3,912,100	)			(3,307,711	)
Total other income (expense)			(195,385	)			(50,980	)			(396,862	)			(143,726	)
Net loss		$	(4,477,975	)		$	(2,507,522	)			(4,308,962	)			(3,451,437	)

 

Balance Sheet Data (at period end)
Cash and cash equivalents		$	281,879			$	178,601			$	2,367,308			$	134,579
Working capital (1)			(280,786	)			(1,207,909	)			2,497,574				(1,456,708	)
Total assets			922,140				791,196				5,093,570				574,141
Total liabilities			(2,923,596	)			(1,858,111	)			(4,143,010	)			2,298,801
Stockholders’ equity (deficit)			(2,001,456	)			(1,066,915	)			950,560				(1,724,660	)

 

(1) Working capital represents total current assets less total current liabilities.

 

 

RISK FACTORS

 

Investment in our common stock involves a number of substantial risks. You should not invest in our stock unless you are able to bear the complete loss of your investment. In addition to the risks and investment considerations discussed elsewhere in this prospectus, the following factors should be carefully considered by anyone purchasing the securities offered through this prospectus. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. If any of the following risks actually occur, our business could be harmed. In such case, the trading price of our common stock could decline and investors could lose all or a part of the money paid to buy our common stock.

 

Risks Related to Our Business and Industry

 

Our limited operating history makes our future prospects and financial performance unpredictable, which may impair our ability to manage our business and your ability to assess our prospects.

 

We commenced operations in 2010 and as a result, we have a limited operating history upon which a potential investor can evaluate our prospects and the potential value of an investment in our company. We remain subject to the risks inherently associated with new business enterprises in general and, more specifically, the risks of a new financial institution and, in particular, a new Internet-based financial institution. Our prospects are subject to the risks and uncertainties frequently encountered by companies in their early stages of development, including the risk that we will not be able to implement our business strategy. We have not made an operating profit since incorporation and the current scale of our operations is insufficient to achieve profitability.

 

We are highly dependent on our credit facility.

 

We are highly dependent on our credit facility with BFG Loan Holdings, LLC to execute on our growth plans and operate our business. An amendment to the credit facility loan agreement was made effective on June 30, 2014 which extended the Term Conversion Date past June 30, 2014 and allows us to continue drawing down from the facility to fund our loan originations. Under the amended agreement, the Term Conversion Date is at the discretion of the lender and there is no guarantee when the lender will convert the facility to a term loan. It would be very difficult to find a financing source to replace our current lender if it elected not to lend any additional amounts in our company. The loss of our credit facility or future renewals of that financing arrangement could have a material adverse effect on our business. Upon conversion to a term loan, monthly principal and interest payments equal to 100% of the consumer loan proceeds will be due. This credit facility terminates on June 1, 2016.

 

Because our officers and board of directors will make all management decisions, you should only purchase our common stock if you are comfortable entrusting our directors to make all decisions.

 

Our board of directors will have the sole right to make all decisions with respect to our management. Investors will not have an opportunity to evaluate the specific projects that will be financed with future operating income. You should not purchase our common stock unless you are willing to entrust all aspects of our management to our officers and directors.

 

We may not be able to implement our plans for growth successfully, which could adversely affect our future operations.

 

Since launching online lending in July 2013, the amount we have lent to borrowers (our loan book) has grown 2040% from $237,000 at June 30, 2013 to $5,071,022 at November 28, 2014. We expect to continue to grow our loan book and number of customers at an accelerated rate following completion of this offering. Our future success will depend in part on our continued ability to manage our growth. We may not be able to achieve our growth plans, or sustain our historical growth rates or grow at all. Various factors, such as economic conditions, regulatory and legislative considerations and competition, may also impede our ability to expand our market presence. If we are unable to grow as planned, our business and prospects could be adversely affected.

 

Our inability to manage our growth could harm our business.

 

We anticipate that our loan book and customer base will continue to grow significantly over time. To manage the expected growth of our operations and personnel, we will be required to, among other things:

 

	●	improve existing and implement new transaction processing, operational and financial systems, procedures and controls;
	●	maintain effective credit scoring and underwriting guidelines; and
	●	increase our employee base and train and manage this growing employee base.

 

If we are unable to manage growth effectively, our business, prospects, financial condition and results of operations could be adversely affected.

 

 

We may need to raise additional capital that may not be available, which could harm our business.

 

Our growth will require that we generate additional capital either through retained earnings or the issuance of additional debt or equity securities. Additional capital may not be available on terms acceptable to us, if at all. Any equity financings could result in dilution to our stockholders or reduction in the earnings available to our common stockholders. If adequate capital is not available or the terms of such capital are not attractive, we may have to curtail our growth and our business, and our business, prospects, financial condition and results of operations could be adversely affected.

 

As an online consumer loan company whose principal means of delivering personal loans is the Internet, we are subject to risks particular to that method of delivery.

 

We are predominantly an online consumer loan company and there are a number of unique factors that Internet-based loan companies face. These include concerns for the security of personal information, the absence of personal relationships between lenders and customers, the absence of loyalty to a conventional hometown branch, customers’ difficulty in understanding and assessing the substance and financial strength of an online loan company, a lack of confidence in the likelihood of success and permanence of online loan companies and many individuals’ unwillingness to trust their personal details and financial future to a relatively new technological medium such as the Internet. As a result, some potential customers may be unwilling to establish a relationship with us.

 

Conventional “brick and mortar” consumer loan companies, in growing numbers, are offering the option of Internet-based lending to their existing and prospective customers. The public may perceive conventional established loan companies as being safer, more responsive, more comfortable to deal with and more accountable as providers of their lending needs. We may not be able to offer Internet-based lending that has sufficient advantages over the Internet-based lending services and other characteristics of conventional “brick and mortar” consumer loan companies to enable us to compete successfully.

 

We may not be able to make technological improvements as quickly as some of our competitors, which could harm our ability to compete with our competitors and adversely affect our results of operations, financial condition and liquidity.

 

Both the Internet and the financial services industry are undergoing rapid technological changes, with frequent introductions of new technology-driven products and services. In addition to improving the ability to serve customers, the effective use of technology increases efficiency and enables financial institutions to reduce costs. Our future success will depend in part upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in our operations. We may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers. If we are unable, for technical, legal, financial or other reasons, to adapt in a timely manner to changing market conditions, customer requirements or emerging industry standards, our business, prospects, financial condition and results of operations could be adversely affected.

 

A significant disruption in our computer systems or a cyber security breach could adversely affect our operations.

 

We rely extensively on our computer systems to manage our loan origination and other processes. Our systems are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, cyber security breaches, vandalism, severe weather conditions, catastrophic events and human error, and our disaster recovery planning cannot account for all eventualities. If our systems are damaged, fail to function properly or otherwise become unavailable, we may incur substantial costs to repair or replace them, and may experience loss of critical data and interruptions or delays in our ability to perform critical functions, which could adversely affect our business and results of operations. Any compromise of our security could also result in a violation of applicable privacy and other laws, significant legal and financial exposure, damage to our reputation, loss or misuse of the information and a loss of confidence in our security measures, which could harm our business.

 

If our estimates of loan receivable losses are not adequate to absorb actual losses, our provision for loan receivable losses would increase, which would adversely affect our results of operations.

 

We maintain an allowance for loans receivable losses. To estimate the appropriate level of allowance for loan receivable losses, we consider known and relevant internal and external factors that affect loan receivable collectability, including the total amount of loan receivables outstanding, historical loan receivable charge-offs, our current collection patterns, and economic trends. If customer behavior changes as a result of economic conditions and if we are unable to predict how the unemployment rate, housing foreclosures, and general economic uncertainty may affect our allowance for loan receivable losses, our provision may be inadequate. Our allowance for loan receivable losses is an estimate, and if actual loan receivable losses are materially greater than our allowance for loan receivable losses, our financial position, liquidity, and results of operations could be adversely affected.

 

 

Our risk management efforts may not be effective.

 

We could incur substantial losses and our business operations could be disrupted if we are unable to effectively identify, manage, monitor, and mitigate financial risks, such as credit risk, interest rate risk, prepayment risk, liquidity risk, and other market-related risks, as well as operational risks related to our business, assets and liabilities. Our risk management policies, procedures, and techniques, including our scoring methodology, may not be sufficient to identify all of the risks we are exposed to, mitigate the risks we have identified or identify additional risks to which we may become subject in the future.

 

We face strong competition for customers and may not succeed in implementing our business strategy.

 

Our business strategy depends on our ability to remain competitive. There is strong competition for customers from personal loan companies and other types of consumer lenders, including those that use the Internet as a medium for lending or as an advertising platform. Our competitors include:

 

	●	large, publicly-traded, state-licensed personal loan companies such as SpringLeaf Holdings, World Acceptance Corporation, and OneMain Financial, a subsidiary of CitiGroup;
	●	peer-to-peer lending companies such as Lending Club and Prosper
	●	recent startup state-licensed personal loan companies such as Avant Credit;
	●	“brick and mortar” personal loan companies, including those that have implemented websites to facilitate online lending; and
	●	payday lenders, tribal lenders and other online consumer loan companies.

 

Some of these competitors have been in business for a long time and have name recognition and an established customer base. Most of our competitors are larger and have greater financial and personnel resources. In order to compete profitably, we may need to reduce the rates we offer on loans, which may adversely affect our business, prospects, financial condition and results of operations. To remain competitive, we believe we must successfully implement our business strategy. Our success depends on, among other things:

 

	●	having a large and increasing number of customers who use our loans for financing needs;
	●	our ability to attract, hire and retain key personnel as our business grows;
	●	our ability to secure additional capital as needed;
	●	our ability to offer products and services with fewer employees than competitors;
	●	the satisfaction of our customers with our customer service;
	●	ease of use of our websites; and
	●	our ability to provide a secure and stable technology platform for providing personal loans that provides us with reliable and effective operational, financial and information systems.

 

If we are unable to implement our business strategy, our business, prospects, financial condition and results of operations could be adversely affected.

 

We depend on third-party service providers for our core operations including online lending and loan servicing, and interruptions in or terminations of their services could materially impair the quality of our services.

 

We rely substantially upon third-party service providers for our core operations, including online web lending and marketing and vendors that provide systems that automate the servicing of our loan portfolios which allow us to increase the efficiency and accuracy of our operations. These systems include tracking and accounting of our loan portfolio as well as customer relationship management, collections, funds disbursement, security and reporting. This reliance may mean that we will not be able to resolve operational problems internally or on a timely basis, which could lead to customer dissatisfaction or long-term disruption of our operations. If these service arrangements are terminated for any reason without an immediately available substitute arrangement, our operations may be severely interrupted or delayed. If such interruption or delay were to continue for a substantial period of time, our business, prospects, financial condition and results of operations could be adversely affected.

 

If we lose the services of any of our key management personnel, our business could suffer.

 

Our future success significantly depends on the continued service and performance of our Chief Executive Officer, Paul Mathieson and our Chief Operating Officer, Carla Cholewinski. Competition for these employees is intense and we may not be able to attract and retain key personnel. We do not maintain any “key man” or other related insurance. The loss of the service of our Chief Executive Officer or our Chief Operating Officer, or the inability to attract additional qualified personnel as needed, could materially harm our business.

 

 

We will incur increased costs as a result of being a public reporting company.

 

Once the registration statement, of which this prospectus forms a part, is declared effective by the SEC, we will be a public reporting company. As a public reporting company, we will incur significant legal, accounting and other expenses that we did not incur as a non-reporting company, including costs associated with our SEC reporting requirements. We expect that the additional reporting and other obligations imposed on us under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) will increase our legal and financial compliance costs and the costs of our related legal, accounting and administrative activities significantly. Management estimates that compliance with the Exchange Act reporting requirements as a reporting company will cost in excess of $150,000 annually. Given our current financial resources, these additional compliance costs could have a material adverse impact on our financial position and ability to achieve profitable results. These increased costs will require us to divert money that we could otherwise use to expand our business and achieve our strategic objectives.

 

We operate in a highly competitive market, and we cannot ensure that the competitive pressures we face will not have a material adverse effect on our results of operations, financial condition and liquidity.

 

The consumer finance industry is highly competitive. Our success depends, in large part, on our ability to originate consumer loan receivables. We compete with other consumer finance companies as well as other types of financial institutions that offer similar products and services in originating loan receivables. Some of these competitors may have greater financial, technical and marketing resources than we possess. Some competitors may also have a lower cost of funds and access to funding sources that may not be available to us. While banks and credit card companies have decreased their lending to non-prime customers in recent years, there is no assurance that such lenders will not resume those lending activities. Further, because of increased regulatory pressure on payday lenders, many of those lenders are starting to make more traditional installment consumer loans in order to reduce regulatory scrutiny of their practices, which could increase competition in markets in which we operate.

 

Our business is subject to extensive regulation in the jurisdictions in which we conduct our business.

 

Our operations are subject to regulation, supervision and licensing under various federal, state and local statutes, ordinances and regulations. In most states in which we operate, a consumer credit regulatory agency regulates and enforces laws relating to consumer lenders such as us. These rules and regulations generally provide for licensing as a consumer lender, limitations on the amount, duration and charges, including interest rates, for various categories of loans, requirements as to the form and content of finance contracts and other documentation, and restrictions on collection practices and creditors’ rights. In certain states, we are subject to periodic examination by state regulatory authorities. Some states in which we operate do not require special licensing or provide extensive regulation of our business.

 

We are also subject to extensive federal regulation, including the Truth in Lending Act, the Equal Credit Opportunity Act and the Fair Credit Reporting Act. These laws require us to provide certain disclosures to prospective borrowers and protect against discriminatory lending and leasing practices and unfair credit practices. The principal disclosures required under the Truth in Lending Act include the terms of repayment, the total finance charge and the annual percentage rate charged on each contract or loan. The Equal Credit Opportunity Act prohibits creditors from discriminating against credit applicants on the basis of race, color, religion, national origin, sex, age or marital status. According to Regulation B promulgated under the Equal Credit Opportunity Act, creditors are required to make certain disclosures regarding consumer rights and advise consumers whose credit applications are not approved of the reasons for the rejection. In addition, the credit scoring system used by us must comply with the requirements for such a system as set forth in the Equal Credit Opportunity Act and Regulation B. The Fair Credit Reporting Act requires us to provide certain information to consumers whose credit applications are not approved on the basis of a report obtained from a consumer reporting agency and to respond to consumers who inquire regarding any adverse reporting submitted by us to the consumer reporting agencies. Additionally, we are subject to the Gramm-Leach-Bliley Act, which requires us to maintain the privacy of certain consumer data in our possession and to periodically communicate with consumers on privacy matters. We are also subject to the Service members Civil Relief Act, which requires us, in most circumstances, to reduce the interest rate charged to customers who have subsequently joined, enlisted, been inducted or called to active military duty.

 

A material failure to comply with applicable laws and regulations could result in regulatory actions, lawsuits and damage to our reputation, which could have a material adverse effect on our results of operations, financial condition and liquidity.

 

Our accountants have raised substantial doubt regarding our ability to continue as a going concern.

 

As noted in our consolidated financial statements, we had an accumulated stockholders’ deficit of approximately $9.28 million and recurring losses from operations as of December 31, 2013. We also had a working capital deficit of approximately $0.28 million as of December 31, 2013 and debt with maturities within the fiscal year 2014 in the amount of approximately $0.25 million. We intend to fund operations through raising additional capital through debt financing and equity issuances and increased lending activities which may be insufficient to fund our capital expenditures, working capital or other cash requirements for the year ending December 31, 2014. We are continuing to seek additional funds to finance our immediate and long term operations. The successful outcome of future financing activities cannot be determined at this time and there is no assurance that if achieved, we will have sufficient funds to execute our intended business plan or generate positive operating results. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The audit report of Rose, Snyder & Jacobs LLP for the fiscal years ended December 31, 2013 and 2012 contain a paragraph that emphasizes the substantial doubt as to our continuance as a going concern. This is a significant risk that we may not be able to remain operational for an indefinite period of time.

 

 

Risks Relating to the Offering

 

Provisions of our articles of incorporation and bylaws may delay or prevent a take-over which may not be in the best interests of our shareholders.

 

Provisions of our articles of incorporation and bylaws may be deemed to have anti-takeover effects, which include when and by whom special meetings of our shareholders may be called, and may delay, defer or prevent a takeover attempt. In addition, certain provisions of the Florida Business Corporations Act also may be deemed to have certain anti-takeover effects which include that control of shares acquired in excess of certain specified thresholds will not possess any voting rights unless these voting rights are approved by a majority of a corporation’s disinterested shareholders. Further, our articles of incorporation authorizes the issuance of up to 50,000,000 shares of preferred stock with such rights and preferences as may be determined from time to time by our board of directors in their sole discretion. Our board of directors may, without shareholder approval, issue series of preferred stock with dividends, liquidation, conversion, voting or other rights that could adversely affect the voting power or other rights of the holders of our common stock.

 

The tradability of our common stock is limited under the penny stock regulations which may cause the holders of our common stock difficulty should they wish to sell the shares.

 

Because the quoted price of our common stock is less than $5.00 per share, our common stock is considered a “penny stock,” and trading in our common stock is subject to the requirements of Rule 15g-9 under the Exchange Act. Under this rule, broker-dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements. The broker-dealer must make an individualized written suitability determination for the purchaser and receive the purchaser’s written consent prior to the transaction. SEC regulations also require additional disclosure in connection with any trades involving a “penny stock,” including the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and its associated risks. These requirements severely limit the liquidity of securities in the secondary market because few broker or dealers are likely to undertake these compliance activities and this limited liquidity will make it more difficult for an investor to sell his shares of our common stock in the secondary market should the investor wish to liquidate the investment. In addition to the applicability of the penny stock rules, other risks associated with trading in penny stocks could also be price fluctuations and the lack of a liquid market.

 

If the selling stockholders sell a substantial number of shares all at once or in large blocks, the market price of our shares would most likely decline.

 

The selling stockholders may offer and sell up to 172,965,945 shares of our common stock through this prospectus. Our common stock is presently quoted on the OTC Markets and any sale of shares at a price below the current market price at which the common stock is trading will cause that market price to decline. Moreover, the offer or sale of a large number of shares at any price may cause the market price to fall. We cannot predict the effect, if any, that future sales of shares of our common stock into the market will have on the market price of our common stock. Sales of substantial amounts of common stock or the perception that such transactions could occur, may materially and adversely affect prevailing markets prices for our common stock.

 

Trading on the OTC Markets is volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.

 

Our common stock is quoted on the OTC Markets. Trading in stock quoted on the OTC Markets is often thin and characterized by wide fluctuations in trading prices, due to many factors, some of which may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Markets is not a stock exchange, and trading of securities on the OTC Markets is often more sporadic than the trading of securities listed on a quotation system like NASDAQ or a stock exchange like the New York Stock Exchange. These factors may result in investors having difficulty reselling any shares of our common stock.

 

Our stock price is likely to be highly volatile because of several factors, including a limited public float.

 

The market price of our common stock has been volatile in the past and is likely to be highly volatile in the future because there has been a relatively thin trading market for our stock, which causes trades of small blocks of stock to have a significant impact on our stock price. You may not be able to resell shares of our common stock following periods of volatility because of the market’s adverse reaction to volatility.

 

 

Other factors that could cause such volatility may include, among other things:

 

	●	actual or anticipated fluctuations in our operating results;
	●	the absence of securities analysts covering us and distributing research and recommendations about us;
	●	we may have a low trading volume for a number of reasons, including that a large portion of our stock is closely held;
	●	overall stock market fluctuations;
	●	announcements concerning our business or those of our competitors;
	●	actual or perceived limitations on our ability to raise capital when we require it, and to raise such capital on favorable terms;
	●	conditions or trends in the industry;
	●	litigation;
	●	changes in market valuations of other similar companies;
	●	future sales of common stock;
	●	departure of key personnel or failure to hire key personnel; and
	●	general market conditions.

 

Any of these factors could have a significant and adverse impact on the market price of our common stock. In addition, the stock market in general has at times experienced extreme volatility and rapid decline that has often been unrelated or disproportionate to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock, regardless of our actual operating performance.

 

We have never paid dividends on our common stock and have no plans to do so in the future.

 

Holders of shares of our common stock are entitled to receive such dividends as may be declared by our board of directors. To date, we have paid no cash dividends on our shares of common stock and we do not expect to pay cash dividends on our common stock in the foreseeable future. We intend to retain future earnings, if any, to provide funds for operations of our business. Therefore, any return investors in our common stock may have will be in the form of appreciation, if any, in the market value of their shares of common stock. See “Dividend Policy.”

 

USE OF PROCEEDS

 

We will not receive any proceeds from the sale of common stock by the selling stockholders in this offering. See “Principal and Selling Stockholders.”

 

DETERMINATION OF OFFERING PRICE

 

The prices at which the shares covered by this prospectus may actually be sold will be determined by the prevailing public market price for shares of our common stock, by negotiations between the selling stockholders and buyers of our common stock in private transactions or as otherwise described in “Plan of Distribution.”

 

PLAN OF DISTRIBUTION

 

Each selling security holder and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock covered hereby on the OTC Bulletin Board or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A selling security holder may use any one or more of the following methods when selling shares:

 

	●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	●	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
	●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
	●	an exchange distribution in accordance with the rules of the applicable exchange;
	●	privately negotiated transactions;
	●	settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;

 

 

	●	in transactions through broker-dealers that agree with the selling security holders to sell a specified number of such shares at a stipulated price per share;
	●	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
	●	a combination of any such methods of sale; or
	●	any other method permitted pursuant to applicable law.

 

At any time after the one year anniversary from the date we filed this prospectus (which includes “Form 10” information) with the SEC, the selling security holders may also sell shares under Rule 144 under the Securities Act if available, rather than under this prospectus.

 

Broker-dealers engaged by the selling security holders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

 

In connection with the sale of the common stock or interests therein, the selling security holders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling security holders may also sell shares of the common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling security holders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus, as supplemented or amended to reflect such transaction.

 

Certain of the selling security holders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

 

Because certain of selling security holders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act, including Rule 172 thereunder. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares of common stock covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

 

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling security holders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the common stock by the selling security holders or any other person. We will make copies of this prospectus available to the selling security holders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale, including by compliance with Rule 172 under the Securities Act.

 

DIVIDEND POLICY

 

We have not paid any cash dividends on our common stock and do not currently anticipate paying cash dividends in the foreseeable future. The agreements into which we may enter in the future, including indebtedness, may impose limitations on our ability to pay dividends or make other distributions on our capital stock. Payment of future dividends on our common stock, if any, will be at the discretion of our board of directors and will depend on, among other things, our results of operations, cash requirements and surplus, financial condition, contractual restrictions and other factors that our board of directors may deem relevant. We intend to retain future earnings, if any, for reinvestment in the development and expansion of our business.

 

As of December 11, 2014, we had 1,000,000, 410,000, 400,025, 173,000, 461,000 and 1,400,000 shares of Series A, Series B, Series C, Series D, Series E and Series F preferred stock, respectively, issued and outstanding. Shares of Series A, Series B, Series C, Series D, Series E and Series F preferred stock accrue dividends at the rate of 12% per annum based on a stated value of $1.00 per preferred share and is paid monthly.

 

 

DESCRIPTION OF BUSINESS

 

Business Overview

 

We provide online unsecured consumer loans ranging from $2,000 to $10,000 under the consumer brand Mr. Amazing Loans via our website and online application portal at www.mramazingloans.com. We commenced business in 2010, opening our first office in Las Vegas, Nevada. We have since obtained additional state lending licenses and are currently licensed and originating direct consumer loans in the states of Nevada, Arizona, Illinois, Georgia, Missouri, Virginia, Texas, New Jersey and Florida. Loans are now provided to residents of these states via our online application and distribution network, with all loans originated, processed and serviced out of our centralized Las Vegas head office thereby eliminating the need for physical offices in the states where we are licensed to operate.

 

Our strategy is to address the market needs of underbanked consumers that tend to be ignored by mainstream institutional credit providers such as banks and credit unions, and charged excessive fees and interest by fringe lenders such as payday lenders. In the current global environment, we believe there is a substantial need and opportunity for the small personal loans we offer.

 

All of our personal loans are offered at prevailing statutory rates with fixed affordable repayments and no hidden fees or prepayment penalties. We conduct full underwriting on all applications including credit checks and review of bank statements to ensure customers have capacity to repay their loans, and have designed our loans to help customers reach a stronger financial position.

 

We plan to continue expanding our state coverage in late 2014 and early 2015 by obtaining state lending licenses in 16 additional states, increasing our coverage to 25 states and approximately 250 million people. As soon as we receive new state licenses we will turn on our existing online marketing and distribution channels which we expect will generate immediate business at a customer acquisition cost within our desired budget.

 

In addition, we plan to begin funding five-year AUD $5,000 and AUD $10,000 unsecured consumer loans in Australia in late December 2014 at 39.9% per annum APR (upon finalization of outsourced servicing contracts) via our re-launched, fully operational www.mramazingloans.com.au website with centralized marketing and funding provided from the Las Vegas office. As of the date of this prospectus, we have not provided any loans in Australia. We are also planning online expansion globally into Canada, the United Kingdom, the Philippines and India in 2015.

 

Market

 

We operate in the consumer finance industry serving the large and growing population of consumers who have limited access to credit from banks, credit card companies and other lenders. According to the Federal Deposit Insurance Corporation, there were approximately 51 million adults living in under-banked households in the United States in 2011, and one quarter of United States households had used at least one alternative financial services product in the past year. According to the Center for Financial Services Innovation’s 2011 Underbanked Market Sizing Study, the underbanked marketplace generated approximately $78 billion in fee and interest revenue in 2011 from a volume of $682 billion in principal loaned, funds transacted, deposits held and services rendered. The underbanked marketplace encompasses close to two dozen products across personal loans, vehicle loans and leases, credit cards, home equity lines of credit and student loans, and in 2011 comprised over 68 million consumers.

 

Installment lending to non-prime consumers is one of the most highly fragmented sectors of the consumer finance industry. We are a state-licensed Internet-based personal loan company serving in the consumer installment lending industry. Our online lending platform provides the distribution network to efficiently address this growing market of consumers without the significant costs and overhead associated with an extensive branch network. We believe we are well positioned to capitalize on the significant growth and expansion opportunity created by the continued shift of consumers to online services, such as online banking and in our case online personal loans.

 

Business Strategy

 

Our business strategy is to lower the cost of providing consumer loans by leveraging our online lending platform and distribution network, while continuing to obtain additional state licenses to enable further loan book growth and portfolio diversification. Our strategy includes a number of key elements:

 

	●	State Licensed Model: We believe that our state-licensed business model is a major competitive advantage which distinguishes us from most competitors in the consumer lending industry such as payday lenders, fringe online lenders and tribal lenders. With increased regulatory scrutiny of the consumer finance industry from certain state regulators as well as the Consumer Financial Protection Bureau, we are well positioned to take advantage of continued regulatory pressure and legislative change in the our industry,
	●	Online Distribution: We launched online lending and commenced online advertising in July 2013. Upon fulfillment of state regulatory requirements, we received approval from the Florida, Illinois and Arizona state regulators to operate solely online in these states. We have also received regulatory approval from our five newly licensed states, Georgia, Missouri, New Jersey, Texas and Virginia to operate solely online. This allows us to fully service all nine states from our centralized Las Vegas headquarters which we believe is a key competitive advantage over brick and mortar lenders.

 

 

	●	Cost-Effective Customer Acquisition: Our customer acquisition costs have been reduced significantly since we launched online lending and marketing. While traditional forms of direct advertising such as radio and television typically resulted in a 10% to 15% acquisition cost, online search engine advertising has averaged 2% to 10% with continued improvements expected from our new website.
	●	Continue to Grow Loan Book: Total cumulative loan originations as of November 28, 2014 have increased 2040% to $5,071,022 since our June 30, 2013 total of $237,000. This growth in lending is attributable to launching online lending and joint venturing with a number of new marketing partners. We also plan to obtain an additional 16 state lending licenses by early 2015.

 

Competitive Strengths

 

We believe our competitive strengths are:

 

	●	Large Market and Scope for Growth: Large personal and payday loan market in the United States of over $50 billion per annum presents opportunity for significant growth and expansion.
	●	Proven Business Model: Our founder, Chairman and CEO Paul Mathieson established similar business in Australia that lent approximately $48 million to over 11,500 customers which forms the foundation of our United States business model.
	●	Regulation: We are fully compliant with state lending licenses in Nevada, Arizona, Illinois, and Florida and are well positioned for current and future regulatory changes due to ongoing compliance and conservative business model.
	●	Customer Proposition: Our unsecured installment loans range from $5,000 - $10,000 over five years and feature affordable weekly repayments. Rates range from 19.9% - 29.9% APR which make us a low cost alternative to payday loans which have an average APR of over 400%.
	●	Senior Revolving Debt Facility: We have a $10 million revolving credit facility in place from a Florida based investment group BFG Investment Holdings, LLC to fund new loan originations.
	●	Online Distribution: Special approval has been granted by the Arizona, Florida, Georgia, Illinois, Missouri, New Jersey, Texas and Virginia regulators to operate our business without a physical office location in each state. As a result we have closed offices in Arizona, Illinois and Florida and moved to full online loan distribution, enabling us to offer loans to residents in all nine of our licenses states from our Las Vegas headquarters. We will apply for the same regulatory approval for our 16 additional planned states in 2014 and 2015.
	●	Customer Acquisition: We launched online advertising in July 2013 with positive results from search engine cost per click advertising resulting in a 2040% increase in our loan book from June 30, 2013 to November 28, 2014. In addition we have engaged a number of new marketing partners in 2014 including online lead generators and direct mail. All of these avenues provide opportunities for strong growth at low customer acquisition costs.
	●	Barriers to Entry: We believe that state licensure acts as a barrier to entry into our segment of the consumer loan market. We are strongly positioned with approval to operate under nine state licenses from one centralized head office, and potential competitors would be required to obtain these licenses in order to compete with us.

 

Products

 

We provide online consumer loans ranging from $5,000 - $10,000, unsecured over a five year term. Our personal loan products range from 19.9% to 29.9% interest and annual percentage rate, with exact rate and term depending on customer state of residency.

 

Our personal loan products are fully amortizing, fixed rate, unsecured installment loans and all loans are offered at prevailing statutory rates.

 

 

The following is an illustrative profile of our personal loans:

 

Loan Product	-	Loans for $5,000 - $10,000
	-	5 years
	-	$6,000 average loan amount
	-	28% average APR
	-	Fixed rate, fully amortizing
	-	No hidden or additional fees
	-	No prepayment penalties
	Loans available for any purpose. Common uses include:
Loan Purpose	-	Debt consolidation
	-	Medical expenses
	-	Home improvements
	-	Auto repairs
	-	Major purchase
	-	Discretionary spending
Average Borrower Demographic	-	625-720 credit score
	-	$35,000 - $100,000 income
	-	20-65 years old

 

We commenced originating personal loans online in July 2013. Prior to that, we provided loans to customers via our branch network, which comprised one branch in each state as required by state licensing regulations. Our online loan origination platform now means that a qualifying customer can obtain a loan from us without having to come into a branch. We have maintained our full underwriting processes, identity verifications and fraud checks to ensure that online customers are verified to the same degree that customers were when they obtained a loan in a branch. Our new website and application portal was recently launched on www.mramazingloans.com and we expect this enhanced website with improved customer experience to be a key driver of customer conversions and loan book growth.

 

Customer Acquisition

 

Since launching online lending in July 2013, our marketing efforts have been focused on online customer acquisition. We have seen significant increases in loan applications and inquiries as a result of search engine advertising and commenced banner advertising, remarketing and search engine optimization in 2014. We have also engaged numerous online lead generators who provide personal loan leads on a daily basis. We are continuing to develop relationships with additional lead generation partners to drive further growth.

 

We plan to launch a customer referral program and merchant referral program in 2015 via our www.mramazingloans.com website. We will also supplement our online marketing efforts with traditional forms of advertising e.g. radio, television and direct mail offers to continue to drive further growth.

 

Loan Underwriting

 

All loan applications are fully underwritten by an underwriter and sent for secondary review approval to our Chief Credit Officer before being funded. We run a credit check on every application, and also use a number of other factors in addition to an applicant’s credit score to determine the likelihood that a prospective borrower will pay their debt. In addition, we calculate an applicant’s debt to income ratio and review their bank statements for any adverse banking habits. If an applicant does not meet our loan qualification requirements, we encourage them to reapply with a co-applicant to strengthen their application and chance of being approved for a loan.

 

Servicing

 

All of our loan servicing is handled in our centralized Las Vegas head office. All servicing and collection activity is conducted and documented using an industry standard loan service software system which handles and records all records and transactions of loan originations, loan servicing, collections and reporting.

 

Regulation

 

Consumer loans in the United States are regulated at both the federal and state level. National oversight is provided by the Federal Trade Commission, which enforces the following credit laws that protect consumers’ rights to get, use and maintain credit:

 

	●	The Truth in Lending Act promotes the informed use of consumer credit, by requiring disclosures about its terms and cost to standardize the manner in which costs associated with borrowing are calculated and disclosed.
	●	The Fair Credit Reporting Act promotes the accuracy and privacy of information in the files of the nation’s credit reporting companies. If a company denies an application, under the Fair Credit Reporting Act consumers have the right to the name and address of the credit reporting company they contacted, provided the denial was based on information given by the credit reporting company.

 

 

	●	The Equal Opportunity Credit Act prohibits credit discrimination on the basis of sex, race, marital status, religion, national origin, age, or receipt of public assistance. Creditors may ask for this information (except religion) in certain situations, but they may not use it to discriminate against consumers when deciding whether to grant you credit.
	●	The Fair Credit Billing Act and Electronic Fund Transfer Act establish procedures for resolving mistakes on credit billing and electronic fund transfer account statements.
	●	The Fair Debt Collection Practices Act (the “FDCPA”) applies to personal, family, and household debts. The FDCPA prohibits debt collectors from engaging in unfair, deceptive, or abusive practices while collecting these debts.

 

Consumer loans are also regulated at State level, and the regulatory requirements vary between states. We are licensed in the following states:

 

	●	Arizona (Consumer Lender License, No. CL0918180, which commenced on May 20, 2011)
	●	Florida (Consumer Finance Company License, No. CF9900865, which commenced on August 29, 2011)
	●	Georgia (State Business License, No. 14021183, which commenced on March 4, 2013)
	●	Illinois (Consumer Instalment Loan License, No. CI3095, which commenced on April 13, 2011)
	●	Missouri (Consumer Instalment Loan License, No. ###-##-####, which commenced on April 7, 2014)
	●	Nevada (Installment Loan License, No. II22748, which commenced on June 15, 2010)
	●	New Jersey (Consumer Lender License, No. L066960, which commenced on April 24, 2014)
	●	Texas (Regulated Lender License, No. 1400031843-150319, which commenced on November 14, 2014)
	●	Virginia (State Business License, No. CIS0368, which commenced on March 5, 2014)

 

We did not incur any costs in connection with the compliance with any federal, state, or local environmental laws.

 

Competition

 

We operate in a highly competitive environment. Several personal consumer loan companies operate in the United States. Our competitors include:

 

	●	large, publicly-traded, state-licensed personal loan companies,
	●	peer-to-peer lending companies, such as Lending Club and Prosper,
	●	recent startup state-licensed personal loan companies, such as Avant Credit,
	●	“brick and mortar” personal loan companies, including those that have implemented websites to facilitate online lending, and
	●	payday lenders, tribal lenders and other online consumer loan companies.

 

We believe we compete based on affordable repayment terms, favorable interest rates, significant financial resources from our revolving debt facility, low overhead due to on-line distribution. We believe that in the future we will face increased competition from these companies as we expand our operations. Most of the entities against which we compete, or may compete, are larger and have greater financial resources than us. No assurance can be given that increased competition will not have an adverse effect on our company.

 

Office Locations

 

Our executive offices, which also serve as our centralized operational headquarters and Nevada branch, are located at 6160 West Tropicana Ave, Suite E-13, Las Vegas, Nevada 89103. This facility occupies a total of approximately 2,125 square feet under a lease that expires in April 2015. Our annual rental for this facility is approximately $46,750 in the first year of the lease up to $56,215 in the final year of the term of the lease, plus a proportionate share of operating expenses of approximately $12,112 annually. We believe this facility is adequate for our current and near term future needs due to our online strategy.

 

We lease approximately 1,200 square feet in Chicago, Illinois under a lease expiring in July 2016. Our annual rental for this office is approximately $33,000 plus a proportionate share of operating expenses. We subleased this office in September 2014 for $19,200 annually and will continue to pay the remaining rent until expiration of the lease.

 

We lease approximately 1,400 square feet in Phoenix, Arizona under a lease expiring in April 2016. Our annual rental for this office is approximately $24,000, plus a proportionate share of operating expenses.

 

We lease approximately 4,024 square feet in West Palm Beach, Florida under a lease expiring in August 2016. Our annual rental for this office is approximately $96,000, plus a proportionate share of operating expenses.

 

We no longer use the offices located in Phoenix and West Palm Beach and we are currently attempting to sublease them.

 

 

Employees

 

As of November 19, 2014, we had five full-time employees and eight part-time employees. None of our employees is represented by a union.

 

Corporate History

 

We were organized as a Florida corporation on January 21, 1999, under the name Interact Technologies, Inc. and previously operated under the names Fairhaven Technologies, Inc. and Ideal Accents, Inc. We changed our name to IEG Holdings Corporation in February 2013. Since March 2013, we have been engaged in the business of providing unsecured consumer loans ranging from $2,000 - $10,000 and offer loans online under the consumer brand “Mr. Amazing Loans”. The Company is headquartered in Las Vegas, Nevada and originates direct consumer loans in the states of Arizona, Florida, Georgia, Illinois, Missouri, New Jersey, Texas and Virginia via its website and online distribution network. The Company is a fully licensed consumer installment loan provider in the nine states in which it operates and offers all loans within the prevailing statutory rates.

 

On January 25, 2013, Investment Evolution Global Corporation (“IEGC”) entered into a stock exchange agreement (the “Stock Exchange Agreement”) among IEGC, its sole shareholder IEG Holdings Limited, an Australian company (“IEG”) and our company. Under the terms of the Stock Exchange Agreement, we agreed to acquire a 100% interest in IEGC for 272,447,137 shares of our common stock after giving effect to a 1-for-6 reverse stock split. On February 14, 2013 we filed the Amended Articles with the Secretary of State of Florida changing our name from Ideal Accents, Inc. to IEG Holdings Corporation, increasing the number of shares of our authorized common stock to 1,000,000,000, $.001 par value, creation of 50,000,000 shares of “blank-check” preferred stock and effectuating a 1-for-6 reverse stock split of our issued and outstanding common stock (the “Reverse Stock Split”) pursuant to the terms of the Stock Exchange Agreement. FINRA approved our Amended Articles on March 11, 2013.

 

On March 13, 2013, we completed the acquisition of IEGC under the terms of the Stock Exchange Agreement and issued to IEG 272,447,137 shares of our common stock after giving effect to the Reverse Stock Split whereby we acquired a 100% interest in IEGC. As a result of the ownership interests of IEG in our company and its former ownership interest in IEGC, for financial statement reporting purposes, our acquisition of IEGC has been treated as a reverse acquisition with the IEGC being the accounting acquirer.

 

Legal Proceedings

 

We are not a party to any pending or threatened litigation.

 

MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 

Market Information

 

Our common stock is currently quoted on the OTC Markets. The OTC Market is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current “bids” and “asks”, as well as volume information. Since March 11, 2013, our shares have been quoted on the OTC Markets under the symbol “IEGH.”

 

The following table sets forth the range of high and low closing bid quotations for our common stock for each of the periods indicated as reported by the OTC Markets. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. As of February 22, 2013, we effected a 1-for-6 reverse stock split. All prices in the following table reflect post-reverse split prices.

 

Fiscal Year Ended December 31, 2013

 

		High Bid				Low Bid
Fiscal Quarter Ended:
March 31, 2013		$	0.05			$	0.02
June 30, 2013		$	0.12			$	0.02
September 30, 2013		$	0.10			$	0.10
December 31, 2013		$	0.15			$	0.10

 

On December 8, 2014, the closing price for our common stock on the OTC Markets was $1.00 per share.

 

 

Holders of Common Stock

 

As of December 11, 2014, there were approximately 2,351 record holders of our common stock. The number of record holders does not include beneficial owners of common stock whose shares are held in the names of banks, brokers, nominees or other fiduciaries.

 

We have no securities authorized for issuance under equity compensation plans.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

 

The following discussion of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the notes to those financial statements that are included elsewhere in this prospectus. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Cautionary Notice Regarding Forward-Looking Statements and Business sections in this prospectus. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

 

Overview

 

We are a consumer finance company providing responsible online personal loan products to customers in nine states via our website and online application portal. We have a four year track record of high quality origination, underwriting and servicing of personal loans to underbanked consumers. We leverage our experience and knowledge in the consumer finance industry to achieve a meaningful return on our investment in the loan portfolio.

 

We have the ability to finance our businesses from a diversified source of capital and funding, including cash flow from operations and financings in the capital markets. Earlier this year we demonstrated the ability to attract capital markets funding for our core personal loans by completing private placements of common stock and preferred stock that generated $5,379,485 investment into the Company.

 

As of September 30, 2014, we had one business segment: Consumer Loans.

 

Our Products and Services

 

We provide unsecured loans to individuals. Our loans range from $5,000-$10,000 with 19.9%-29.9% APR and all are unsecured over a five-year term.

 

Results of Operations

 

Interest Revenue

 

For the nine months ended September 30, 2014 interest revenue increased to $237,519 compared to $35,024 for the nine months ended September 30, 2013. The increase in interest revenue is attributable to the corresponding growth in our interest-earning loan book of consumer receivables. We expect our interest revenue to grow significantly in future periods as we continue to grow our loan book.

 

Other Revenue

 

For the nine months ended September 30, 2014 other revenue decreased to $2,313 compared to $3,429 for the nine months ended September 30, 2013. Other revenue consists of application fees, late/dishonor fees, prepayment penalties and other miscellaneous income. The reduction in other revenue is attributable to application fees and prepayment penalties, with the $25 fee previously charged for all loan applications and prepayment penalties ceasing in November 2013. We stopped charging the $25 application fee and prepayment penalties because we wanted to provide a straightforward and completely transparent product to the consumer, with no additional fees or costs on our loans other than the interest rate charged.

 

Rent Expense

 

For the nine months ended September 30, 2014 rent decreased to $192,189 compared to $208,412 for the nine months ended September 30, 2013. The reduction in rent is due to a corporate apartment which was leased in 2013 no longer being leased in 2014. We expect rental expense to reduce further in future periods as we are able to sublease our unused offices in Florida, Arizona, and Illinois and as leases expire.

 

 

Consulting Fees

 

For the nine months ended September 30, 2014 consulting fees increased to $708,023 compared to $159,428 for the nine months ended September 30, 2013. The increase was primarily due to one-off capital raising fees resulting from the significant capital raised during the period for common and preferred shares, including multiple investor presentations and the extensive work involved in handling queries from over 500 individual investors.

 

General and Administrative Expenses

 

For the nine months ended September 30, 2014 general and administrative expenses increased to $322,638 compared to $98,744 for the nine months ended September 30, 2013. The increase was attributable to the higher costs associated with a significantly higher volume of loan applications to process and larger loan book to service.

 

Professional Fees

 

For the nine months ended September 30, 2014 professional fees increased to $128,942 compared to $65,674 for the nine months ended September 30, 2013. The increase was due to stock issue expenses in the period which were not incurred in the prior period, as well as increased audit and legal fees.

 

Telephone and Utilities Expenses

 

For the nine months ended September 30, 2014 telephone and utilities expenses increased to $81,082 compared to $70,890 for the nine months ended September 30, 2013. The increase was due to the higher volume of applications processed, with each online application typically requiring multiple phone calls during the underwriting process to collect required documentation for underwriting, verify information and check references.

 

Marketing Expenses

 

For the nine months ended September 30, 2014 marketing expenses increased to $288,539 compared to $59,159 for the nine months ended September 30, 2013. This increase is attributable to the significant increase in customer acquisition costs incurred to grow the loan book, including online advertising, direct mail, and lead generation costs.

 

Travel Expenses

 

For the nine months ended September 30, 2014 travel expenses increased to $285,930 compared to $36,606 for the nine months ended September 30, 2013. Travel expenses include corporate travel for meetings and investor presentations, as well as other investor-related expenses. The increase is also attributable to a number of older staff travel expenses related to capital raisings submitted for reimbursement and booked in this period.

 

Depreciation and Amortization Expenses

 

For the nine months ended September 30, 2014, depreciation and amortization expenses increased to $68,803 compared to $32,719 for the nine months ended September 30, 2013. The increase in depreciation and amortization was due to assets related to our closed offices being written off in 2014.

 

Provision for Credit Losses

 

For the nine months ended September 30, 2014 the provision for credit losses increased to $344,558 compared to $31,786 for the nine months ended September 30, 2013. We carry a provision for credit losses which is estimated based on our loan portfolio and general economic conditions. The increase in provision for credit losses from prior year was due to the significantly larger loans receivable outstanding balance of $2,849,114 at September 30, 2014 compared to loans receivable outstanding of $254,572 at September 30, 2013.

 

  

Insurance Expense

 

For the nine months ended September 30, 2014 insurance expense decreased to $10,188 compared to $21,255 for the nine months ended September 30, 2013. The decrease was due to the removal of ongoing health insurance expense for our CEO, as well as reduced general liability insurance expenses for closed office locations in Florida, Illinois and Arizona.

 

Licenses and Taxes Expenses

 

For the nine months ended September 30, 2014 licenses and taxes expenses increased to $43,461 compared to $10,679 for the nine months ended September 30, 2013. The increase was attributable to higher payroll tax and also the company expanding to five additional states of Georgia, Virginia, Missouri, Texas and New Jersey, as well as the costs associated with submitting a further five state license applications in the period. We anticipate further increases in licenses and tax expenses as we continue expansion of consumer lending into more states.

 

Office and Miscellaneous Expenses

 

For the nine months ended September 30, 2014 office and miscellaneous expenses increased to $15,700 compared to $10,281 for the nine months ended September 30, 2013. The increase was due to significant increase in applications processed and loans to service.

 

Repairs Expenses

 

For the nine months ended September 30, 2014 repairs expenses increased to $6,317 compared to $5,174 for the nine months ended September 30, 2013. The increase was due to timing of required repairs.

 

Startup Costs

 

For the nine months ended September 30, 2014 startup costs decreased to $0 compared to $1,500,000 for the nine months ended September 30, 2013. The decrease was due to the startup costs in prior period being one-off costs incurred for the purchase of Australian rights to conduct business throughout Australia.

 

Interest Expense

 

For the nine months ended September 30, 2014 interest expense increased to $334,666 compared to $143,726 for the nine months ended September 30, 2013. The increase was attributable to increased interest cost for BFG Loan Holdings, LLC $10 million revolving debt facility and 12% yield paid on deposits on preferred stock. We expect further increase in interest expenses as we continue to grow our loan book via debt financing.

 

Other Expenses

 

For the nine months ended September 30, 2014 other expenses increased to $62,196 compared to $0 for the nine months ended September 30, 2013. The increase was primarily attributable to older staff expenses related to prior year capital raising being submitted for reimbursement and booked in this period.

 

Financial Position

 

Cash and Cash Equivalents

 

We had cash and cash equivalents of $2,367,308 as of September 30, 2014 as compared to $281,879 as of December 31, 2013. The increase was due to capital raised by the company, with $2,319,528 raised from an entitlement offering of common shares to existing shareholders at $0.01, $0.015 and $0.02 per share, and a further $1,311,073 in deposits on preferred stock at September 30 2014.

 

Loans Receivable

 

We had net loan receivables of $2,490,695 as of September 30, 2014 as compared to $426,113 as of December 31, 2013. We plan to continue rapidly expanding our loans receivable in future periods.

 

Property and Equipment

 

Our net property and equipment had decreased from $43,349 as of December 31, 2013 to $34,465 as of September 30, 2014 due to depreciation of existing assets and minimal fixed asset additions in 2014.

 

  

Loan Costs

 

Our net loan costs had decreased from $131,470 as of December 31, 2013 to $91,203 as of September 30, 2014 due to impairment of capitalized loan costs.

 

Accounts Payable and Accrued Expenses

 

We had accounts payable and accrued expenses of $152,323 as of September 30, 2014 as compared to $323,798 as of December 31, 2013. The decrease is due to amounts paid down during the nine months ended September 30, 2014.

 

Working Capital Loans

 

We had working capital loans of $140,000 as of December 31, 2013 which were paid down to $0 as of September 30, 2014.

 

Senior Debt

 

We had senior debt of $2,230,000 as of September 30, 2014 as compared to $500,000 as of December 31, 2013. This senior debt comprises advances from our $10 million revolving facility and we will continue to draw down debt to fund loans to consumers and expand our loan book.

 

Deposit on Preferred Stock

 

We had deposit on preferred stock of $1,311,073 as of September 30, 2014 as compared to $1,910,774 as of December 31, 2013. The $1,910,774 was issued as Series A, B, C, and D preferred shares on March 31, 2014, and the $1,311,073 at September 30, 2014 comprises additional money received for Series E and F preferred shares which were both issued on November 19, 2014.

 

Financial Condition, Liquidity and Capital Resources

 

We continue to incur operating expenses in excess of net revenue and will require capital infusions to sustain our operations until operating results improve. We may not be able to obtain such capital in a timely manner and as a result may incur liquidity imbalances.

 

Liquidity and Capital Resources

 

Liquidity is the ability of a company to generate sufficient cash to satisfy its needs for cash.

 

We used cash in operations of $2,639,399 during the nine months ended September 30, 2014 compared to $1,145,285 during the nine months ended September 30, 2013. The increase corresponds with the significant increase in loan volume and associated costs, with $2,587,016 loans originated in the nine months ended September 30, 2014 as compared to $155,008 for the same period in 2013.

 

We used net cash from investing activities of $2,838,994 during the nine months ended September 30, 2014 compared to $811,341 during the nine months ended September 30, 2013. The increase in cash used in investing activities is due to loans originated in the nine months ended September 30, 2014.

 

We were provided $7,563,822 from financing activities during the nine months ended September 30, 2014 compared to $1,912,604 during the nine months ended September 30, 2013. The increase was primarily due to a combination of proceeds from issuance of common stock of $4,455,650, deposits on preferred stock of $1,170,061 and proceeds from long-term debt of $1,730,000 for the nine months ended September 30, 2014.

 

At September 30, 2014 we had cash on hand of $2,367,608 which due to our continued growth plans is not sufficient to meet our operating needs for the next twelve months. We plan to continue to raise the required capital to meet our operating needs via equity, preferred stock, and debt capital raisings.

 

Year ending December 31, 2013 compared to the year ending December 31, 2012

 

Interest Revenue

 

For the year ended December 31, 2013, interest revenue increased to $56,585, compared to $28,950 for the year ended December 31, 2012. This increase was due to the increase in our interest-earning loan book of consumer receivables.

 

  

Salaries and Wages Expenses

 

For the year ended December 31, 2013, salaries and wages expenses decreased to $1,345,243, compared to $1,680,264 for the year ended December 31, 2012. This decrease was due to a reduction of staff in 2013 when approval was received to operate solely online in Florida, Arizona and Illinois and office staff in these states were no longer required.

 

Consulting Fees

 

For the year ended December 31, 2013, consulting fees increased to $462,771, compared to $64,923 for the year ended December 31, 2012. This increase was primarily attributable by capital raising and international expansion consulting fees shifting to be recorded under the U.S. company post-purchase of the Australian rights in June 2013.

 

Rent Expense

 

For the year ended December 31, 2013, rent expense increased to $290,985, compared to $215,856 for the year ended December 31, 2012. This increase was mainly attributable to the Florida lease payments commencing in May 2012.

 

General and Administrative Expenses

 

For the year ended December 31, 2013, general and administrative expenses increased to $277,165, compared to $114,455 for the year ended December 31, 2012. This increase was attributable to the growth of the business and associated costs with processing an increased number of applications and servicing a larger loan book.

 

Utilities

 

For the year ended December 31, 2013, utilities expenses increased to $129,225, compared to $76,202 for the year ended December 31, 2012. This increase was attributable to the growth of the business and associated costs with processing an increased number of applications and servicing a larger loan book.

 

Professional Fees

 

For the year ended December 31, 2013, professional fees increased to $100,924, compared to $21,687 for the year ended December 31, 2012. This increase was attributable to legal costs for advice on reverse merger and audit fees.

 

Marketing and Travel Expenses

 

For the year ended December 31, 2013, marketing and travel expenses decreased to $79,964, compared to $127,906 for the year ended December 31, 2012. This decrease was due to a reduction in travel expenses caused by the Company’s closing of the Florida, Arizona and Illinois offices in 2013.

 

Provision for Credit Losses

 

For the year ended December 31, 2013, the provision for credit losses increased to $63,492, compared to $20,340 for the year ended December 31, 2012. This movement was in line with the increase in loan originations.

 

Depreciation and Amortization

 

For the year ended December 31, 2013, depreciation and amortization decreased to $36,885, compared to $81,664 for the year ended December 31, 2012. This decrease was due to reduced value of assets and intangible assets with minimal additions during the period.

 

Insurance Expense

 

For the year ended December 31, 2013, insurance expense decreased to $24,823, compared to $51,364 for the year ended December 31, 2012. The decrease was due to a significant reduction in our health insurance expense from 2012 to 2013, with our Florida, Illinois and Arizona offices closing and employees in these states terminated as we moved to a centralized head office in Las Vegas. Workers compensation insurance was also discontinued in all states except Nevada.

 

  

Office and Miscellaneous Expenses

 

For the year ended December 31, 2013, office and miscellaneous expenses decreased to $15,350, compared to $17,790 for the year ended December 31, 2012. This marginal decrease was due to business needs and timing of expenses.

 

Licenses and Taxes Expenses

 

For the year ended December 31, 2013, license and taxes expenses increased to $13,066, compared to $11,542 for the year ended December 31, 2012. This increase was due to additional applications submitted for new licenses in 2013.

 

Repairs Expenses

 

For the year ended December 31, 2013, repairs expense decreased to $5,646, compared to $10,327 for the year ended December 31, 2012. This decrease was due to timing of required repairs.

 

Startup Costs

 

For the year ended December 31, 2013, one-off startup costs were incurred for the purchase of Australian rights to conduct business throughout Australia. 

 

Interest Expense

 

For the year ended December 31, 2013, interest expense increased to $195,895, compared to $51,109 for the year ended December 31, 2012. This increase was attributable to increased interest cost for the BFG Loan Holdings, LLC $10 million revolving debt facility and interest paid on working capital loans.

 

Financial Position

 

Cash and Cash Equivalents

 

We had cash and cash equivalents of $281,879 as of December 31, 2013, as compared to $178,601 as of December 31, 2012. The increase was related to deposits on preferred stock and timing of drawdown from $10 million debt facility.

 

Loans Receivable

 

We had net loan receivables of $426,113 as of December 31, 2013, as compared to $130,486 as of December 31, 2012. The increase was due to our growth in loan originations in 2013.

 

Property and Equipment

 

Our net property and equipment decreased from $80,235 as of December 31, 2012 to $43,349 as of December 31, 2013 due to depreciation of existing assets and minimal fixed asset additions in 2013.

 

Loan Costs

 

Our net loan costs decreased from $164,301 as of December 31, 2012 to $131,470 as of December 31, 2013 due to amortization of capitalized loan costs.

 

Accounts Payable and Accrued Expenses

 

We had accounts payable and accrued expenses of $323,798 as of December 31, 2013, as compared to $157,504 as of December 31, 2012. The increase is primarily attributable to higher accruals in 2013 for capital raising and consulting fees.

 

Working Capital Loans

 

We had working capital loans of $140,000 as of December 31, 2013, as compared to $0 as of December 31, 2012. The working capital loans were secured in 2013 to enable continued growth while capital raisings were being completed.

 

  

Senior Debt

 

We had senior debt of $500,000 as of December 31, 2013, as compared to $250,000 as of December 31, 2012. This senior debt comprises advances from our $10 million revolving facility and the increase is due to additional funds drawn down from facility to fund loan book growth.

 

Deposit on Preferred Stock

 

We had deposit on preferred stock of $1,910,774 as of December 31, 2013, as compared to $0 as of December 31, 2012. The increase is due to investment funds received from capital raising for preferred stock conducted in 2013 which were not issued until March 2014.

 

Financial Condition, Liquidity and Capital Resources

 

We continue to incur operating expenses in excess of net revenue and will require capital infusions to sustain our operations until operating results improve. We may not be able to obtain such capital in a timely manner and as a result may incur liquidity imbalances.

 

Liquidity and Capital Resources

 

We used cash in operations of $1,522,805 during the year ended December 31, 2013, compared to $1,591,313 during the year ended December 31, 2012.

 

We used net cash from investing activities of $1,593,541 during the year ended December 31, 2013, compared to $316,717 during the year ended December 31, 2012. The increase in cash used in investing activities is primarily due to advances to our former Australian parent company, IEG Holdings Limited, of $966,620 and an increase in loans receivable originated from $126,000 in 2012 to $403,000 in 2013.

 

We were provided $3,219,624 of net cash from financing activities during the year ended December 31, 2013, compared to $1,943,380 during the same period in 2012. The increase is due to the significant capital raisings conducted in 2013, which brought in $1,892,861 as proceeds from issuance of common stock, $936,763 as deposit on preferred stock, and $500,000 in working capital loans.

 

At December 31, 2013, we had cash on hand of $281,879, which is not sufficient to meet our operating needs for the next 12 months. We plan to continue to raise the required capital to meet our operating needs via equity, preferred stock, and debt capital raisings.

 

The Company has a credit facility that provides for borrowings of up to $10 million with $2,230,000 and $500,000 outstanding at September 30, 2014 and December 31, 2013, respectively, subject to a borrowing base formula. The Company may borrow, at its option, at the rate of 18% with a minimum advance of $25,000. As of September 30, 2014, the Company’s effective interest rate was 18% and the unused amount available under the credit line was $7.77 million. Proceeds from this credit facility are used to fund loans to consumers. The credit facility revolving period, during which interest only payments are due, was extended on September 30, 2014 under an amendment to the loan agreement. Upon conversion to a term loan, monthly principal and interest payments equal to 100% of the consumer loan proceeds will be due. This note matures on June 1, 2016.

 

Substantially all of the Company’s assets are pledged as collateral for borrowings under the revolving credit agreement.

 

Off-Balance Sheet Arrangements

 

As of the date of this prospectus, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with us is a party, under which we have any obligation arising under a guarantee contract, derivative instrument or variable interest or a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

 

Going Concern

 

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has reported recurring losses and has not generated positive net cash flows from operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management intends to raise capital funding sufficient to continue operations through January 2016 via a private or public offering of equity. This additional working capital will enable the Company to increase loan volume utilizing its existing $10 million credit facility. If the Company is not successful in raising sufficient capital, it may have to delay or reduce expenses, or curtail operations. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that could result should the Company not continue as a going concern.

 

  

Critical Accounting Policies and Estimates

 

Our analysis and discussion of our financial condition and results of operations is based upon our Consolidated Financial Statements that have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. GAAP provides the framework from which to make these estimates, assumptions and disclosures. We have chosen accounting policies within GAAP that we believe are appropriate to accurately and fairly report our operating results and financial position in a consistent manner. We regularly assess these policies in light of current and forecasted economic conditions. Our accounting policies are described in Note 1 to the Consolidated Financial Statements included elsewhere in this prospectus.

 

Recent Accounting Pronouncements

 

The recent accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

 

APPOINTMENT OF AUDITOR

 

Prior to engaging Rose, Snyder & Jacobs LLP as our independent registered public accounting firm, we did not, and our predecessor did not, have an independent registered public accounting firm to audit our or our predecessor’s financial statements.

 

On February 21, 2013, our board of directors appointed Rose, Snyder & Jacobs LLP as our independent registered public accounting firm. Rose, Snyder & Jacobs LLP audited our financial statements for the fiscal years ended December 31, 2013 and 2012 and has been engaged as our independent registered public accounting firm for our fiscal year ending December 31, 2014. During our two most recent fiscal years and through the date of Rose, Snyder & Jacobs LLP’s appointment, we did not consult with Rose, Snyder & Jacobs LLP with respect to any of the matters or reportable events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

 

DIRECTORS AND EXECUTIVE OFFICERS

 

Board of Directors and Executive Officers

 

The following table sets forth the names, positions and ages of our directors and executive officers as of the date of this prospectus. Our directors are typically elected at each annual meeting and serve for one year and until their successors are elected and qualify. Officers are elected by our board of directors and their terms of office are at the discretion of our board.

 

Name		Age		Position(s)
Paul Mathieson		39		Chief Executive Officer & Director
Carla Cholewinski		60		Chief Operating Officer and Chief Credit Officer

 

Paul Mathieson. Mr. Mathieson has served as the Chief Executive Officer and member of our board of directors since 2012 and a member of the board of directors of our subsidiary since 2009. In 2005, Mr. Mathieson founded IEG Holdings Limited in Sydney, Australia which launched the Mr. Amazing Loans business. In recognition of IEG Holdings Limited’s success, Mr. Mathieson was awarded Ernst & Young’s 2007 Australian Young Entrepreneur of the Year (Eastern Region). Mr. Mathieson has over 19 years finance industry experience in lending, funds management, stock market research and investment banking. His career has included positions as Financial Analyst/Institutional Dealer with Daiwa Securities from 1995 to 1995, Head of Research for Hogan & Partners from 1995 to 2000, and Stockbroker and Investment Banking Associate with ING Barings from 2000 to 2001. In addition, from 2002 to 2010, Mr. Mathieson was the Founder and Managing Director of IE Portfolio Warrants, a funds management business that offered high return and leveraged structured Australian equities products. Mr. Mathieson received a Bachelor of Commerce from Bond University, Queensland, Australia in 1994 and a Master’s Degree of Applied Finance from Macquarie University, New South Wales, Australia in 2000.

 

Carla Cholewinski. Ms. Cholewinski has served as our Chief Operating Officer since 2008 and has over 37 years’ experience in the finance industry including banking, credit union management, regulatory oversight, debt securitization and underwriting. Her career has included positions as Vice President and Branch Manager at Glendale Federal Bank from 1976 to 1986, Vice President and District Sales and Lending Manager with California Federal Bank from 1986 to 1992, Mortgage Banker with First Choice Financial Services from 1992 to 1995, Corporate Vice President of Lending and Collections with WesStar Credit Union from 1995 to 1999, Chief Lending Officer for American Corp & Funding from 1999 to 2000, Chief Credit Officer for Security State Savings Bank from 2000 to 2004, and Chief Credit Officer for Fifth Street Bank from 2004 to 2008. Since 2008, Ms. Cholewinski has served as our Chief Operating Officer and Chief Credit Officer and has utilized her extensive finance, banking and regulatory experience to grow the business from initial launch to our current level of operations.

 

  

There are no family relationships between any of the executive officers and directors. Each director is elected at our annual meeting of shareholders and holds office until the next annual meeting of shareholders, or until his successor is elected and qualified.

 

Director Qualifications, Committees of our Board of Directors and the Role of our Board in Risk Oversight

 

Director Qualifications

 

Mr. Mathieson was appointed to our board in March 2013 following the reverse merger with IEGC described in this prospectus. Given his role in the founding and/or operations of IEGC, we believe he remains a good fit for our current needs. Mr. Mathieson has significant operational experience in our industry and brings both a practical understanding of the industry and as well as hands-on experience in our business sector to our board and a greater understanding of certain of the challenges we face in executing our growth strategy.

 

Mr. Mathieson serves as both our Chief Executive Officer and the sole member of our board of directors. We do not have any independent directors. The business and operations of our company are managed by our board as a whole, including oversight of various risks, such as operational and liquidity risks that our company faces. As our company grows, we expect to expand our board of directors to include independent directors.

 

Committees of Our Board of Directors

 

We have not established any committees of comprised of members of our board of directors, including an Audit Committee, a Compensation Committee or a Nominating Committee, any committee performing a similar function. The functions of those committees are being undertaken by board of directors as a whole. Because none of our directors are considered independent, we believe that the establishment of these committees would be more form over substance. We do not have a policy regarding the consideration of any director candidates which may be recommended by our shareholders, including the minimum qualifications for director candidates, nor has our board of directors established a process for identifying and evaluating director nominees, nor do we have a policy regarding director diversity. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our shareholders, including the procedures to be followed. Our board has not considered or adopted any of these policies as we have never received a recommendation from any shareholder for any candidate to serve on our board of directors. Given our relative size, we do not anticipate that any of our shareholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our board will participate in the consideration of director nominees. In considering a director nominee, it is likely that our board will consider the professional and/or educational background of any nominee with a view towards how this person might bring a different viewpoint or experience to our board.

 

Our securities are not quoted on an exchange that has requirements that a majority of our board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our board of directors include “independent” directors, nor are we required to establish or maintain an Audit Committee or other committee of our board of directors.

 

Board Oversight in Risk Management

 

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including liquidity risk, operational risk, strategic risk and reputation risk. Our Chief Executive Officer also serves as one of our directors and we do not have a lead director. In the context of risk oversight, at the present stage of our operations we believe that our selection of one person to serve in both positions provides the board with additional perspective which combines the operational experience of a member of management with the oversight focus of a member of the board. The business and operations of our company are managed by our board as a whole, including oversight of various risks that our company faces. Because the majority of our board is comprised of members of our management, these individuals are responsible for both the day-to-day management of the risks we face as well as the responsibility for the oversight of risk management.

 

Code of Ethics and Business Conduct

 

Prior to effectiveness of the registration statement of which this prospectus forms a part, we will adopt a Code of Business Conduct and Ethics that applies to our board of directors, our executive officers and our employees. We expect that a copy of the Code of Business Conduct and Ethics will be available on our corporate website at www.investmentevolution.com, and that any amendments to the Code of Business Conduct and Ethics, or any waivers of its requirements, will be disclosed on our website and reported to the SEC, as may be required.

 

  

Director Compensation

 

We have not established standard compensation arrangements for our directors and the compensation payable to each individual for their service on our board is determined from time to time by our board of directors based upon the amount of time expended by each of the directors on our behalf. Currently, the sole member of the board of directors do not receive any compensation for his services as a director.

 

Director Independence

 

The sole member of our directors is not considered “independent” within the meaning of meaning of Rule 5605 of the NASDAQ Marketplace Rules.

 

EXECUTIVE COMPENSATION

 

The following table summarizes all compensation recorded by us, including IEGH, in the past two years for:

 

	●	our principal executive officer or other individual serving in a similar capacity,
	●	our two most highly compensated executive officers other than our principal executive officer who were serving as executive officers at December 31, 2013 as that term is defined under Rule 3b-7 of the Securities Exchange Act of 1934, and
	●	up to two additional individuals for whom disclosure would have been required but for the fact that the individual was not serving as an executive officer at December 31, 2013.

 

For definitional purposes, these individuals are sometimes referred to as the “named executive officers.”

 

2013 SUMMARY COMPENSATION TABLE

 

Name and Principal Position		Year				Salary ($)				Bonus ($)				Stock Awards ($)				Option Awards ($)		Non-Equity Incentive Plan Compensation ($)				Non-Qualified Deferred Compensation Earnings ($)				All Other Compensation ($)		Total ($)
Paul Mathieson,			2013				1,000,000				0				0			0			0				0			0		1,000,000
Chief Executive Officer (1)			2012				1,000,000				0				0			0			0				0			0		1,000,000
Carla Cholewinski,			2013				200,000				10,000				0			0			0				0			0		210,000
Chief Operating Officer and Chief Credit Officer			2012				200,000				10,000				0			0			0				0			0		210,000

 

(1)

Mr. Mathieson was appointed our Chief Executive Officer in March 2013.

  

Compensation of Management

 

We have not entered into employment agreements with any of our executive officers. As business develops, we may enter into employment arrangements with our management personnel, on such terms as determined by our board of directors.

 

Outstanding Equity Awards at 2013 Fiscal Year-End

 

The following table provides information concerning unexercised options, stock that has not vested and equity incentive plan awards for each named executive officer outstanding as of December 31, 2013:

 

OPTION AWARDS																						STOCK AWARDS
Name		Number of Securities Underlying Unexercised Options (#) Exercisable				Number of Securities Underlying Unexercised Options (#) Unexercisable				Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)				Option Exercise Price ($)				Option Expiration Date				Number of Shares or Units of Stock That Have Not Vested (#)				Market Value of Shares or Units of Stock That Have Not Vested ($)				Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)
Paul Mathieson			0				0				0				0				0				0				0				0				0
Carla Cholewinski,			0				0				0				0				0				0				0				0				0

 

  

Limitation on Liability

 

The Florida Business Corporation Act permits the indemnification of directors, employees, officers and agents of Florida corporations. Our articles of incorporation and bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by the Florida Business Corporation Act.

 

The provisions of the Florida Business Corporation Act that authorize indemnification do not eliminate the duty of care of a director, and in appropriate circumstances equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Florida law. In addition, each director will continue to be subject to liability for:

 

	●	violations of criminal laws, unless the director had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful,
	●	deriving an improper personal benefit from a transaction,
	●	voting for or assenting to an unlawful distribution, and
	●	willful misconduct or conscious disregard for our best interests in a proceeding by or in the right of a shareholder.

 

The statute does not affect a director’s responsibilities under any other law, such as the Federal securities laws. The effect of the foregoing is to require our company to indemnify our officers and directors for any claim arising against such persons in their official capacities if such person acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

 

Insofar as the limitation of, or indemnification for, liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling us pursuant to the foregoing, or otherwise, we have been advised that, in the opinion of the SEC, such limitation or indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

Deferred salary to our Chief Executive Officer totaling $975,484 was offset against issuance of shares of common stock during the nine months ended September 30, 2014. Advance to officer was also offset against wages and accrued expenses paid on behalf of the Company, for a total of $526,305.

 

Effective June 30, 2013, the Company entered into a Rights Sales Agreement, under which the Company acquired the Australian rights to conduct business throughout Australia, from IEG Holdings Limited ACN 131 987 838, its parent (until its shares were distributed to the ultimate shareholders of IEG Holdings Limited ACN 131 987 838). The purchase price for the Rights Sales Agreement was $1,500,000 which was paid as follows:

 

Paid through advances to (payments to third parties made on behalf of) IEG Holdings Limited ACN 131 987 838		$	1,074,937
Offset amounts owed from Company shareholders who are also creditors of IEG Holdings Limited ACN 131 987 838		$	425,063

 

PRINCIPAL AND SELLING STOCKHOLDERS

 

At December 11, 2014 we had 1,872,598,662 shares of our common stock issued and outstanding. The following table sets forth information regarding the beneficial ownership of our common stock as of December 11, 2014, and as adjusted to reflect the sale of common stock offered by the selling stockholders in this offering, for:

 

	●	each of our named executive officers,
	●	each of our directors,
	●	all of our directors and executive officers as a group,
	●	each stockholder known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock, and
	●	all selling stockholders.

 

Information on beneficial ownership of securities is based upon a record list of our shareholders and we have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws. Unless otherwise indicated in the footnotes below, based on the information provided to us by or on behalf of the selling stockholders, no selling stockholder is a broker-dealer or an affiliate of a broker-dealer.

 

All of the securities owned by the selling security holders may be offered hereby. The selling security holders may sell some or all of the securities owned by them, and there are currently no agreements, arrangements or understandings with respect to the sale of any of the securities. The table below assumes that the selling stockholder sell all of the shares offered for sale. Unless otherwise indicated, the business address of each person listed is in care of IEG Holdings Corporation, 6160 West Tropicana Ave, Suite E-13, Las Vegas, NV 89103.

 

 

 

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
Named Executive Officers and Directors:
MR PAUL JASON MATHIESON			477,992,144				25.53	%			23,994,607				453,997,537				24.24	%
All executive officers and directors as a group (2 persons)			477,992,144				25.53	%			23,994,607				453,997,537				24.24	%
Other 5% Stockholders:
FENWICK CORPORATION PTY LTD <FENWICK INVESTMENT A/C>			123119848				6.57	%			6,250,992				116,868,856				6.24	%
Other Selling Stockholders:
ASAL HOLDINGS			61363671				3.28	%			3,163,184				58,200,487				3.11	%
MORTGAGE BROKERS PTY LTD <FRANK WILKIE SUPER FUND A/C>			60189036				3.21	%			3,104,452				57,084,584				3.05	%
REID SUPER CO PTY LTD <WILLOUGHBY SUPER FUND A/C>			54115080				2.89	%			2,800,754				51,314,326				2.74	%
CLEM TACCA PTY LTD <CLEM TACCA FAMILY A/C>			43301296				2.31	%			2,260,065				41,041,231				2.19	%
MRS JUDITH PATRICIA WILLOUGHBY & MR WAYNE ROBERT WILLOUGHBY <WILLOUGHBY FAMILY A/C>			39194736				2.09	%			2,054,737				37,139,999				1.98	%
A MAGGIOTTO NOMINEES PTY LTD <MAGGIOTTO SUPER FUND A/C>			36975000				1.97	%			1,943,750				35,031,250				1.87	%
GREGS SERVICE PTY LTD <MCADAM FAMILY A/C>			28253332				1.51	%			1,507,667				26,745,665				1.43	%
DR LAKSHMAN PRASAD <DR L PRASAD SUPER FUND A/C>			24644680				1.32	%			1,327,234				23,317,446				1.25	%
GREGS SERVICE PTY LTD ATF EQUITIES TRADING TRUST			21375898				1.14	%			1,163,795				20,212,103				1.08	%
TOFINO TRADING LTD			20000000				1.07	%			1,095,000				18,905,000				1.01	%
OSSUM HOLDINGS PTY LTD <TANTON FAMILY NO 2 A/C>			19514856				1.04	%			1,070,743				18,444,113				0.98	%
MR IAN MATHIESON			18896428				1.01	%			1,039,821				17,856,607				0.95	%
GANT INVESTMENTS PTY LTD <GANT INVESTMENTS A/C>			17111136				0.91	%			950,557				16,160,579				0.86	%
WILLTECH SERVICES PTY LTD			15276228				0.82	%			858,811				14,417,417				0.77	%
HANDIBEAU PTY LIMITED <PRENDERGAST SUPER FUND A/C>			14219388				0.76	%			805,969				13,413,419				0.72	%
OSSUM HOLDINGS PTY LTD <TANTON SUPER FUND A/C>			13993168				0.75	%			794,658				13,198,510				0.70	%
GANT INVESTMENTS PTY LTD			12583284				0.67	%			724,164				11,859,120				0.63	%
MR SANTINO ANTHONY MASTROENI			11460788				0.61	%			668,039				10,792,749				0.58	%
DANSAN (AUST) PTY LTD <DANSAN FAMILY A/C>			10821930				0.58	%			636,097				10,185,834				0.54	%
MR WILLIAM PETER MAILE			9257223				0.49	%			557,861				8,699,362				0.46	%
DOMENIC TACCA PTY LTD <DOMENIC TACCA FAMILY A/C>			8269616				0.44	%			508,481				7,761,135				0.41	%
KEVIN HOWARD CRANE HIRE PTY LTD <K & M HOWARD S/FUND A/C>			8018011				0.43	%			495,901				7,522,110				0.40	%
OSSUM HOLDINGS PTY LTD <THE TANTON FAMILY A/C NO 2>			7665064				0.41	%			478,253				7,186,811				0.38	%
MR GIANNI MASON & MRS MARISSA MASON <THE MASON SUPER FUND A/C>			7317566				0.39	%			460,878				6,856,688				0.37	%
MR JAMES LAWRENSON & MRS ROSEMARIE LAWRENSON <LAWRENSON J & R S/FUND A/C>			7188396				0.38	%			454,420				6,733,976				0.36	%
MR IAN MCKAY GILMOUR & MRS CHRISTINE ANN GILMOUR <GILMOUR SUPER FUND A/C>			7101636				0.38	%			450,082				6,651,554				0.36	%
MR ROBERT ANDREW BLISS & MRS WENDY ANN BLISS <RAB INVESTMENTS P/L S/F A/C>			7069408				0.38	%			448,470				6,620,938				0.35	%
ADMIN NOMINEES PTY LTD <LOVETT FAMILY A/C>			7065342				0.38	%			448,267				6,617,075				0.35	%
OPTIMAL EQUITY PTY LTD			6890464				0.37	%			439,523				6,450,941				0.34	%
RAB INVESTMENTS PTY LTD			6839592				0.37	%			436,980				6,402,612				0.34	%
CLEM TACCA PTY LTD <CLEM TACCA FAMILY NO 2 A/C>			5965296				0.32	%			393,265				5,572,031				0.30	%
MURRANJI PTY LIMITED <TOOHEY FAMILY SUPERFUND A/C>			5780956				0.31	%			384,048				5,396,908				0.29	%
MR DAVID BRUCE CROSSLEY			5711744				0.31	%			380,587				5,331,157				0.28	%
R & H NOMINEES PTY LTD <R & H NOMINEES P/L S/F A/C>			5319643				0.28	%			360,982				4,958,661				0.26	%
MR MICHAEL HERBERT ROGERS <THE M H R ACCOUNT>			5195118				0.28	%			354,756				4,840,362				0.26	%
MR ARNOLD WILLIAM ROBERTSON			5193904				0.28	%			354,695				4,839,209				0.26	%
MR ERIC CHARLES DYER			5023904				0.27	%			346,195				4,677,709				0.25	%
TASMAN (VIC) PTY LTD <HOOPER SUPER FUND A/C>			5000224				0.27	%			345,011				4,655,213				0.25	%

 

  

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
MR GIANNI MASON & MRS MARISSA MASON <THE MASON FAMILY A/C>			4736250				0.25	%			331,813				4,404,438				0.24	%
MR RAYMOND RAMANI & MS JAYA RANI <RAMANI FAMILY SUPER FUND>			4732976				0.25	%			331,649				4,401,327				0.24	%
MR BARRY ROBERT BULLEN			4401472				0.24	%			315,074				4,086,398				0.22	%
RON MEDICH PROPERTIES PTY LIMITED			4364653				0.23	%			313,233				4,051,420				0.22	%
FALDISON PTY LTD			4180960				0.22	%			304,048				3,876,912				0.21	%
MR ROBERT GEORGE PRENDERGAST & MRS MAREE ANN PRENDERGAST			4144132				0.22	%			302,207				3,841,925				0.21	%
ASCENDANT SC PTY LTD <ASCENDANT SC A/C>			4129024				0.22	%			301,451				3,827,573				0.20	%
GALICO PTY LTD <LACONO FAMILY A/C>			4088640				0.22	%			299,432				3,789,208				0.20	%
G.LB PTY LTD <THE G.LB SUPER FUND A/C>			4042860				0.22	%			297,143				3,745,717				0.20	%
MR ROBERT MALCOLM WILKIE & MRS LINDA ELIZABETH WILKIE <BIG BOSS INVESTMENTS A/C>			4042856				0.22	%			297,143				3,745,713				0.20	%
MR PETER ROBERT MOORE			4000000				0.21	%			295,000				3,705,000				0.20	%
C T SUPER PTY LTD			3890480				0.21	%			289,524				3,600,956				0.19	%
MR JOHN TURNBULL & MRS SOMPHONG TURNBULL <JOHN & GOI'S SUPER FUND A/C>			3663770				0.20	%			278,189				3,385,582				0.18	%
MR DEAN MARCON			3489561				0.19	%			269,478				3,220,083				0.17	%
MR GEOFFREY FRANCIS FONTAINE			3463072				0.18	%			268,154				3,194,918				0.17	%
MR BARRY WATSON & MRS JANET WATSON <WATSON FAMILY S/F A/C>			3290704				0.18	%			259,535				3,031,169				0.16	%
RESORT BROKERS PTY LTD <CROOKS FAMILY SUPERFUND A/C>			3259082				0.17	%			257,954				3,001,128				0.16	%
BJ & BL GANT PTY LTD <GANT SUPER FUND A/C>			3217024				0.17	%			255,851				2,961,173				0.16	%
SUPER KOOL ORANGES PTY LTD <HANSENS INVESTMENTS UNIT A/C>			3205008				0.17	%			255,250				2,949,758				0.16	%
MR MICHAEL MINICHIELLO & MRS THERESA MINICHIELLO <MINICHIELLO SUPER FUND A/C>			3113332				0.17	%			250,667				2,862,665				0.15	%
KAMBELL PTY LTD <GRANT FAMILY SUPER FUND A/C>			3112924				0.17	%			250,646				2,862,278				0.15	%
AUGUSTWAVE PTY LTD <AUGUSTWAVE SUPER A/C>			3073846				0.16	%			248,692				2,825,154				0.15	%
NICKBAH PTY LTD <M S BIGG BUSINESS A/C>			3055106				0.16	%			247,755				2,807,351				0.15	%
R & H WOODROW PTY LTD <WOODROW SUPER FUND A/C>			3035840				0.16	%			246,792				2,789,048				0.15	%
JENNIFER MAREE BALL			3000000				0.16	%			245,000				2,755,000				0.15	%
HAMILAH PTY LTD <THE HAMILAH SUPER FUND A/C>			2997056				0.16	%			244,853				2,752,203				0.15	%
MRS LISA MAREE VIDLER			2962196				0.16	%			243,110				2,719,086				0.15	%
MR ROBERT MALCOLM WILKIE & MRS LINDA ELIZABETH WILKIE <BROADBILL SUPER FUND A/C>			2940288				0.16	%			242,014				2,698,274				0.14	%
FIFTH GLENMAR PTY LTD <FIFTH GLENMAR PROPERTY A/C>			2931343				0.16	%			241,567				2,689,776				0.14	%
MR GEOFFREY LEWIS GODLEY & MRS CAROLYN JOAN GODLEY <GL & CJ GODLEY S/F A/C>			2749361				0.15	%			232,468				2,516,893				0.13	%
MR DAMIEN MATHIESON			2729726				0.15	%			231,486				2,498,240				0.13	%
GFF HOLDINGS PTY LTD <GFF SUPERANNUATION FUND A/C>			2726472				0.15	%			231,324				2,495,148				0.13	%
MR GEOFFREY LEWIS GODLEY & MRS CAROLYN JOAN GODLEY			2709398				0.14	%			230,470				2,478,928				0.13	%
MR CZESLAW MICHAEL KOZICKI & MRS ANGELE DANUTE KOZICKI <KOZICKI SUPER FUND A/C>			2707588				0.14	%			230,379				2,477,209				0.13	%
DAVID JENKINSON & ASSOC PTY LTD <JENKINSON FAMILY S/F A/C>			2667944				0.14	%			228,397				2,439,547				0.13	%
MR MICHAEL QUAGLIATA			2618892				0.14	%			225,945				2,392,947				0.13	%
MRS VICKI BELL & MR GRAHAM BELL <BELL FAMILY SUPER FUND A/C>			2607144				0.14	%			225,357				2,381,787				0.13	%
MR GEORGE LESLIE BLISS & MR JOSHUA DANIEL BLISS <THE GLB SUPER FUND A/C>			2596952				0.14	%			224,848				2,372,104				0.13	%
TRIAL DEVELOPMENTS PTY LTD			2526992				0.13	%			221,350				2,305,642				0.12	%
BEW'S KENNEL PTY LTD <WATSON TRADING A/C>			2511376				0.13	%			220,569				2,290,807				0.12	%
JANE MARGOT MARTIN			2500000				0.13	%			220,000				2,280,000				0.12	%

 

  

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
VINCENT JOHN, CREAGH < CREAGH V3 SUPER FUND>			2464950				0.13	%			218,248				2,246,703				0.12	%
PETER,LEWIS			2401892				0.13	%			215,095				2,186,797				0.12	%
MR GORDON ROSS HERIOT & MS DANA HERIOT <GORDON HERIOT SUPER FUND A/C>			2397864				0.13	%			214,893				2,182,971				0.12	%
NICO, SCHUTTE			2278970				0.12	%			208,949				2,070,022				0.11	%
MILLENNIUM PARTNERS (AUST) PTY LTD <SOUTH BRISBANE ACCOUNT>			2248137				0.12	%			207,407				2,040,730				0.11	%
BLUE CHIP TURF MANAGEMENT PTY LTD <TRIM FAMILY A/C>			2247432				0.12	%			207,372				2,040,060				0.11	%
DYER FARMS PTY LTD <TOORONGA FARMS RET FUND A/C>			2233052				0.12	%			206,653				2,026,399				0.11	%
MR GARY KENDRICK			2190063				0.12	%			204,503				1,985,560				0.11	%
NICKBAH PTY LTD <HAMILAH SUPER FUND C/- MICHAEL BIGG			2174562				0.12	%			203,728				1,970,834				0.11	%
MS TERRY ROTH			2142463				0.11	%			202,123				1,940,340				0.10	%
MR TIM SMITH & SILVER BULLET PTY LTD <TIMBEL FAMILY A/C>			2142408				0.11	%			202,120				1,940,288				0.10	%
NEWQUAY INVESTMENTS PTY LTD <NEWQUAY SUPER FUND A/C>			2080162				0.11	%			199,008				1,881,154				0.10	%
MISS JANETTE ELIZABETH MOORE			2036124				0.11	%			196,806				1,839,318				0.10	%
MCINTYRE EXECUTIVE PTY LIMITED <MCINTYRE EXECUTIVE S/F A/C>			2013412				0.11	%			195,671				1,817,741				0.10	%
PETER MOORE PTY LTD <PETER MOORE SUPER FUND A/C>			2000000				0.11	%			195,000				1,805,000				0.10	%
MR RONALD LEENDERT VANDERWAAL & MRS HEATHER JOY VANDERWAAL			1997410				0.11	%			194,871				1,802,540				0.10	%
MS SANDRA BANKS <SANDRA BANKS SUPER FUND A/C>			1980960				0.11	%			194,048				1,786,912				0.10	%
MR WAYNE CAREY			1961912				0.10	%			193,096				1,768,816				0.09	%
MRS AMANDA HARGREAVES			1934512				0.10	%			191,726				1,742,786				0.09	%
MR DEREK HUTCHINSON JOHNSON			1919598				0.10	%			190,980				1,728,618				0.09	%
BOOKMARK EDITING & PUBLISHING SERVICES PTY LTD <FOUR LEAF CLOVER A/C>			1893792				0.10	%			189,690				1,704,102				0.09	%
MR MICHAEL GEORGE ALCORN			1881924				0.10	%			189,096				1,692,828				0.09	%
ANTHONY JOHN,DUNLOP C/- HARRINGTON MCNAMARA			1878970				0.10	%			188,949				1,690,022				0.09	%
KEW DIRECTORS PTY LTD <KEW DIRECTORS S/F A/C>			1878218				0.10	%			188,911				1,689,307				0.09	%
BRUCE ROBERT & KATHLEEN MARJORIE, WHITE			1873395				0.10	%			188,670				1,684,725				0.09	%
SACCO DEVELOPMENTS AUSTRALIA PTY LIMITED <THE SACCO FAMILY A/C>			1873333				0.10	%			188,667				1,684,666				0.09	%
AUSTALLUS PTY LD <AUSTALLUS SUPER FUND A/C>			1831152				0.10	%			186,558				1,644,594				0.09	%
G L B PTY LTD <THE G L BLISS FAMILY A/C>			1800000				0.10	%			185,000				1,615,000				0.09	%
SGF GROUP PTY LTD <SGF PLANET A/C>			1792384				0.10	%			184,619				1,607,765				0.09	%
ROSS & SUZANNE, ULLMAN < THE NAMLLU SUPER FUND>			1787240				0.10	%			184,362				1,602,878				0.09	%
CROSSLEY INVESTMENTS PTY LTD			1784764				0.10	%			184,238				1,600,526				0.09	%
MR MICHAEL TACCONE			1774576				0.09	%			183,729				1,590,847				0.08	%
MR JOHN JOSEPH GORTON & MR NOEL GAIL GORTON			1774464				0.09	%			183,723				1,590,741				0.08	%
MR RONALD VANDERWAAL & MRS HEATHER JOY VANDERWAAL & MR BENJAMIN JAY VANDERWAAL			1772764				0.09	%			183,638				1,589,126				0.08	%
TRIPLE 8 VENTURES PTY LTD <L PORTEOUS FAMILY A/C>			1732876				0.09	%			181,644				1,551,232				0.08	%
MR BENJAMIN JOHN THOMPSON			1729157				0.09	%			181,458				1,547,699				0.08	%
MR WAYNE GREGORY MCKELLAR & MRS MARILYN THERESA MCKELLAR <MCKELLAR SUPER FUND A/C>			1699336				0.09	%			179,967				1,519,369				0.08	%
MR DAVID JOHN GREGG <THE HIGHVALE FAMILY A/C>			1694288				0.09	%			179,714				1,514,574				0.08	%
MR NICHOLAS MACRI & MRS CARMEL MACRI			1690000				0.09	%			179,500				1,510,500				0.08	%
M H ROGERS <THE M H R A/C>			1681761				0.09	%			179,088				1,502,673				0.08	%

 

 

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
TELRICH PTY LTD <TELRICH EXECUTIVE S/F A/C>			1673303				0.09	%			178,665				1,494,638				0.08	%
ROTH CONSULTING GROUP PTY LTD <ROTH CONSULTING S/F A/C>			1666668				0.09	%			178,333				1,488,335				0.08	%
ROWAN,FOX (C/-PETER NIEWAND)			1663691				0.09	%			178,185				1,485,506				0.08	%
MR PETER SLAVKO CESTNIK & MRS TIFFANY CLAIR CESTNIK			1655048				0.09	%			177,752				1,477,296				0.08	%
RAVEFIELD PTY LTD <THE HIGHVALE S/F A/C> C/- MOORE STEPHENS (QLD) LTD			1645240				0.09	%			177,262				1,467,978				0.08	%
VANCHEM PTY LTD <MADECLAIRE SUPER FUND A/C>			1643676				0.09	%			177,184				1,466,492				0.08	%
ANZUS TECHNOLOGY INTERNATIONAL PTY LTD			1628448				0.09	%			176,422				1,452,026				0.08	%
NICKBAH PTY LTD <MS B BUSINESS A/C>			1620715				0.09	%			176,036				1,444,679				0.08	%
VAINGIRL NOMINEES PTY LTD <HECTOR HENRY HOLDINGS A/C>			1610253				0.09	%			175,513				1,434,740				0.08	%
KOVRON PTY LTD <J M CREAGH SUPER FUND A/C>			1600012				0.09	%			175,001				1,425,011				0.08	%
LYNETTE BARNES <WANAWATTHA SPRINGS TRUST>			1600000				0.09	%			175,000				1,425,000				0.08	%
MARTIN, CONRAD < CARDUB SUPER FUND>			1590654				0.08	%			174,533				1,416,121				0.08	%
MR MICHAEL MCMAHON <M MCMAHON SUPER FUND A/C>			1589826				0.08	%			174,491				1,415,335				0.08	%
LOCK ENTERPRISES PTY LTD <DARRYL LOCK SUPER FUND A/C>			1578196				0.08	%			173,910				1,404,286				0.07	%
MR ALAN LAMB & MS SANDI GIVENS <GLAMOUROUS SUPER FUND A/C>			1577678				0.08	%			173,884				1,403,794				0.07	%
ADELAIDE EAST PTY LIMITED <TONY HAVIG FAMILY A/C>			1576764				0.08	%			173,838				1,402,926				0.07	%
MR RONALD LEENDERT VANDERWAAL & MRS HEATHER JOY VANDERWAAL			1566235				0.08	%			173,312				1,392,923				0.07	%
TENNI & ASSOCIATES PTY LTD <THE TENNI FAMILY A/C>			1560550				0.08	%			173,028				1,387,523				0.07	%
MR JOHN MACRI & MRS MARIA MACRI			1557143				0.08	%			172,857				1,384,286				0.07	%
MARCEL, KOCH <KOCH SUPER FUND>			1553820				0.08	%			172,691				1,381,129				0.07	%
MICHAEL, MCMAHON <M MCMAHON SUPER FUND>			1553820				0.08	%			172,691				1,381,129				0.07	%
KEITH, VUICHOUD < K VUICHOUD PENSION FUND>			1553820				0.08	%			172,691				1,381,129				0.07	%
MR ROBERT ANDREW BLISS			1553276				0.08	%			172,664				1,380,612				0.07	%
NORTHAM PARK PTY LTD <B & CA HUDSON SUPER FUND A/C>			1539525				0.08	%			171,976				1,367,549				0.07	%
MR JAMES LAWRENSON <LAWRENSON J & R S/FUND A/C>			1536415				0.08	%			171,821				1,364,594				0.07	%
MR ROBERT MARK PRUYN & MRS MEREDITH ANNE PRUYN <PRUYN FAMILY A/C>			1535825				0.08	%			171,791				1,364,034				0.07	%
MR SERGIO FORZA			1535177				0.08	%			171,759				1,363,418				0.07	%
BENJAMIN JOHN, THOMPSON			1530381				0.08	%			171,519				1,358,862				0.07	%
MISS NICOLE MARIE ALDRIDGE			1529638				0.08	%			171,482				1,358,156				0.07	%
MSC ENTERPRISES (AUST) PTY LTD			1525004				0.08	%			171,250				1,353,754				0.07	%
VENOACE PTY LTD <JOHNSON FAMILY DISCRETIONARY A/C NO. 2>			1525004				0.08	%			171,250				1,353,754				0.07	%
BIGMOR PTY LTD <BIGMOR SUPER FUND A/C>			1522320				0.08	%			171,116				1,351,204				0.07	%
ALCLARE PTY LTD <THE BLAIR-WEST FAMILY A/C>			1515202				0.08	%			170,760				1,344,442				0.07	%
TERRY & JULIE THOMAS. HARRINGTON			1509871				0.08	%			170,494				1,339,377				0.07	%
MR GEOFFREY ROBERT MILLS			1505600				0.08	%			170,280				1,335,320				0.07	%
MR BARRY OATES & MS ALEXANDRA WATTS <OATES FAMILY S/F A/C>			1491528				0.08	%			169,576				1,321,952				0.07	%
MR ROSS NOEL ULLMAN & MRS SUZANNE ULLMAN <NAMLLU SUPER FUND A/C>			1491014				0.08	%			169,551				1,321,463				0.07	%
INVESTMENT VISION PTY LTD <VISION ONE A/C>			1489598				0.08	%			169,480				1,320,118				0.07	%
HAMILAH PTY LTD <HAMILAH SUPER FUND A/C>			1487604				0.08	%			169,380				1,318,224				0.07	%
MR DEIRK O'CONNOR & MS JOANNE WILLIAMS <O'CONNOR WILLIAMS S/F A/C>			1485834				0.08	%			169,292				1,316,542				0.07	%

 

  

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
QUANTUM ONE PTY LTD <CROWN DOMAIN A/C>			1485834				0.08	%			169,292				1,316,542				0.07	%
MR PETER MELVILLE KING & MRS ELIZABETH MARY KING			1482712				0.08	%			169,136				1,313,576				0.07	%
SOUTHWEST AUTOMOTIVE PTY LTD <SOUTHWEST AUTOMOTIVE S/F A/C>			1481746				0.08	%			169,087				1,312,659				0.07	%
MR JOHN THWAITES <THWAITES FAMILY S/F A/C>			1473800				0.08	%			168,690				1,305,110				0.07	%
TWIGG INVESTMENTS PTY LTD <TWIGG INVESTMENT A/C>			1471429				0.08	%			168,571				1,302,858				0.07	%
KERRIE LOUISE,GRAYSON			1468853				0.08	%			168,443				1,300,410				0.07	%
MR CONRAD MARTIN <CARDUB SUPER FUND A/C>			1468522				0.08	%			168,426				1,300,096				0.07	%
C F SUPERFUND PTY LTD <C F SUPER FUND A/C>			1464048				0.08	%			168,202				1,295,846				0.07	%
R & H NOMINEES PTY LTD <SUPERANNUATION FUND> C/-HANSENS ACCOUNTANTS PTY LTD			1463280				0.08	%			168,164				1,295,116				0.07	%
ARCHI-TECH SERVICES (VIC) PTY LTD <IBBOTT FAMILY SUPER FUND A/C>			1461310				0.08	%			168,066				1,293,245				0.07	%
KEW DIRECTORS PTY LTD <KEW DIRS S/F-PORTFOLIO A/C>			1461310				0.08	%			168,066				1,293,245				0.07	%
BLUE EAGLE INVESTMENTS PTY LTD <BLUE EAGLE SUPER FUND A/C>			1461032				0.08	%			168,052				1,292,980				0.07	%
PLAN B INVESTMENTS PTY LTD <PBI A/C>			1457223				0.08	%			167,861				1,289,362				0.07	%
MR BRENDAN PROWSE <PROWSE FAMILY INVESTMENT A/C>			1449048				0.08	%			167,452				1,281,596				0.07	%
MR ANGUS SCOTT EMERSON WILKIE			1442104				0.08	%			167,105				1,274,999				0.07	%
JAN FREDRIKSSON			1440000				0.08	%			167,000				1,273,000				0.07	%
MR IAN GRAEME PATTERSON <PATTERSON FAMILY A/C>			1434139				0.08	%			166,707				1,267,432				0.07	%
MR JASON RYAN			1432135				0.08	%			166,607				1,265,528				0.07	%
MR MARCEL KOCH <KOCH SUPERANNUATION FUND A/C>			1428621				0.08	%			166,431				1,262,190				0.07	%
MS MARIA MITROPOULOS			1426731				0.08	%			166,337				1,260,394				0.07	%
MR LESLIE TAYLOR & MRS SUSANNE TAYLOR <SOUTHWEST AUTOMOTIVE S/F A/C>			1425000				0.08	%			166,250				1,258,750				0.07	%
MRS FIONA PROWSE			1424524				0.08	%			166,226				1,258,298				0.07	%
MRS SHELLEY MARIE FOX			1423538				0.08	%			166,177				1,257,361				0.07	%
MR GEORGE WILLIAM BLAIR-WEST & MRS MARJORIE RAY BLAIR-WEST <BLAIR-WEST MEDICAL S/F A/C>			1420821				0.08	%			166,041				1,254,780				0.07	%
MR CONRAD MARTIN			1418829				0.08	%			165,941				1,252,888				0.07	%
PHILLIPS NOMINEES PTY LTD <PHILLIPS FAMILY A/C>			1418750				0.08	%			165,938				1,252,813				0.07	%
MR SEAMUS MARTIN & MRS JOAQUINA MARTIN <SHAYJO SUPER FUND A/C>			1417996				0.08	%			165,900				1,252,096				0.07	%
MR MARCEL KOCH & MRS URSULA KOCH <KOCH SUPER FUND A/C>			1417613				0.08	%			165,881				1,251,732				0.07	%
A & K DYER PTY LTD			1417004				0.08	%			165,850				1,251,154				0.07	%
INVESTMENT VISION PTY LTD <MAURICE DOVER SUPER A/C>			1416064				0.08	%			165,803				1,250,261				0.07	%
AVON RISE PTY LTD <SIXTH GYPSY P/L S/FUND A/C>			1415000				0.08	%			165,750				1,249,250				0.07	%
MR IAN PATTERSON <THE BLUME PATTERSON UNIT A/C>			1412773				0.08	%			165,639				1,247,134				0.07	%
MR ERIC JAMES FREW & MRS HEATHER JOY FREW			1410620				0.08	%			165,531				1,245,089				0.07	%
MR ALAN JOHN LAMB & MS SANDRA LYNN GIVENS <GLAMOUROUS SUPER FUND A/C>			1410178				0.08	%			165,509				1,244,669				0.07	%
MR CONRAD JOSEPH MARTIN			1409354				0.08	%			165,468				1,243,886				0.07	%
RAYMOND RAMANI & JAYA SUBRAMANIAN <THE RAMANI SUPER FUND A/C>			1409180				0.08	%			165,459				1,243,721				0.07	%
MR STEWART CRAIG DOBRZYNSKI & MRS FIONA JOANNE DOBRZYNSKI <DOBRZYNSKI FAMILY S/F A/C>			1407848				0.08	%			165,392				1,242,456				0.07	%
MR SEAMUS MARTIN <SHAYJO SUPER FUND A/C>			1406912				0.08	%			165,346				1,241,566				0.07	%
MR ADAM BLUME			1403758				0.07	%			165,188				1,238,570				0.07	%
MR IAN HAROLD BANKS			1403636				0.07	%			165,182				1,238,454				0.07	%

  

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
MR SCOTT RUSSELL SPLADE & MRS CAROL GAE SPLADE			1403344				0.07	%			165,167				1,238,177				0.07	%
MS ANNE MAREE FIELD			1403000				0.07	%			165,150				1,237,850				0.07	%
SAMEER PRASAD			1402940				0.07	%			165,147				1,237,793				0.07	%
OPTIONALL PTY LTD <CHRISTOPHER RUYS A/C>			1402453				0.07	%			165,123				1,237,330				0.07	%
LIVERPOOL ROAD INVESTMENTS PTY LTD <TONY HAVIG SUPER FUND A/C>			1402384				0.07	%			165,119				1,237,265				0.07	%
MR DARRYL MURRAY LOCK			1401962				0.07	%			165,098				1,236,864				0.07	%
X C LENT DEVELOPMENTS PTY LTD			1401876				0.07	%			165,094				1,236,782				0.07	%
MS VICKI BELL			1401429				0.07	%			165,071				1,236,358				0.07	%
LOCK ENTERPRISES PTY LTD			1400536				0.07	%			165,027				1,235,509				0.07	%
MR GEOFFREY MALCOLM TAYLOR <PARADIGM DEVELOP S/F A/C>			1400409				0.07	%			165,020				1,235,389				0.07	%
MR BILL JACKSON			1400322				0.07	%			165,016				1,235,306				0.07	%
MR MILTON DOUGLAS TAYLOR			1400075				0.07	%			165,004				1,235,071				0.07	%
MS ROBYN QUICK			1400044				0.07	%			165,002				1,235,042				0.07	%
CAPE ONE MASTER FUND II LP			1400000				0.07	%			165,000				1,235,000				0.07	%
PAUL RICHARD HILLS KAREN MAREE HILLS & DAMIAN PAUL HILLS ATF HILLS SUPERANNUATION FUND			1400000				0.07	%			165,000				1,235,000				0.07	%
EDWARD MORGAN & LINDA MORGAN <MORGAN SUPERANNUATION A/C>			1400000				0.07	%			165,000				1,235,000				0.07	%
SHERRIN PTY LTD <J & M LIVINGSTON SUPER A/C>			1377212				0.07	%			163,861				1,213,351				0.06	%
KING COSMOS INVESTMENTS LIMITED			1377096				0.07	%			163,855				1,213,241				0.06	%
DESGO PTY LTD <OLIVER SUPER FUND A/C>			1367858				0.07	%			163,393				1,204,465				0.06	%
MR MICHAEL SERGI & MRS ANTONETTE SERGI			1360676				0.07	%			163,034				1,197,642				0.06	%
MRS BONNIE JUNE GOODRICH & MRS MARNEY RENEE JEFFERIES <SEA CHANGE SUPER FUND A/C>			1327419				0.07	%			161,371				1,166,048				0.06	%
AVIWED PTY LTD <MELLERS FAMILY A/C>			1312128				0.07	%			160,606				1,151,522				0.06	%
MR. PETER HEARMAN & MRS PENELOPE HEARMAN <HEARMAN SUPERFUND A/C>			1294963				0.07	%			159,748				1,135,215				0.06	%
MR JAMES LAWRENSON & MRS ROSEMARIE LAWRENSON <J & R LAWRENSON S/F A/C>			1291017				0.07	%			159,551				1,131,466				0.06	%
MR DENNIS TREGONNING HARRIS & MRS KATHLEEN LORRAINE HARRIS			1267276				0.07	%			158,364				1,108,912				0.06	%
DYER FARMS PTY. LTD. <TOORONGA FARMS RET FUND A/C>			1262351				0.07	%			158,118				1,104,233				0.06	%
MR RAYMOND RAMANI <RAMANI SUPER FUND A/C>			1255308				0.07	%			157,765				1,097,543				0.06	%
G L B PTY LTD			1250728				0.07	%			157,536				1,093,192				0.06	%
MILLENNIUM PARTNERS (AUST) PTY LTD <SOUTH BRISBANE ACCOUNT>			1248137				0.07	%			157,407				1,090,730				0.06	%
CROSSLEY BUILDING SERVICES PTY LTD <CROSSLEY FAMILY A/C>			1245240				0.07	%			157,262				1,087,978				0.06	%
K&B, GOODRICH <SEA CHANGE SUPER FUND>			1238335				0.07	%			156,917				1,081,418				0.06	%
MR COSTANZO TACCONE & MRS ANGELA TACCONE			1230924				0.07	%			156,546				1,074,378				0.06	%
DESGO PTY LTD <OLIVER SUPER FUND A/C> LEVEL 1			1196191				0.06	%			154,810				1,041,381				0.06	%
GANT INVESTMENTS PTY LTD			1194428				0.06	%			154,721				1,039,707				0.06	%
POLLARD SUPERANNUATION PTY LTD <POLLARD SUPER FUND A/C>			1191312				0.06	%			154,566				1,036,746				0.06	%
HOWARD K&M CRANE HIRE PTY LTD < K&M HOWARD SUPER >			1186610				0.06	%			154,331				1,032,280				0.06	%
COORPAROO HEALTH AND BEAUTY PTY LIMITED <I & S YOUNG FAMILY A/C>			1177144				0.06	%			153,857				1,023,287				0.05	%
MR ROYAL CHARLES ROLLEY & MRS MAREE ELMA ROLLEY <ROMARAL SUPER FUND A/C>			1172265				0.06	%			153,613				1,018,652				0.05	%
MR RAYMOND RAMANI <RAMANI FAMILY SUPER FUND A/C>			1170204				0.06	%			153,510				1,016,694				0.05	%
SANDRA FAY, LOCK			1165980				0.06	%			153,299				1,012,681				0.05	%

 

  

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
EDWARD MORGAN & LINDA MORGAN <MORGAN SUPERANNUATION A/C>			1164413				0.06	%			153,221				1,011,192				0.05	%
MR ROBERT PRUYN			1158491				0.06	%			152,925				1,005,566				0.05	%
MRS LAINIE MAREE ADDINELL			1129768				0.06	%			151,488				978,280				0.05	%
MR IAN MATHIESON & MRS ANNA MATHIESON			1103572				0.06	%			150,179				953,393				0.05	%
IAN MURRAY & ELIZABETH ANN, HARDCASTLE <JIAH SUPER FUND>			1095644				0.06	%			149,782				945,862				0.05	%
MRS MERRYL ANDREE SHAND			1073572				0.06	%			148,679				924,893				0.05	%
MR TIMOTHY JAMES JARVIS & MS GERARDINE ANNE WALSH			1072169				0.06	%			148,608				923,561				0.05	%
MS BARBARA KENDRICK			1070877				0.06	%			148,544				922,333				0.05	%
BAGETON NOMINEES PTY LTD <KUCHARSKI FAMILY A/C>			1065400				0.06	%			148,270				917,130				0.05	%
MS THERESA IBBOTT UNIT 5			1061310				0.06	%			148,066				913,245				0.05	%
MR MARIO POLETTI & MRS GLENYS POLETTI			1061310				0.06	%			148,066				913,245				0.05	%
MRS RITA TACCONE & MR DOMENICO TACCONE			1055960				0.06	%			147,798				908,162				0.05	%
NORTHAM PARK PTY LTD <BCA HUDSON SUPER FUND A/C>			1052114				0.06	%			147,606				904,508				0.05	%
MR KEVIN VARDY <VARDY SUPER FUND A/C>			1049048				0.06	%			147,452				901,596				0.05	%
MR WILLIAM JOHN VALLENCE			1037370				0.06	%			146,869				890,502				0.05	%
MS JOANNA HOWE			1036786				0.06	%			146,839				889,947				0.05	%
MR GARY DAVID DOUGLAS			1032442				0.06	%			146,622				885,820				0.05	%
MS JOANNA HOWE & MS HAILEY HOWE & MS RIANNA PAGANO			1029779				0.05	%			146,489				883,290				0.05	%
NEIL JOHN BALL AND LYNDI ELIZABETH BALL <BALL FAMILY TRUST>			1022400				0.05	%			146,120				876,280				0.05	%
MR RICHARD HOWE & MR CHRIS SERTIC			1019159				0.05	%			145,958				873,201				0.05	%
MR SCOTT SPLADE & MRS CAROL SPLADE			1018000				0.05	%			145,900				872,100				0.05	%
MR EUGENE KATSOS			1017985				0.05	%			145,899				872,086				0.05	%
DAVID, NITSCHKE			1016651				0.05	%			145,833				870,818				0.05	%
MR ROBERT MARK PRUYN			1015539				0.05	%			145,777				869,762				0.05	%
MR GORDON JOSEPH MASLIN & MRS CHRISTINA MASLIN <FARMCOSTALOTA SUPER FUND A/C>			1015001				0.05	%			145,750				869,251				0.05	%
MR NICHOLAS MOLONEY & MRS LISA MOLONEY			1015000				0.05	%			145,750				869,250				0.05	%
MR TIMOTHY JOHN OLIVER			1014633				0.05	%			145,732				868,901				0.05	%
MR DOMENIC CACCAMO			1012916				0.05	%			145,646				867,270				0.05	%
MR SERGIO FORZA <FORZAS1 SUPERANNUATION A/C>			1011496				0.05	%			145,575				865,921				0.05	%
MRS FRANCES CACCAMO			1010627				0.05	%			145,531				865,096				0.05	%
MR MICHAEL JOSEPH MCCANN			1009810				0.05	%			145,491				864,320				0.05	%
SURREY PARK PTY LTD <SURREY PARK FAMILY A/C>			1008993				0.05	%			145,450				863,543				0.05	%
MR PETER DESMOND WILSON <THE WILSON CLAN FAMILY A/C>			1008261				0.05	%			145,413				862,848				0.05	%
MR GEOFFREY RONALD SULLIVAN & MRS PAMELA MARGARET SULLIVAN <THE SULLIVAN SUPER FUND A/C>			1006660				0.05	%			145,333				861,327				0.05	%
MR. PETER WILLIAM HEARMAN & MRS. PENELOPE JANE HEARMAN <HEARMAN SUPER FUND A/C>			1003728				0.05	%			145,186				858,542				0.05	%
MS KERRIE LOUISE GRAYSON			1003373				0.05	%			145,169				858,204				0.05	%
VAINGIRL NOMINEES PTY LTD <SUNDAY TRADING A/C>			1002862				0.05	%			145,143				857,719				0.05	%
A F H M PTY LTD			1002382				0.05	%			145,119				857,263				0.05	%
MS KERRY GRAYSON <KERRIE LOUISE GRAYSON A/C>			1001079				0.05	%			145,054				856,025				0.05	%
MR RAYMOND CRAWSHAW & MRS BRENDA CRAWSHAW			1000940				0.05	%			145,047				855,893				0.05	%

 

  

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
MS LESLEIGH DENISE WAGNER			1000793				0.05	%			145,040				855,753				0.05	%
MR PETER LEWIS			1000444				0.05	%			145,022				855,422				0.05	%
MR JAMES LAWRENSON & MRS ROSEMARIE LAWRENSON <LAWRENSON J&R SUPER FUND A/C>			1000409				0.05	%			145,020				855,389				0.05	%
CANDID ACTION PTY LTD			1000350				0.05	%			145,018				855,333				0.05	%
MR STEPHEN ROBERT BIDELEUX			1000291				0.05	%			145,015				855,276				0.05	%
MR BARRIE HUDSON & MRS CHRISTINE ANNE HUDSON			1000205				0.05	%			145,010				855,195				0.05	%
AFHM PTY LTD			1000043				0.05	%			145,002				855,041				0.05	%
MR KENNETH ALAN LABONE			1000032				0.05	%			145,002				855,030				0.05	%
JAMES GERALD DIGBY			1000000				0.05	%			145,000				855,000				0.05	%
NEXCAR PTY LTD <NEXCAR INVESTMENT AC>			1000000				0.05	%			145,000				855,000				0.05	%
TIMMATT PTY LTD <STUCKEY SUPERANNUATION FUND AC>			1000000				0.05	%			145,000				855,000				0.05	%
GOF NOMINEES PTY LIMITED			996163				0.05	%			144,808				851,355				0.05	%
MR RANDHIR VARMA & MRS LEIGH VARMA <VARMA SUPER FUND A/C>			985056				0.05	%			144,253				840,803				0.04	%
ROYAL CHARLES & MAREE ELMA, ROLLEY <ROMARAL SUPER FUND>			959872				0.05	%			142,994				816,878				0.04	%
PHILIP COLE			950000				0.05	%			142,500				807,500				0.04	%
MR JIM COMINO & MRS KAY MAREE COMINO			923813				0.05	%			141,191				782,622				0.04	%
IAN & DENISE FOSTER < FOSTER SUPER FUND>			908338				0.05	%			140,417				767,921				0.04	%
MR GRAHAM JOHN MILLS			907908				0.05	%			140,395				767,513				0.04	%
MR JOHN GEOFFREY ADNAMS & MRS ELIZABETH ANN ADNAMS <ADNAMS FAMILY S/FUND A/C>			886609				0.05	%			139,330				747,279				0.04	%
GERHARDUS JOHANNES & HILLARY, NEL < GEORGE NEL SUPER FUND>			878970				0.05	%			138,949				740,022				0.04	%
BARRY NORMAN,LAW			873248				0.05	%			138,662				734,586				0.04	%
DESMOND CHARLES BUSHELL			860822				0.05	%			138,041				722,781				0.04	%
MS LESLEY SMITHERS & MS CAROLYN WILLIAMS			851784				0.05	%			137,589				714,195				0.04	%
MR GORDON HERIOT <HERIOT A/C>			847696				0.05	%			137,385				710,311				0.04	%
MR NEIL ALLSOPP & MRS RHONDA ALLSOPP <NEIL & RHONDA ALLSOPP SF A/C>			833934				0.04	%			136,697				697,237				0.04	%
PETER,GOWAN <JUPEK P/L THE GOWAN SUPER FUND>			813047				0.04	%			135,652				677,395				0.04	%
MURRANJI PTY LTD			809812				0.04	%			135,491				674,321				0.04	%
MR JUSTIN NUICH			802325				0.04	%			135,116				667,209				0.04	%
BIG BOSS INVESTMENTS PTY LTD			792384				0.04	%			134,619				657,765				0.04	%
TORWOOD GENERAL CLEANING SERVICES PTY LTD <EXECUTIVE SUPER FUND A/C>			774287				0.04	%			133,714				640,573				0.03	%
ELIZABETH ANN, HARDCASTLE			770803				0.04	%			133,540				637,263				0.03	%
GLEN & JUDY , JOYCE			769957				0.04	%			133,498				636,459				0.03	%
MR GREGORY HULBERT			766333				0.04	%			133,317				633,016				0.03	%
MR WAYNE MCKELLAR			765052				0.04	%			133,253				631,799				0.03	%
MR BENJAMIN WILKIE			764192				0.04	%			133,210				630,982				0.03	%
MR LACHLAN AARON BELL			763333				0.04	%			133,167				630,166				0.03	%
LESLEY MARGARET & JOHN ARNOLD,FROST MAGGIEARNOLD SUPER FUND C/-SUPERFUND ADMIN P/L			759181				0.04	%			132,959				626,222				0.03	%
MR THOMAS ERNEST HORGAN			746822				0.04	%			132,341				614,481				0.03	%

 

  

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
MS SUZANNE MURPHY			743145				0.04	%			132,157				610,988				0.03	%
SEAMUS,MARTIN SHAYJO CUSTODIAN P/L			741040				0.04	%			132,052				608,988				0.03	%
MR GRAHAM WORN & MS GLORIA HARTNEY <GLORIA HARTNEY S/FUND A/C>			740707				0.04	%			132,035				608,672				0.03	%
MR THOMAS ERNEST HORGAN & MRS ANNE THERESE HORGAN <HORGAN FAMILY S/F A/C>			735786				0.04	%			131,789				603,997				0.03	%
MR LEIGH STAFFORD <PRECISION GREENFIELDS S/F AC>			726984				0.04	%			131,349				595,635				0.03	%
MISS KATHRYN JEAN GAMBELL			709004				0.04	%			130,450				578,554				0.03	%
MS JOANNE NICOLE HANSEN <J HANSEN FAMILY A/C>			694288				0.04	%			129,714				564,574				0.03	%
COORPAROO HEALTH & BEAUTY PTY LTD < 1& S YOUNG FAMILY TRUST >			692990				0.04	%			129,650				563,341				0.03	%
BENJAMIN DAVID, WILKIE			692990				0.04	%			129,650				563,341				0.03	%
DOYNTON HOLDINGS PTY LTD <THE THINK BIG A/C>			682500				0.04	%			129,125				553,375				0.03	%
PHYLLIS JEAN, BILSTON			680039				0.04	%			129,002				551,037				0.03	%
MR JOHN OWEN PUGSLEY & MRS SUSAN ELIZABETH PUGSLEY <PUGSLEY SUPER FUND A/C>			659139				0.04	%			127,957				531,182				0.03	%
MS LYNETTE MARIA GOYEN			656988				0.04	%			127,849				529,139				0.03	%
MR GREGORY JOHN LOCK			655535				0.04	%			127,777				527,758				0.03	%
MRS DOROTHY JEAN ELLIS			647594				0.03	%			127,380				520,214				0.03	%
ELIRYEM PTY LTD			645732				0.03	%			127,287				518,445				0.03	%
JIM & KAY MAREE, COMINO			644647				0.03	%			127,232				517,415				0.03	%
RAYMOND E, NEILSEN			644647				0.03	%			127,232				517,415				0.03	%
CHELLEMA INVESTMENT CO PTY LTD <TRADING A/C>			631814				0.03	%			126,591				505,223				0.03	%
DANSAN (AUST) PTY LTD <D FAM & ELLON NOMS P/L A/C>			620715				0.03	%			126,036				494,679				0.03	%
MR ROSS LEONARD SOLOMON			617540				0.03	%			125,877				491,663				0.03	%
SHARON MAREE, GATTY			617402				0.03	%			125,870				491,532				0.03	%
MR DONALD HENRY SWAIN & MRS JOCELYN JEAN SWAIN <SWAIN FAMILY PENSION A/C>			613000				0.03	%			125,650				487,350				0.03	%
MR DAVID BRUCE VIDLER & MRS LISA MAREE VIDLER <SUPERFUND A/C>			611300				0.03	%			125,565				485,735				0.03	%
MR LAURANCE ANTHONY SIDARI			611198				0.03	%			125,560				485,638				0.03	%
MRS KARIN HUNTER			610220				0.03	%			125,511				484,709				0.03	%
DR. FRANK JORDON			605000				0.03	%			125,250				479,750				0.03	%
LARRY SWIFT			605000				0.03	%			125,250				479,750				0.03	%
POLLARD SUPERANNUATION PTY LTD < POLLARD SUPER FUND> LANCE POLLARD			603464				0.03	%			125,173				478,291				0.03	%
MR MICHAEL DALZOTTO			601304				0.03	%			125,065				476,239				0.03	%
MR JOE ARDITA & MRS TINA ARDITA			599916				0.03	%			124,996				474,920				0.03	%
MR MICHAEL JOHN BOWNE			596001				0.03	%			124,800				471,201				0.03	%
MR BRETT ANDREW HANSEN & MRS JENNIFER LOUISE HANSEN <GREENPEAS SUPER FUND A/C>			594921				0.03	%			124,746				470,175				0.03	%
MR PETER J DUNN AND MS HAYLEY A DUNN <P J DUNN SUPERFUND NO2 A/C>			589679				0.03	%			124,484				465,195				0.02	%
CLIFTON KEITH & GLENNIS ANN CRANE < THE CRANE FAMILY SUPER FUND>			585980				0.03	%			124,299				461,681				0.02	%
CORNERSTONE VENTURES PTY LTD			585464				0.03	%			124,273				461,191				0.02	%
MR CLIFTON KEITH CRANE & MRS GLENNIS ANN CRANE <THE CRANE FAMILY S/F A/C>			573536				0.03	%			123,677				449,859				0.02	%
MR TODD SESSIONS			568164				0.03	%			123,408				444,756				0.02	%
MR ANTHONY DEAN LAZENBY			566764				0.03	%			123,338				443,426				0.02	%
P & K TAYLOR SUPERANNUATION FUND PTY LTD			558846				0.03	%			122,942				435,904				0.02	%
MRS CHRISTINE FRANCES CAIN			557396				0.03	%			122,870				434,526				0.02	%
MR TIMOTHY ROSS CROOKS			554497				0.03	%			122,725				431,772				0.02	%

 

  

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
MS CARLA PIA MARIA CROOKS			554497				0.03	%			122,725				431,772				0.02	%
MS TRUDY PIA MARIA CROOKS			554497				0.03	%			122,725				431,772				0.02	%
NICHOLA, JAMES-WALLACE			553820				0.03	%			122,691				431,129				0.02	%
OWEN J & LYNITA A, STEINHARDT			553820				0.03	%			122,691				431,129				0.02	%
WILLIAM ROY & DAWN, JACKSON			553820				0.03	%			122,691				431,129				0.02	%
R L SOLOMON PTY LTD <ROSS SOLOMON SUPER FUND A/C>			551500				0.03	%			122,575				428,925				0.02	%
E & C GEORGIOU NUM PTY LTD <THE EMILIOUS GEORGIOU A/C>			550000				0.03	%			122,500				427,500				0.02	%
LINIAN INVESTMENTS PTY LTD <FERNTOR HOLDINGS ACCOUNT>			548926				0.03	%			122,446				426,480				0.02	%
MR JOHN KINGSLEY RAUTENBACH & MRS SHARON RAUTENBACH <J RAUTENBACH SUPER FUND A/C>			548500				0.03	%			122,425				426,075				0.02	%
KENOBI HOLDINGS PTY LTD <KENOBI SUPER A/C>			543366				0.03	%			122,168				421,198				0.02	%
MR VINCENT HUGH HORSBURGH & MRS SHERYLL MARY HORSBURGH <HORSBURGH FAMILY S/FUND A/C>			540300				0.03	%			122,015				418,285				0.02	%
S C ASCENDANT PTY LTD <ASCENDANT P/L A/C>			539197				0.03	%			121,960				417,237				0.02	%
STEPHEN P & DOUGLAS DILON, WHAREKAWA			531846				0.03	%			121,592				410,254				0.02	%
PETER JAMES & HALEY A , DUNN < PJ SUPER FUND NO2>			525986				0.03	%			121,299				404,687				0.02	%
COMSERVE MANAGEMENT LIMITED <GREENFIELD A/C>			518392				0.03	%			120,920				397,472				0.02	%
DURAND HOLDINGS PTY LTD <DURAND INVESTMENT A/C>			514137				0.03	%			120,707				393,430				0.02	%
EDDIE & KATIE , ZODINS < ZODINS SUPER FUND>			509227				0.03	%			120,461				388,766				0.02	%
CLIMAX HOLDINGS PTY LIMITED <THE ROY FAMILY A/C>			508475				0.03	%			120,424				388,051				0.02	%
PRAKLARK PTY LTD			502284				0.03	%			120,114				382,170				0.02	%
BALL SUPERANNUATION FUND PTY LTD <BALL SUPERAUNNUATION FUND>			500000				0.03	%			120,000				380,000				0.02	%
MR DANNY PATRICK HEAL			500000				0.03	%			120,000				380,000				0.02	%
MR IAN LEACH			499164				0.03	%			119,958				379,206				0.02	%
MRS JANICE MARY MYERSCOUGH			498096				0.03	%			119,905				378,191				0.02	%
SELECTED SMASH REPAIRS PTY LTD			498096				0.03	%			119,905				378,191				0.02	%
CAMPBELL MARKETING PTY LTD <THE JOHN CAMPBELL S/F A/C>			497101				0.03	%			119,855				377,246				0.02	%
MR IAN FOSTER & MRS DENISE FOSTER <FOSTER SUPER FUND - PAC A/C>			492528				0.03	%			119,626				372,902				0.02	%
FROSTI SUPER PTY LTD <MAGGIEARNOLD SUPER FUND>			491713				0.03	%			119,586				372,127				0.02	%
VALIANT INVESTMENTS PTY LTD			490659				0.03	%			119,533				371,126				0.02	%
PACHIRA AQUATICA PTY LTD <PACHIRA AQUATICA FAMILY A/C>			490477				0.03	%			119,524				370,953				0.02	%
GIANNI MASON			490125				0.03	%			119,506				370,619				0.02	%
CAMPBELL MARKETING P/L < THE JOHN CAMPBELL SUPER FUND>			487897				0.03	%			119,395				368,502				0.02	%
GEOFFREY M, TAYLOR < PARADIGM DEVELOPMENTS SUPER FUND>			487897				0.03	%			119,395				368,502				0.02	%
MR TERRENCE GERARD CARROLL & MRS SHARON THERESE CARROLL <T & S CARROLL SUPER FUND A/C>			486667				0.03	%			119,333				367,334				0.02	%
MS MELINDA HARRISON			485300				0.03	%			119,265				366,035				0.02	%
DAMIEN,PUGH <SYNOPTIC SUPER FUND>			481846				0.03	%			119,092				362,754				0.02	%
HEARTBEAT COMMUNICATIONS PTY LTD <HEARTBEAT COMM S/FUND A/C>			481748				0.03	%			119,087				362,661				0.02	%
LESLEY & CAROLYN WILLIAMS, SMITHERS			480994				0.03	%			119,050				361,944				0.02	%
MR ARTHUR KOULOURIS			477468				0.03	%			118,873				358,595				0.02	%
MR MARK JOHN WHITTAKER & MRS PAMELA JAYNE WHITTAKER <THE FREEDOM SUPER FUND A/C>			477066				0.03	%			118,853				358,213				0.02	%
MR STEPHEN BURNS & MRS ROSALIND BURNS			476637				0.03	%			118,832				357,805				0.02	%

 

  

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
BARRIE & ELIZABETH, HUGHES			474967				0.03	%			118,748				356,219				0.02	%
ROBYN,QUICK			471950				0.03	%			118,598				353,353				0.02	%
MR JULIAN KIRZNER <KIRZNER FAMILY A/C>			470068				0.03	%			118,503				351,565				0.02	%
ROYALL INVESTMENTS PTY LTD <ROYALL SUPER FUND A/C>			468974				0.03	%			118,449				350,525				0.02	%
JASON B & DONALD R , PFITZNER <PFITZNER WANGARA SUPER FUND>			465923				0.02	%			118,296				347,627				0.02	%
GLENN RAYMOND JOYCE & JUDITH THERESE JOY < JOYBELL NOMINEES SUPER FUND>			465923				0.02	%			118,296				347,627				0.02	%
KYLIE, KOUVELAS			465923				0.02	%			118,296				347,627				0.02	%
PETER MELVILLE & ELIZABETH MARY , KING			465923				0.02	%			118,296				347,627				0.02	%
RON ANTHONY, ANTHONY <ANTHONY FAMILY SUPER FUND>			465923				0.02	%			118,296				347,627				0.02	%
MR JOHN ADNAMS & MRS ELIZABETH ADNAMS <ADNAMS SUPER FUND A/C>			465043				0.02	%			118,252				346,791				0.02	%
NEWQUAY INVESTMENTS PTY LTD <MICHAEL KEATING FAMILY A/C>			461310				0.02	%			118,066				343,245				0.02	%
MR JASON PFITZNER & DONALD PFITZNER <PFITZNER WANGARA S/F A/C>			461310				0.02	%			118,066				343,245				0.02	%
MR EMILIOUS GEORGIOU <GEORGIOU SUPER FUND A/C>			460000				0.02	%			118,000				342,000				0.02	%
MRS MAROL KELLY			460000				0.02	%			118,000				342,000				0.02	%
KAMBELL PTY LTD <GRANT FAMILY A/C>			458429				0.02	%			117,921				340,508				0.02	%
MS GLORIA HARTNEY <GLORIA HARTNEY S/F A/C>			452114				0.02	%			117,606				334,508				0.02	%
R A B INVESTMENTS PTY LTD			449048				0.02	%			117,452				331,596				0.02	%
MR AARON ANDREW BLISS			444143				0.02	%			117,207				326,936				0.02	%
MR WILLIAM ELIOU			444143				0.02	%			117,207				326,936				0.02	%
RODERICK IAN & SANDRA ELIZABETH DONALD			443949				0.02	%			117,197				326,752				0.02	%
MRS BONNIE JUNE GOODRICH & MRS MARNEY RENEE JEFFERIES <SEA CHANGE SUPER FUND A/C>			442473				0.02	%			117,124				325,349				0.02	%
MR DAVID WARD <WARD SUPER FUND A/C>			439616				0.02	%			116,981				322,635				0.02	%
MR GRANT JOSEPH TENNI <THE EVOLUTION UNIT A/C>			439137				0.02	%			116,957				322,180				0.02	%
RAY NEILSEN SUPER PTY LTD <NEILSEN GRAVEL GROUP S/F A/C>			438418				0.02	%			116,921				321,497				0.02	%
MS SARAH FRANCES OAKES			436792				0.02	%			116,840				319,952				0.02	%
MR STEVE BURNS <BURNS SUPER FUND A/C>			436786				0.02	%			116,839				319,947				0.02	%
BRETT & KATRINA, DURDIN			436624				0.02	%			116,831				319,793				0.02	%
MR JASON B PFITZNER & MR DONALD B PFITZNER <PFITZNER WANGARA S/FUND A/C>			435464				0.02	%			116,773				318,691				0.02	%
GEOFF & LEE , WHITTOME <THE COLUMBUS PENSION SUPER FUND>			435159				0.02	%			116,758				318,401				0.02	%
MR GREGORY VINCENT HARVEY			435035				0.02	%			116,752				318,283				0.02	%
MR PAUL ALEXANDER HOOGENRAAD & MRS RUTH MILLICENT HOOGENRAAD			434420				0.02	%			116,721				317,699				0.02	%
MR SCOTT PRENDERGAST			434200				0.02	%			116,710				317,490				0.02	%
CRAIG & TRACY, WALPOLE < THE TRINITY SUPER FUND>			430764				0.02	%			116,538				314,226				0.02	%
MS NICHOLA JAMES-WALLACE			430764				0.02	%			116,538				314,226				0.02	%
ALEXANDRA KATE,WOOD			429299				0.02	%			116,465				312,834				0.02	%
PRECISION GREENFIELDS PTY LTD			429188				0.02	%			116,459				312,729				0.02	%
MR GEOFF WHITTOME & MRS LEONIE WHITTOME <THE COLUMBUS SUPER FUND A/C>			428856				0.02	%			116,443				312,413				0.02	%
MRS REBECCA LOUISE STEPHAN			428244				0.02	%			116,412				311,832				0.02	%
MARTIN CONRAD			428001				0.02	%			116,400				311,601				0.02	%
MRS BRONWYN EDWARDS			427304				0.02	%			116,365				310,939				0.02	%

 

  

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
MR GORDON HERIOT			426980				0.02	%			116,349				310,631				0.02	%
MR STEPHEN BURNS & MRS ROSALIND BURNS <BURNS FAMILY SUPER FUND A/C>			424524				0.02	%			116,226				308,298				0.02	%
MCCANN SMSF PTY LTD <MCCANN SUPER FUND A/C>			424524				0.02	%			116,226				308,298				0.02	%
MR KEVIN RILEY <RILEY SUPER FUND A/C>			424524				0.02	%			116,226				308,298				0.02	%
BJ & BL GANT PTY LTD <SUPERANNUATION FUND A/C>			423707				0.02	%			116,185				307,522				0.02	%
MRS RACHEL JOYCE & MS CARLY JOYCE <THE JOYBELL NOMINEES S/F A/C>			421429				0.02	%			116,071				305,358				0.02	%
KAMBELL PTY LTD			420968				0.02	%			116,048				304,920				0.02	%
MS LINDA LEE KACHEL			420823				0.02	%			116,041				304,782				0.02	%
GEOFFREY RONALD & PAMELA M, SULLIVAN			420509				0.02	%			116,025				304,484				0.02	%
MR PETER RYAN GILMOUR			420000				0.02	%			116,000				304,000				0.02	%
MR DAVID WILLIAM VAN ROOYEN & MRS TONI VAN ROOYEN			419929				0.02	%			115,996				303,933				0.02	%
FIRST EQUITY CAPITAL PTY LTD <FIRST EQUITY FINANCE FND A/C>			419774				0.02	%			115,989				303,785				0.02	%
MR DOUGLAS DILLON & MR STEPHEN WHAREKAWA			419565				0.02	%			115,978				303,587				0.02	%
AVIWED PTY LTD			419048				0.02	%			115,952				303,096				0.02	%
MR GREG LOCK			418393				0.02	%			115,920				302,473				0.02	%
MS GLORIA MARGARET HARTNEY			418291				0.02	%			115,915				302,376				0.02	%
KENOBI HOLDINGS PTY LTD <THE CASPERO UNIT A/C>			417604				0.02	%			115,880				301,724				0.02	%
MR PETER LEWIS <LEWIS SUPER FUND A/C>			417449				0.02	%			115,872				301,577				0.02	%
MR VINCENT HUGH HORSBURGH			416639				0.02	%			115,832				300,807				0.02	%
MR DAVE WARD <WARD FAMILY SUPER FUND A/C>			415328				0.02	%			115,766				299,562				0.02	%
FROSTI SUPER PTY LTD <MAGGIEARNOLD SUPER FUND>			415024				0.02	%			115,751				299,273				0.02	%
GEOFF FRENCH & JACQUELINE GIBSON <LIFE ENRICH ENTER S/F A/C>			415000				0.02	%			115,750				299,250				0.02	%
MR BILL JACKSON & MRS DAWN JACKSON			414868				0.02	%			115,743				299,125				0.02	%
MS MIRIAM NERVO			414812				0.02	%			115,741				299,071				0.02	%
ANNETTE, BUDARICK < THE BUDARICK FAMILY A/C >			414650				0.02	%			115,733				298,918				0.02	%
GEOFFREY LEWIS & CAROLYN JOAN,GODLEY <GI & CJ GODLEY SUPERFUND>			414650				0.02	%			115,733				298,918				0.02	%
ERIC JAMES & HEATHER JOY& LISA R,FREW			414650				0.02	%			115,733				298,918				0.02	%
MR. DAVID JOHN KADEN & MRS. CYNTHIA JOY KADEN			414650				0.02	%			115,733				298,918				0.02	%
KERRY LYNETTE,GREENOP			414650				0.02	%			115,733				298,918				0.02	%
MRS RACHEL NICOLE JOYCE & MS CARLY MAREE JOYCE <JOYBELL NOMINEES S/F A/C>			413606				0.02	%			115,680				297,926				0.02	%
ANTHONY & ABIGAIL, KOOY < A&A KOOY SUPER FUND>			413352				0.02	%			115,668				297,684				0.02	%
MR KEITH VUICHOUD <K VUICHOUD PENSION FUND A/C>			412857				0.02	%			115,643				297,214				0.02	%
MR LAKSHMAN PRASAD			412192				0.02	%			115,610				296,582				0.02	%
MR ANDREW VINCENT SMART			411100				0.02	%			115,555				295,545				0.02	%
MR ROSS NOEL ULLMAN & MRS SUZANNE ULLMAN <THE NAMLLU SUPER FUND A/C>			411036				0.02	%			115,552				295,484				0.02	%
MR KEVIN RILEY			410730				0.02	%			115,537				295,194				0.02	%
D CHIARAVALLE & E CHIARAVALLE <TUSCANY SUPER FUND A/C>			409375				0.02	%			115,469				293,906				0.02	%
MR DAVID JOHN KADEN & MRS CYNTHIA JOY KADEN			409253				0.02	%			115,463				293,790				0.02	%
GRAHAM, WARDEN < THE WARDEN SUPER FUND>			408790				0.02	%			115,440				293,351				0.02	%
MS MARGARET MARY CAMENS			408539				0.02	%			115,427				293,112				0.02	%

 

  

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
MS RAELENE DEBRA HAMILTON			408175				0.02	%			115,409				292,766				0.02	%
MS MUJI RETNA MUNAWATI			407603				0.02	%			115,380				292,223				0.02	%
LINDA-LEE, KACHEL			407325				0.02	%			115,366				291,959				0.02	%
MARCEL & URSULA, KOCH < KOCH SUPER FUND>			407325				0.02	%			115,366				291,959				0.02	%
PAUL & RUGH , HOOGENRAAD			407325				0.02	%			115,366				291,959				0.02	%
ANTHONY LLOYD, VAN COOTEN			407325				0.02	%			115,366				291,959				0.02	%
MR NOEL ARTHUR YOUNG & MRS ESTELLE MERLE YOUNG			407148				0.02	%			115,357				291,791				0.02	%
WILLIAM JOHN, VALLENCE			406931				0.02	%			115,347				291,584				0.02	%
MR ROSS ULLMAN & MRS SUZANNE ULLMAN <THE NAMLLU SUPER FUND A/C>			406898				0.02	%			115,345				291,553				0.02	%
MRS CAMILLA PRENDERGAST			406868				0.02	%			115,343				291,525				0.02	%
DR CAROLYN WILLIAMS			406603				0.02	%			115,330				291,273				0.02	%
JENNIFER, SHEHADEH			406581				0.02	%			115,329				291,252				0.02	%
MS LESLEY ANNE SMITHERS			406515				0.02	%			115,326				291,189				0.02	%
MS DIANNA ZIVANOVIC			406357				0.02	%			115,318				291,039				0.02	%
MR LEN MACLEAN			406237				0.02	%			115,312				290,925				0.02	%
MR TERRY HARRINGTON & MS JULIE THOMAS			405933				0.02	%			115,297				290,636				0.02	%
MR WILLIAM ROY JACKSON			405758				0.02	%			115,288				290,470				0.02	%
MRS VERA SMOLONOGOV			405518				0.02	%			115,276				290,242				0.02	%
MR PAUL HOOGENRAAD & MRS RUTH HOOGENRAAD			405394				0.02	%			115,270				290,124				0.02	%
MR JAKE EMMERSON			404904				0.02	%			115,245				289,659				0.02	%
MS SHANULISA PRASAD			404628				0.02	%			115,231				289,397				0.02	%
MR IAN STEWART VAN DER WERFF & MS LINDA ELIZABETH LAYTON VAN DER WERF <LINIAN SUPER FUND A/C>			404088				0.02	%			115,204				288,884				0.02	%
MR RAYMOND THOMAS CHENSEE			403984				0.02	%			115,199				288,785				0.02	%
MR GEORGE EDGAR BLAIR-WEST & MRS MARJORIE RAY BLAIR-WEST <BLAIR-WEST MED PENS FUND A/C>			403983				0.02	%			115,199				288,784				0.02	%
MR JOHN FEDERICO			403697				0.02	%			115,185				288,512				0.02	%
MR GREG MCADAM & MRS JENNIFER MCADAM <GREG AND JEN'S SMSF A/C>			403679				0.02	%			115,184				288,495				0.02	%
MR SEAMUS FRANCIS MARTIN & MRS JOAQUINA THERESE MARTIN			403328				0.02	%			115,166				288,162				0.02	%
MR DOUGLAS R DILLON			403306				0.02	%			115,165				288,141				0.02	%
MR CRAIG WALPOLE & MRS TRACY WALPOLE <THE TRINITY SUPER FUND A/C>			403306				0.02	%			115,165				288,141				0.02	%
MR STEPHEN P WHAREKAWA			403305				0.02	%			115,165				288,140				0.02	%
TREKDALE PTY LTD			403086				0.02	%			115,154				287,932				0.02	%
MR JOHN FLYNN & MS MICHELLE CURRAN			403000				0.02	%			115,150				287,850				0.02	%
MR ANTHONY BADGER <A BADGER & L KACHEL S/F A/C>			402967				0.02	%			115,148				287,819				0.02	%
MR JOHN EDWARD HARTNEY & MRS ALDONA OLGA HARTNEY			402752				0.02	%			115,138				287,614				0.02	%
MR PETER ALBERT DOUGLAS GRIEVE & MRS EVELYN JOY GRIEVE			402457				0.02	%			115,123				287,334				0.02	%
MR LENNOX MACLEAN & MR MILTON FRITH & MR RICHARD PATRICK BUNGEY			402453				0.02	%			115,123				287,330				0.02	%
MR EDDIE ZODINS & MRS KATIE ZODINS <ZODINS SUPER FUND A/C>			402442				0.02	%			115,122				287,320				0.02	%
MR ANTHONY LLOYD VAN COOTEN			402356				0.02	%			115,118				287,238				0.02	%

 

 

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
MR KENNETH BASIL TYSON & MRS CHRISTINE MICHELLE TYSON			402223				0.02	%			115,111				287,112				0.02	%
MR LEIGH STAFFORD <STAFFORD INVESTMENT A/C>			402121				0.02	%			115,106				287,015				0.02	%
R & J PTY LTD <RAMANI FAMILY A/C>			402010				0.02	%			115,101				286,910				0.02	%
MS JULIE DIANE THOMAS			401962				0.02	%			115,098				286,864				0.02	%
MR JOHN TOIGO & MRS FIONA TOIGO <TOIGO SUPER FUND A/C>			401962				0.02	%			115,098				286,864				0.02	%
ROBERT MALCOM, WILKIE			401954				0.02	%			115,098				286,856				0.02	%
MR GLEN JOYCE & MRS JUDY JOYCE			401946				0.02	%			115,097				286,849				0.02	%
MR ROGER THOMAS GOLDING			401890				0.02	%			115,095				286,796				0.02	%
NONNENMACHER ENTERPRISES PTY LTD <NONNENMACHER S/F A/C>			401750				0.02	%			115,088				286,663				0.02	%
MR GEOFFREY MALCOLM TAYLOR & MRS SUZANNE JENNIFER TAYLOR & MR MILTON DOUGLAS TAYLOR <PARADIGM DEVELOPMENTS SF			401653				0.02	%			115,083				286,570				0.02	%
MR TERRY JAMES HARRINGTON & MS JULIE DIANE THOMAS			401500				0.02	%			115,075				286,425				0.02	%
MR LUKE DOMINIC PAUL HOLLAND			401276				0.02	%			115,064				286,212				0.02	%
MR TERRY JAMES HARRINGTON			401200				0.02	%			115,060				286,140				0.02	%
MR GEOFFREY RONALD SULLIVAN & MRS PAMELA SULLIVAN			401200				0.02	%			115,060				286,140				0.02	%
MR KEITH ARNOLD VUICHOUD & MRS JOANNE VUICHOUD <KEITH VUICHOUD PENS FUND A/C>			401072				0.02	%			115,054				286,018				0.02	%
MR DONALD BRUCE PFITZNER & MRS GLORIA JOY PFITZNER <PFITZNER WANGARA S/FUND A/C>			401063				0.02	%			115,053				286,010				0.02	%
MR RUSSELL JOHN WILKIE			400832				0.02	%			115,042				285,790				0.02	%
MR WILLIAM JACKSON <TREKDALE PTY LTD A/C>			400767				0.02	%			115,038				285,729				0.02	%
MR JASON B PFITZNER & MR DONALD R PFITZNER <PFITZNER WANGARA S/F A/C>			400767				0.02	%			115,038				285,729				0.02	%
MR BRIAN PRICE & MRS CHRISTINE PRICE			400767				0.02	%			115,038				285,729				0.02	%
MR ANDREW LEONARD SMITHERS			400736				0.02	%			115,037				285,699				0.02	%
MR GEOFF WHITTOME & MRS LEE WHITTOME <THE COLUMBUS SUPER P/F A/C>			400735				0.02	%			115,037				285,698				0.02	%
MRS EVELYN GRIEVE			400731				0.02	%			115,037				285,694				0.02	%
MR KEVIN FRANCIS WOOD			400536				0.02	%			115,027				285,509				0.02	%
MR PATRICK LOQUANCIO			400525				0.02	%			115,026				285,499				0.02	%
MR KENNETH TYSON & MRS CHRISTINE TYSON			400428				0.02	%			115,021				285,407				0.02	%
MR OWEN J STEINHARDT & MRS LYNITA A STEINHARDT			400427				0.02	%			115,021				285,406				0.02	%
MR JAMES ALEXANDER GRANT <AWARD SAVER A/C>			400200				0.02	%			115,010				285,190				0.02	%
MR ERIC LLOYD VAN COOTEN & MRS ENID CLARA VAN COOTEN			400092				0.02	%			115,005				285,087				0.02	%
MR RODNEY MALCOLM BLACK			400043				0.02	%			115,002				285,041				0.02	%
MS HEATHER J FREW & MS LISA R TURNER			400043				0.02	%			115,002				285,041				0.02	%
MS KYLIE KOUVELAS			400043				0.02	%			115,002				285,041				0.02	%
MR KEITH ARNOLD VUICHOLD			400043				0.02	%			115,002				285,041				0.02	%
MR BRETT DURDIN			400036				0.02	%			115,002				285,034				0.02	%
ELLIS E. SMITH			400000				0.02	%			115,000				285,000				0.02	%
MR DOMINIC CHIARAVALLE & MRS EVA CHIARAVALLE <TUSCANY SUPER FUND A/C>			400000				0.02	%			115,000				285,000				0.02	%
MR GLENN ROBERT & MRS JOANNA LUETCHFORD PRENDERGAST			400000				0.02	%			115,000				285,000				0.02	%
MR DARREN STEVEN HUTCHINSON <DS HUTCHINSON SUPER A/C>			400000				0.02	%			115,000				285,000				0.02	%
MR CHARLES JONES			400000				0.02	%			115,000				285,000				0.02	%
MR CHARLES ANTHONY JONES & MRS BELINDA MAREE JONES			400000				0.02	%			115,000				285,000				0.02	%

 

  

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
MR GLENN RAYMOND JOYCE & MRS JUDITH THERESE JOYCE <THE JOYBELL NOMINEES S/F A/C>			400000				0.02	%			115,000				285,000				0.02	%
MRS TARA LEANNE & MR PAUL JOSEPH VAN WINCKEL			400000				0.02	%			115,000				285,000				0.02	%
GRAEME LEIGH, SMITH <GI SMITH SUPER FUND>			400000				0.02	%			115,000				285,000				0.02	%
VAINGIRL NOMINEES PTY LTD <SUNDAY TRADING A/C>			400000				0.02	%			115,000				285,000				0.02	%
LESLEY MARGARET & JOHN ARNOLD, FROST MAGGIEARNOLD SUPER FUND C/-SUPERFUND ADMIN P/L			400000				0.02	%			115,000				285,000				0.02	%
MARY, WALTERS			400000				0.02	%			115,000				285,000				0.02	%
DAVID M. PIOTROWSKI AND LEXY A. PIOTROWSKI, JTWROS			400000				0.02	%			115,000				285,000				0.02	%
R & H NOMINEES PTY LTD <SUPERANUATION FUND> C/-HANSENS ACCOUNTANTS PTY LTD			400000				0.02	%			115,000				285,000				0.02	%
MR JOHN ROAYLL			400000				0.02	%			115,000				285,000				0.02	%
MR ROBERT CHARLES WALTERS & MRS MARY ANN WALTERS			400000				0.02	%			115,000				285,000				0.02	%
MR BENEDICT CARL WILLIAM HOLLAND			400000				0.02	%			115,000				285,000				0.02	%
MISS KARA LIVINGSTON			396192				0.02	%			114,810				281,382				0.02	%
LMC SUPERANNUATION PTY LTD <LM CLOSTER SUPER FUND A/C>			384944				0.02	%			114,247				270,697				0.01	%
CAPE BEACH PTY LIMITED			382572				0.02	%			114,129				268,443				0.01	%
WENDON HOLDINGS PTY LTD <WENDON FAMILY PROPERTY A/C>			381214				0.02	%			114,061				267,153				0.01	%
ERSTEIN PTY LIMITED <HARTLAND SUPER FUND A/C>			377356				0.02	%			113,868				263,488				0.01	%
MR JAMES GARRY MILLS & MRS JEANETTE PATRICIA MILLS			374524				0.02	%			113,726				260,798				0.01	%
BRIAN & SUSAN, GARNETT < THE BF & SK GARNETT FAMILY TRUST>			369957				0.02	%			113,498				256,459				0.01	%
MR CHRISTOPHER RALPH GILMOUR			360000				0.02	%			113,000				247,000				0.01	%
MR KEVIN JOHN HOWARD			358048				0.02	%			112,902				245,146				0.01	%
NOEL ARTHER & ESTELLE MERLE, YOUNG			347570				0.02	%			112,379				235,192				0.01	%
MR PETER BILSTON			337289				0.02	%			111,864				225,425				0.01	%
MR DOMINIC CHIARAVALLE & MRS EVA CHIARAVALLE <TUSCANY SUPER FUND A/C>			330000				0.02	%			111,500				218,500				0.01	%
PIESSE INVESTMENTS PTY LTD <THE PIESSE SUPER FUND A/C>			328950				0.02	%			111,448				217,503				0.01	%
MR THOMAS ASHCROFT & MRS JULIA PATRICIA ASHCROFT <ASHCROFT SUPER FUND A/C>			327416				0.02	%			111,371				216,045				0.01	%
MR GERRIT HORCHNER			326272				0.02	%			111,314				214,958				0.01	%
MR JUSTIN BLUMFIELD			310944				0.02	%			110,547				200,397				0.01	%
MS LOUISE CHRISTINE GILMOUR			305000				0.02	%			110,250				194,750				0.01	%
MR ALAN GILLESPIE			304905				0.02	%			110,245				194,660				0.01	%
MR ALAN MCEWAN GILLESPIE			303270				0.02	%			110,164				193,107				0.01	%
MRS DENISE MONICA FOSTER			298864				0.02	%			109,943				188,921				0.01	%
MS MARY-JANE MOLONEY			298096				0.02	%			109,905				188,191				0.01	%
MR BENEDICT CARL WILLIAM HOLLAND			294620				0.02	%			109,731				184,889				0.01	%
N & R ALLSOPP PTY LTD <ALLSOPP FAMILY A/C>			294286				0.02	%			109,714				184,572				0.01	%
CITICORP NOMINEES PTY LIMITED			283752				0.02	%			109,188				174,564				0.01	%
UNION TRUST LAW SL <BEACH HAVEN ACCOUNT NO 2>			283500				0.02	%			109,175				174,325				0.01	%
DAVCO CONSTRUCTIONS PTY LTD			278480				0.01	%			108,924				169,556				0.01	%
MR MICHAEL ZAMMIT & MRS CYNTHIA PHYLLIS ZAMMIT			278480				0.01	%			108,924				169,556				0.01	%
MS JILL MURPHY			277500				0.01	%			108,875				168,625				0.01	%

 

 

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
GRAEME LEIGH, SMITH <GI SMITH SUPER FUND>			265923				0.01	%			108,296				157,627				0.01	%
MR JOHN MACRI			265410				0.01	%			108,271				157,140				0.01	%
MR BRETT ANDREW HANSEN & MRS JENNIFER LOUISE HANSEN <GREENPEAS SUPER FUND A/C>			261588				0.01	%			108,079				153,509				0.01	%
MR PAUL HENRY THOMPSON			255048				0.01	%			107,752				147,296				0.01	%
MR PAUL CONNOLLY & MRS DEBORAH CONNOLLY			251124				0.01	%			107,556				143,568				0.01	%
TOURQUET PTY LTD <HANSENS AZDF SYND UNIT A/C>			246017				0.01	%			107,301				138,716				0.01	%
MR DOMENIC CURCIO			245239				0.01	%			107,262				137,977				0.01	%
ERSTEIN PTY LTD <HARTLAND SUPER FUND A/C>			244647				0.01	%			107,232				137,415				0.01	%
JOHN, PANKHURST			244647				0.01	%			107,232				137,415				0.01	%
PAUL & MICHELLE, THOMPSON			244647				0.01	%			107,232				137,415				0.01	%
STEVEN, ALCORN < ALCORN SUPER FUND>			242695				0.01	%			107,135				135,560				0.01	%
LOIS CLOSTER <R CLOSTER FAM DISC NO 2 A/C>			241159				0.01	%			107,058				134,101				0.01	%
MR GERHARDUS NEL & MRS HILARY NEL <GEORGE NEL SUPER FUND A/C>			239966				0.01	%			106,998				132,968				0.01	%
ELMS LAZURKO SUPERANNUATION PTY LIMITED <ELMS LAZURKO SUPER A/C>			239696				0.01	%			106,985				132,711				0.01	%
DAAK GIBSON HOLDINGS PTY LTD <DAAK GIBSON FAMILY A/C>			237942				0.01	%			106,897				131,045				0.01	%
MR GEOFFREY RONALD SULLIVAN & MRS PAMELA MARGARET SULLIVAN			235229				0.01	%			106,761				128,468				0.01	%
MRS CAROLYN JO-ANNE PAYNE			233208				0.01	%			106,660				126,548				0.01	%
MR DONALD ALAN SAYERS			230791				0.01	%			106,540				124,251				0.01	%
MR PETER MARK & MRS DORA MARK <MARK FAMILY SUPER FUND A/C>			229216				0.01	%			106,461				122,755				0.01	%
MR JOHN TURNBULL <JOHN & GOI'S SUPER FUND A/C>			228343				0.01	%			106,417				121,926				0.01	%
MS BARBARA ALICE PIESSE			227815				0.01	%			106,391				121,424				0.01	%
MR WILLIAM ROSS TAYLOR & MRS HELEN LARAINE TAYLOR <TAYLOR SUPER FUND A/C>			224524				0.01	%			106,226				118,298				0.01	%
MR GLENN RAYMOND JOYCE & MRS JUDITH THERESE JOYCE <THE JOYBELL NOMINEES S/F A/C>			219910				0.01	%			105,996				113,915				0.01	%
MR PETER GOWAN & MRS JULIE GOWAN <THE GOWAN SUPER FUND A/C>			218750				0.01	%			105,938				112,813				0.01	%
KEN & KAY,RYAN			213185				0.01	%			105,659				107,526				0.01	%
MRS MICHELLE AUDREY THOMPSON			212540				0.01	%			105,627				106,913				0.01	%
MR GRAHAM ASHLEY HARRIS & MS MARGARET MARY WILMINK			211566				0.01	%			105,578				105,988				0.01	%
MS SUSAN MARJORIE MONGELLI <SIRIUS SUPER FUND A/C>			206000				0.01	%			105,300				100,700				0.01	%
MS TINA DION <TINA DION SUPER FUND A/C>			203679				0.01	%			105,184				98,495				0.01	%
MR PAUL TOSIN & MRS DANIELA TOSIN <TOSIN S/F A/C>			203025				0.01	%			105,151				97,874				0.01	%
MR ANDREW ZIVANOVIC			200736				0.01	%			105,037				95,699				0.01	%
LEEANNE KATHLEEN & SHIRLEY, ALCORN			200000				0.01	%			105,000				95,000				0.01	%
BRIAN & SUSAN, GARNETT <THE BF & SK GARNETT FAMILY TRUST>			200000				0.01	%			105,000				95,000				0.01	%
MABETI PTY LIMITED <SUPERANNUATION FUND A/C>			200000				0.01	%			105,000				95,000				0.01	%
R M INVESTMENTS PTY LTD <NRM UNIT ACCOUNT>			200000				0.01	%			105,000				95,000				0.01	%
MS SHERYLE SHERIDAN <SHERIDAN FAMILYA/C>			199048				0.01	%			104,952				94,096				0.01	%
MR WILLIAM BERTRAM MCGRORY & MRS SUSAN JOY MCGRORY <J & B SUPERANNUATION FD A/C>			194445				0.01	%			104,722				89,723				0.00	%

 

 

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
MR PETER MACBEAN STEWART & MRS ROBIN KATHLEEN STEWART			191286				0.01	%			104,564				86,722				0.00	%
MR ANTHONY PIZZOLATO			191000				0.01	%			104,550				86,450				0.00	%
MR DANIEL DALZOTTO			180905				0.01	%			104,045				76,860				0.00	%
ALEXANDER THOMAS COCKBURN-CAMPBELL & KERRY ANNE COCKBURN-CAMPBELL			180086				0.01	%			104,004				76,082				0.00	%
GREENPEAS INVESTMENTS PTY LTD <THE B & J HANSEN FAMILY A/C>			175536				0.01	%			103,777				71,759				0.00	%
ELLON NOMINEES PTY LTD <ELLON FAMILY A/C>			170358				0.01	%			103,518				66,840				0.00	%
MS SHEHARA WIJETUNGA			169933				0.01	%			103,497				66,436				0.00	%
WHITE EAGLE NOMINEES PTY LTD <MANN FAMILY SUPER FUND A/C>			168966				0.01	%			103,448				65,518				0.00	%
MR ANDREW SCOTT WILLIS			167912				0.01	%			103,396				64,516				0.00	%
MRS BREE CHRISTINA GRANT & MR DALE PHILIP ALAN GRANT			166772				0.01	%			103,339				63,433				0.00	%
GEOFFREY WALLIS, ARUNDELL			157325				0.01	%			102,866				54,459				0.00	%
MR JOHN MICHAEL HEARMAN			155450				0.01	%			102,773				52,678				0.00	%
MS LEONE SIGNA BALDOCK			150129				0.01	%			102,506				47,623				0.00	%
MRS JULIE GOWAN <KRISTIAN GOWAN A/C>			150038				0.01	%			102,502				47,536				0.00	%
MR. ALEXANDER K ROLLEY & MRS. LANA T. ROLLEY			150000				0.01	%			102,500				47,500				0.00	%
MAREETA V ROLLEY			150000				0.01	%			102,500				47,500				0.00	%
SYNMAN NOMINEES PTY LTD <IMJWS SUPER FUND A/C>			150000				0.01	%			102,500				47,500				0.00	%
MR CHARLES JONES			147144				0.01	%			102,357				44,787				0.00	%
MR PETER HEARMAN <HEARMAN FAMILY A/C>			147143				0.01	%			102,357				44,786				0.00	%
MR GEORGE VLAHOS & MRS COLLEEN VLAHOS <VLAHOS SUPER FUND A/C>			139786				0.01	%			101,989				37,797				0.00	%
ADDVOKAT PTY LTD <ADDVOKAT A/C>			134247				0.01	%			101,712				32,535				0.00	%
ERSTEIN PTY LTD <THE HARTLAND FAMILY A/C>			133976				0.01	%			101,699				32,277				0.00	%
MR GEORGE VHALOS & MRS COLLEEN VHALOS <VHALOS SUPER FUND A/C>			132429				0.01	%			101,621				30,808				0.00	%
MARGARET MARY, CAMENS			132056				0.01	%			101,603				30,453				0.00	%
MICHAEL JOHN & TRACEY LEE, BOWNE			132056				0.01	%			101,603				30,453				0.00	%
JAXLAND PTY LTD <D & L PUTLAND FAMILY A/C>			128750				0.01	%			101,438				27,313				0.00	%
R & H NOMINEES PTY LTD <R&H NOMINEES SUPER FUND A/C>			126422				0.01	%			101,321				25,101				0.00	%
MR IAN FOSTER & MRS DENISE FOSTER <FOSTER SUPER FUND A/C>			126108				0.01	%			101,305				24,803				0.00	%
MR TONY JORDAN & MS DENISE MURPHY & JORDAN MURPHY PTY LTD			124721				0.01	%			101,236				23,485				0.00	%
MR COLIN J DAMIANI & MRS DIANE R DAMIANI			123328				0.01	%			101,166				22,162				0.00	%
MR DAVID MARCON & MRS RACHELA MARCON			123270				0.01	%			101,164				22,107				0.00	%
MS JAN LOUISE GREENE			123132				0.01	%			101,157				21,975				0.00	%
SALORA STATION PTY LTD <HIGHBRAY ABSOLUTE ENTITL AC>			123132				0.01	%			101,157				21,975				0.00	%
G A GIUSTI CONSTRUCTION PTY LIMITED			119985				0.01	%			100,999				18,986				0.00	%
JULIE & ROBERT BRIAN, BURNS			110870				0.01	%			100,544				10,327				0.00	%
MCTUNGA NOMINEES PTY LTD <SHEETMETAL STAFF S/F A/C>			110812				0.01	%			100,541				10,271				0.00	%
PAYNE CORPORATION PTY LTD <PAYNE SUPER FUND A/C>			108509				0.01	%			100,425				8,084				0.00	%
MARY, MILES < MILES FAMILY SUPER FUND PTY LTD>			108406				0.01	%			100,420				7,986				0.00	%

 

 

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
STC ADVISORY PTY LTD <CHALABIAN FAMILY A/C>			108009				0.01	%			100,400				7,609				0.00	%
MR FREDERICK JAMES PARK & MRS THELMA LORNA PARK			107839				0.01	%			100,392				7,447				0.00	%
MR ANTHONY CICCARELLI & MRS CARLA CICCARELLI			104227				0.01	%			100,211				4,016				0.00	%
MS SUSAN MONGELLI & MR PETER WATERS <SIRIUS SUPER FUND A/C>			104227				0.01	%			100,211				4,016				0.00	%
MR ROSS ARDITA & MRS MARIA ARDITA			103336				0.01	%			100,167				3,169				0.00	%
MR BENJAMIN ALAN YOUNG			103192				0.01	%			100,160				3,032				0.00	%
PRASHANTA KUMAR CHATTERJEE & JENNIFER CHATTERJEE & ROBINDRA NARAYAN CHATTERJEE <CHATTERJEE SUPER FUND A/C>			103000				0.01	%			100,150				2,850				0.00	%
MRS ANNETTE PATRICIA RICHARDS			103000				0.01	%			100,150				2,850				0.00	%
NATASHA JAN BULLOCK			100000				0.01	%			100,000				-				0.00	%
SAMANTHA ANN STEWART			100000				0.01	%			100,000				-				0.00	%
MACDONALD ASSET CONSULTING PTY LTD <LUTRY SUPER FUND A/C>			99000				0.01	%			99,000				-				0.00	%
MS ROBYN HARRIS & ROBYN LYNETTE PTY LTD <ROBYN LYNETTE SUPER FUND A/C>			98446				0.01	%			98,446				-				0.00	%
MR MARK CROHAN & MRS JACINTA CROHAN			98100				0.01	%			98,100				-				0.00	%
MS LOIS CLOSTER			98096				0.01	%			98,096				-				0.00	%
MS SALLYANNE FLORENCE & MS GINA LOUISE FLORENCE			98096				0.01	%			98,096				-				0.00	%
MR ALBERT ANTHONY MACRI			98096				0.01	%			98,096				-				0.00	%
K O NOMINEES PTY LTD <THE OLDFIELD KNOTT UNIT A/C>			95237				0.01	%			95,237				-				0.00	%
MS SANDRA FAY LOCK			93932				0.01	%			93,932				-				0.00	%
DELMARIE FLORENCE			93924				0.01	%			93,924				-				0.00	%
MR GRANT DONALD PETERSON & MRS CHRISTINE MYRTLE LANE <PETERSON FAMILY A/C>			93282				0.00	%			93,282				-				0.00	%
MR SCOTT HORNBY			90852				0.00	%			90,852				-				0.00	%
MR ANTHONY TACCONE			89920				0.00	%			89,920				-				0.00	%
MR AUGUSTO TACCONE			89920				0.00	%			89,920				-				0.00	%
MS LIDIA TACCONE			89920				0.00	%			89,920				-				0.00	%
HANSENS AMAZING TEAM PTY LTD <LOANS NO 3 A/C>			88931				0.00	%			88,931				-				0.00	%
MR JOHN STEPHEN FRY			87150				0.00	%			87,150				-				0.00	%
MR DAVID BESSON & MRS LIZ BESSON <BESSON & BESSON A/C>			85834				0.00	%			85,834				-				0.00	%
MR JAMES FARMER & NICJAM PTY LTD <FARMER FAMILY SETTLEMENT A/C>			85716				0.00	%			85,716				-				0.00	%
MR CHRISTOPHER BERNARD OLDFIELD			84895				0.00	%			84,895				-				0.00	%
MR ZORAN MATIC			84675				0.00	%			84,675				-				0.00	%
FIFTH GLENMAR PTY LTD			82547				0.00	%			82,547				-				0.00	%
MRS JUDY ELIZABETH GREEN			81287				0.00	%			81,287				-				0.00	%
MR DOMINIC CURCIO			80534				0.00	%			80,534				-				0.00	%
MR GEOFFREY WALLIS ARUNDELL			79716				0.00	%			79,716				-				0.00	%
SHEETMETAL INSTALLATIONS PTY LTD <SHEETMETAL STAFF S/F A/C>			77659				0.00	%			77,659				-				0.00	%
MR MICHAEL JOSEPH MCCANN <MCCANN SMSF PTY LTD A/C>			76842				0.00	%			76,842				-				0.00	%
MR RICK OLARENSHAW <214 GRAHAM STREET A/C>			75334				0.00	%			75,334				-				0.00	%
MR RICHARD ARTHUR POWELL			75247				0.00	%			75,247				-				0.00	%
MR CHRISTOPHER HORACE ALDRIDGE & MRS GERALDINE ALDRIDGE <RELYON TRADING S/F A/C>			73572				0.00	%			73,572				-				0.00	%

 

 

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
MR NEIL ALLSOPP & MRS RHONDA ALLSOPP <SUPERANNUATION FUND A/C>			73572				0.00	%			73,572				-				0.00	%
ASHCROFT SUPERANNUATION FUND			73572				0.00	%			73,572				-				0.00	%
MRS LEANNE ASKER & MR ANDREW ASKER <ASKER FAMILY A/C>			73572				0.00	%			73,572				-				0.00	%
MR WARWICK CLARKE <WD & J CLARKE SUPER FUND A/C>			73572				0.00	%			73,572				-				0.00	%
MR SALVATORI RANDAZZO & MRS FELICIA RANDAZZO <RANDAZZO SUPER FUND A/C>			73572				0.00	%			73,572				-				0.00	%
TABAC NOMINEES PTY LTD			73572				0.00	%			73,572				-				0.00	%
MR DIMITRA THANOPOULOS			73572				0.00	%			73,572				-				0.00	%
MR ROBERT WILKIE & MRS LINDA WILKIE <BROADBILL SUPER FUND A/C>			73572				0.00	%			73,572				-				0.00	%
ROSEMARY ETHEL, WYNNE			73248				0.00	%			73,248				-				0.00	%
MARTIN G & AUDREY , CHAPMAN			73248				0.00	%			73,248				-				0.00	%
MARY, WALTERS			73248				0.00	%			73,248				-				0.00	%
BERKELEY MCLEISH ,WYNNE			73248				0.00	%			73,248				-				0.00	%
MARTIN LAKE PTY LTD <THE MARTIN LAKE S/F A/C>			72000				0.00	%			72,000				-				0.00	%
MR GEORGE VLAHOS			70254				0.00	%			70,254				-				0.00	%
MR JOHN CASTLEDINE & MRS DOROTHY CASTLEDINE			70240				0.00	%			70,240				-				0.00	%
MS NAOMI CLASOHM			70068				0.00	%			70,068				-				0.00	%
MS SARAH HARRIS & MR ANDREW MCDOUGALL <MCDOUGALL HARRIS FAMILY A/C>			70068				0.00	%			70,068				-				0.00	%
MR MURRAY JAMES CLOSE & MRS HELEN DOREEN CLOSE <MJ & HD CLOSE SUPER A/C>			70000				0.00	%			70,000				-				0.00	%
ELMS LAZURKO PROPERTIES PTY LTD <ELMS LAZURKO PROPERTY A/C>			69945				0.00	%			69,945				-				0.00	%
MR GABRIEL JOSEPH LABOUR & MRS MARIE ARIADHNE LABOUR			69907				0.00	%			69,907				-				0.00	%
MATTHEW DOUGLAS, MIDDLEMISS			68999				0.00	%			68,999				-				0.00	%
MR WARREN LELAND HOHN & MRS DONNA RAE HOHN <HOHN FAMILY S/F A/C>			67865				0.00	%			67,865				-				0.00	%
MS MARY JOY POLS			67068				0.00	%			67,068				-				0.00	%
ASHLAND ENTERPRISES PTY LTD <THE TONY CALLIS FAMILY A/C>			66215				0.00	%			66,215				-				0.00	%
MR ROSS BAUER & MRS CAROLYN BAUER <SET FREE SUPER FUND A/C>			65852				0.00	%			65,852				-				0.00	%
MR TIN SHEUNG LAU			65500				0.00	%			65,500				-				0.00	%
BACKDALE PTY LTD <BACKDALE SUPER FUND A/C>			64346				0.00	%			64,346				-				0.00	%
MR DAVID JOHN PURKIS & MRS JENNIFER LORRAINE PURKIS			63942				0.00	%			63,942				-				0.00	%
ADLEE INVESTMENTS PTY LTD			63366				0.00	%			63,366				-				0.00	%
MR ERIC BRIAN KELLY & MRS MAREE GAYLE KELLY			63219				0.00	%			63,219				-				0.00	%
SPOT CAPITAL LIMITED			63095				0.00	%			63,095				-				0.00	%
MR CRAIG BUCHANAN BREMNER & MRS MERREN BARBARA BREMNER			61881				0.00	%			61,881				-				0.00	%
MS AMBER CORRIGAN			61566				0.00	%			61,566				-				0.00	%
MRS LOUISE JANE FAULKNER			61566				0.00	%			61,566				-				0.00	%
MR PAUL ALEXANDER HOOGENRAAD			61566				0.00	%			61,566				-				0.00	%
MR JOHN MACRI & MR NICHOLAS MACRI			61566				0.00	%			61,566				-				0.00	%
MRS CHERYL MARGARET MITCHELL			61566				0.00	%			61,566				-				0.00	%
LEONG H OH			61566				0.00	%			61,566				-				0.00	%
MR VINCE PAGANO & MRS GAYLE PAGANO <ABALODE SUPERANNUATION A/C>			61566				0.00	%			61,566				-				0.00	%

 

  

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
MS JANIS ROWELL			61566				0.00	%			61,566				-				0.00	%
MR LAURANCE SIDARI <BENJAMIN SIDARI A/C>			61566				0.00	%			61,566				-				0.00	%
MR LAURANCE SIDARI <BRIANA SIDARI A/C>			61566				0.00	%			61,566				-				0.00	%
MS BEATRICE SIDARI			61566				0.00	%			61,566				-				0.00	%
VICROY PTY LTD <BENSON FAMILY A/C>			61566				0.00	%			61,566				-				0.00	%
HOME LOAN ESSENTIALS PTY LTD <CAMERON D PERKINS S/F A/C>			61433				0.00	%			61,433				-				0.00	%
ASHLEY HUDSON			61310				0.00	%			61,310				-				0.00	%
OURCLAN PTY LTD			61310				0.00	%			61,310				-				0.00	%
MR GEOFF SULLIVAN & MRS PAM SULLIVAN <SULLIVAN SUPER FUND A/C>			61310				0.00	%			61,310				-				0.00	%
MR TRAVIS PHILP CHERRY & MRS LOUISE CHERRY <TJP INDUSTRIES S/FUND A/C>			58860				0.00	%			58,860				-				0.00	%
SOBECCA PTY LTD <SOBECCA A/C>			58245				0.00	%			58,245				-				0.00	%
MR JOHN TURNBULL & MRS GOI TURNBULL <JOHN & GOI'S S/F A/C>			57831				0.00	%			57,831				-				0.00	%
ROSBEE MANOR PTY LTD <TWIGG PROPERTY UNIT A/C>			55239				0.00	%			55,239				-				0.00	%
PAINT A RAINBOW FOUNDATION LIMITED			55179				0.00	%			55,179				-				0.00	%
MS TRICIA ANN LACEY <CJM FAM & BENSON & VICROY AC>			54711				0.00	%			54,711				-				0.00	%
MR PAUL FRANCIS FONTAINE			54632				0.00	%			54,632				-				0.00	%
BRIAN MARTIN & ASSOCIATES PTY LTD <BRIAN MARTIN S/F A/C>			54000				0.00	%			54,000				-				0.00	%
MS NOELA VALENTINE BROOKS			53896				0.00	%			53,896				-				0.00	%
MR ANTHONY HOUSTON <HOUSTON SUPER FUND A/C>			53250				0.00	%			53,250				-				0.00	%
MR BRIAN MARTIN <BRIAN MARTIN SUPER FUND A/C>			51875				0.00	%			51,875				-				0.00	%
MISS SKYE PARKER			51541				0.00	%			51,541				-				0.00	%
MS VIRGINIA DALZOTTO			51506				0.00	%			51,506				-				0.00	%
MR TERRY JAMES GARDINER			51477				0.00	%			51,477				-				0.00	%
MR SAMMAR SOUSOU			51250				0.00	%			51,250				-				0.00	%
NYCOR SUPER PTY LTD <NYCOR ENGINEERING S/F A/C>			50935				0.00	%			50,935				-				0.00	%
MR DARYL ROSS WALDRON & MRS ANNE MOREE WALDRON <THE WALDRON FUND A/C>			50157				0.00	%			50,157				-				0.00	%
DIRECT MOTORS PTY LTD <DIRECT MOTORS S/F A/C>			49755				0.00	%			49,755				-				0.00	%
ASHLAND ENTERPRISES PTY LTD			49527				0.00	%			49,527				-				0.00	%
MR NEIL DENIS PORTER & MS JUDITH PEARCE			49048				0.00	%			49,048				-				0.00	%
MR DARREN PUTLAND & JAXLAND PTY LTD <PUTLAND FAMILY A/C>			49048				0.00	%			49,048				-				0.00	%
MRS VICTORIA ALEXANDRA ROSE & MR GREGORY JOHN ROSE <ROSE FAMILY SUPER FUND A/C>			49048				0.00	%			49,048				-				0.00	%
MR TERRY ROTH			49048				0.00	%			49,048				-				0.00	%
MR BRIAN ANDREW SMITH			49048				0.00	%			49,048				-				0.00	%
VARDY INVESTMENT PTY LTD <VARDY I Q A/C>			49048				0.00	%			49,048				-				0.00	%
MRS CARLY JANE WARD & MR SEAN MERVYN WARD <THE SCW INVESTMENT A/C>			49048				0.00	%			49,048				-				0.00	%
ROSHCO INVESTMENTS PTY LTD <RAPCO FAMILY SUPER FUND A/C>			48000				0.00	%			48,000				-				0.00	%
MS ELISA CHIANDOTTO			47816				0.00	%			47,816				-				0.00	%
MRS FRANCES LAMBERT			47620				0.00	%			47,620				-				0.00	%
MR HOWARD ROSS & MRS MARTHA ROSS <H & M ROSS RETIRE FUND A/C>			47034				0.00	%			47,034				-				0.00	%
MR JOHN BEVAN MUTCH			45525				0.00	%			45,525				-				0.00	%

 

  

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
MR IAN WILLIAM FOSTER & MRS DENISE MONICA FOSTER <FOSTER SUPER FUND A/C>			45426				0.00	%			45,426				-				0.00	%
DIRECT MOTORS PTY LTD			45000				0.00	%			45,000				-				0.00	%
MR JIM LAWRENSON & MRS ROSEMARIE LAWRENSON <J & R LAWRENSON S/F A/C>			45000				0.00	%			45,000				-				0.00	%
MR PAT MCCARTHY			44143				0.00	%			44,143				-				0.00	%
PURSUIT RETIREMENT LLC			44007				0.00	%			44,007				-				0.00	%
FRASER HILL & LORNA ROSE, STEVENS			43949				0.00	%			43,949				-				0.00	%
BLACKBURN HOLDINGS PTY LTD <BLACKBURN A/C>			43173				0.00	%			43,173				-				0.00	%
LEEANNE KATHLEEN & SHIRLEY, ALCORN			42484				0.00	%			42,484				-				0.00	%
R M INVESTMENTS PTY LTD <NRM UNIT ACCOUNT>			41992				0.00	%			41,992				-				0.00	%
BRIAN MARTIN & ASSOCIATES PTY LTD <BRIAN MARTIN SUPER FUND A/C>			40802				0.00	%			40,802				-				0.00	%
JSKM PTY LIMITED			40768				0.00	%			40,768				-				0.00	%
MR MATTHEW TROY & MR DAMIEN TROY			39984				0.00	%			39,984				-				0.00	%
BESSON FAMILY RETIREMENT FUND PTY LTD <BESSON FAMILY R/FUND A/C>			39852				0.00	%			39,852				-				0.00	%
MR TONY BATES <BATES FAMILY SUPER FUND A/C>			39600				0.00	%			39,600				-				0.00	%
SARITUS JAN NOMINEES PTY LIMITED			38705				0.00	%			38,705				-				0.00	%
EST LATE SHANNON HOARE & ELLON NOMINEES PTY LTD <ELLON FAMILY A/C>			38096				0.00	%			38,096				-				0.00	%
MR LES SAMBA			38032				0.00	%			38,032				-				0.00	%
MS SONYA KATHRYN PARER <PARER CLARKE INVESTMENT A/C>			37993				0.00	%			37,993				-				0.00	%
MR JOHN BRUMTIS			37500				0.00	%			37,500				-				0.00	%
HEARMAN FAMILY A/C (SAN 601)			37391				0.00	%			37,391				-				0.00	%
MRS MARJORIE CAROLE HUDSON & MR REDVERS JOHN HUDSON			36833				0.00	%			36,833				-				0.00	%
MR NIGEL ANTHONY COOPER			36786				0.00	%			36,786				-				0.00	%
FLAME INVESTMENTS PTY LIMITED			36786				0.00	%			36,786				-				0.00	%
MS CHERYL HOLMES			36786				0.00	%			36,786				-				0.00	%
MS PATRICIA L K LEE & MR JEFFREY L H CHEONG			36786				0.00	%			36,786				-				0.00	%
MR SEAN NUGARA & MRS MICHELLE NUGARA			36786				0.00	%			36,786				-				0.00	%
MR DANIEL O'CONNOR <O'CONNOR SUPER FUND A/C>			36786				0.00	%			36,786				-				0.00	%
MR WILLIAM OSBORNE & MRS NONGKARN OSBORNE			36786				0.00	%			36,786				-				0.00	%
BRIAN & CHRISTINE, PRICE			36624				0.00	%			36,624				-				0.00	%
COMSERVE MANAGEMENT LIMITED			36624				0.00	%			36,624				-				0.00	%
GRAEME LEIGH, SMITH			36624				0.00	%			36,624				-				0.00	%
ROGER MARTYN, DART < R M DART FAMILY TRUST>			36624				0.00	%			36,624				-				0.00	%
PETER & DAWN MAY, MARSH			36624				0.00	%			36,624				-				0.00	%
VINCENZO & DIANA, PENNAZZA			36624				0.00	%			36,624				-				0.00	%
SFC INVESTMENTS PTY LTD			36452				0.00	%			36,452				-				0.00	%
L GORDAN NOMINEES PTY LTD <LES GORDAN SUPER FUND A/C>			35834				0.00	%			35,834				-				0.00	%
RONALD DUDLEY & KATHRYN , KEECH < KEECHS READYMIX PTY LTD A/C>			35326				0.00	%			35,326				-				0.00	%
GEOFF,WHITTOME <OCEAN EDGE HOLDINGS P/L>			35159				0.00	%			35,159				-				0.00	%
MR MARIO P POLETTI & MRS GLENYS L POLETTI			35035				0.00	%			35,035				-				0.00	%
SAMP PTY LTD <SAMP SUPER FUND A/C>			35035				0.00	%			35,035				-				0.00	%

 

  

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
MR GRANT ALAN TURNER <THE TURNER SUPER FUND A/C>			35035				0.00	%			35,035				-				0.00	%
MRS LIZ BESSON			34988				0.00	%			34,988				-				0.00	%
MS NICOLE MARIE MERDY			34550				0.00	%			34,550				-				0.00	%
MR ROBERT VAN BLANKEN & MRS LYNDA GAY VAN BLANKEN			33964				0.00	%			33,964				-				0.00	%
MRS ANDREA KIRSTAN TURNER			33832				0.00	%			33,832				-				0.00	%
MR IAN BERNARD OLDFIELD			33726				0.00	%			33,726				-				0.00	%
DAWN, GEORGE <NEWCRED PTY LTD A/C>			33401				0.00	%			33,401				-				0.00	%
MRS KAREN GODDARD			33317				0.00	%			33,317				-				0.00	%
MRS SALLY RILLSTONE & MR DOMINIC RILLSTONE			33000				0.00	%			33,000				-				0.00	%
MR RYAN PAUL KRIKKE			32821				0.00	%			32,821				-				0.00	%
MR LUIGI PANUCCIO & MRS ANTONELLA PANUCCIO <LAP SUPERANNUATION FUND A/C>			32753				0.00	%			32,753				-				0.00	%
MR GEOFF WHITTOME & MRS LEONIE WHITTOME <OCEAN EDGE HOLDINGS P/L A/C>			32377				0.00	%			32,377				-				0.00	%
MR ROWAN WILLIAMS			32180				0.00	%			32,180				-				0.00	%
MS SKYE ERIN PARKER			32044				0.00	%			32,044				-				0.00	%
MS LANA THOMPSON <LANA THOMPSON SUPER FUND A/C>			31724				0.00	%			31,724				-				0.00	%
MS WILHELMINA HENDERINA PRUYN & MR DANIEL JOHN GARLICK			31534				0.00	%			31,534				-				0.00	%
MS CATHERINE BADDOCK			31500				0.00	%			31,500				-				0.00	%
MR DAVID JOHN GRANTHAM			31350				0.00	%			31,350				-				0.00	%
MRS PHYLLIS JEAN BILSTON			31212				0.00	%			31,212				-				0.00	%
MR JASON HAWORTH			31000				0.00	%			31,000				-				0.00	%
MR ERNEST PETER OLDFIELD			30783				0.00	%			30,783				-				0.00	%
RESWICK PTY LTD <NEVILLE PARTON S/FUND A/C>			30717				0.00	%			30,717				-				0.00	%
MR DOMINIC JOHN CURCIO			30655				0.00	%			30,655				-				0.00	%
MR GREG GIARRATANA & MRS BRIGINA GIARRATANA <G & B GIARRATANA A/C>			30655				0.00	%			30,655				-				0.00	%
MR ALBERT ANTHONY MACRI & EST JANICE VERA MACRI			30655				0.00	%			30,655				-				0.00	%
SHANDAN TRADING PTY LTD <THE SHANDAN TRADING A/C>			30586				0.00	%			30,586				-				0.00	%
JOHN & WENDY CAMPBELL			30530				0.00	%			30,530				-				0.00	%
MR HOWARD GARNET DIXON <GARNET SUPER FUND A/C>			30395				0.00	%			30,395				-				0.00	%
MR JOHN ROYALL			30164				0.00	%			30,164				-				0.00	%
MRS NOLA WARREN & MR MALCOLM WARREN			30000				0.00	%			30,000				-				0.00	%
MS PAMELA YOUNG			29432				0.00	%			29,432				-				0.00	%
BRICKS AND MORTAR INVESTMENTS PTY LTD <MCELLIGOTT S/FUND NO 2 A/C>			29429				0.00	%			29,429				-				0.00	%
DIMITRA THANOPOULOS			29429				0.00	%			29,429				-				0.00	%
MR MELVYN STUART HORNBY			29361				0.00	%			29,361				-				0.00	%
LEE ANNETTE , KLAVERSTYN			29299				0.00	%			29,299				-				0.00	%
L GORDON NOMINEES PTY LTD			29160				0.00	%			29,160				-				0.00	%
MS LEANNE ASKER			28836				0.00	%			28,836				-				0.00	%
PILLAR NOMINEES PTY LTD <SUPER FUND A/C>			28612				0.00	%			28,612				-				0.00	%

 

 

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
MS ELIZABETH FLINTOFF			28572				0.00	%			28,572				-				0.00	%
ROSBEE MANOR PTY LTD <TWIGG PROPERTY A/C>			28572				0.00	%			28,572				-				0.00	%
MR SEAN MATTHEW DOHENY			28028				0.00	%			28,028				-				0.00	%
DANATETH PTY LTD <ROWAN FAMILY A/C>			27892				0.00	%			27,892				-				0.00	%
KEVIN HOWARD CRANE HIRE PTY LTD <K & M HOWARD SUPER FUND A/C>			27458				0.00	%			27,458				-				0.00	%
MR ANDREW FLETCHER			27212				0.00	%			27,212				-				0.00	%
MR RICHARD PETER MALONEY			27172				0.00	%			27,172				-				0.00	%
HEARMAN SUPERFUND (SAN 565)			27097				0.00	%			27,097				-				0.00	%
KEVIN HOWARD INVESTMENTS PTY LTD			26816				0.00	%			26,816				-				0.00	%
MR MARK ROBERT HAZELL			26458				0.00	%			26,458				-				0.00	%
LIONEL CHARLES ,FLASHMAN			26369				0.00	%			26,369				-				0.00	%
BARCLAY WELLS LTD			26335				0.00	%			26,335				-				0.00	%
MR PAUL HENRY THOMPSON & MRS MICHELLE AUDREY THOMPSON <FEFERELLI A/C>			26160				0.00	%			26,160				-				0.00	%
MR JOHN STEPHEN FRY & MRS LYNETTE ROBYN FRY <FRY SUPER FUND A/C>			26083				0.00	%			26,083				-				0.00	%
MR ROY SPAGNOLO & MR XAVIER LO			25908				0.00	%			25,908				-				0.00	%
AGIRA PTY LTD			25000				0.00	%			25,000				-				0.00	%
MR PETER MCDONALD & ATLANTIC CHALLENGE PTY LTD <PETER MCDONALD S/F A/C>			25000				0.00	%			25,000				-				0.00	%
GOURMET SPECIALIZED GIFTS PTY LTD			24981				0.00	%			24,981				-				0.00	%
MR MALCOLM NEIL FOWLER			24527				0.00	%			24,527				-				0.00	%
CHRISTOPHER HORACE ALDRIDGE & GERALDINE ALDRIDGE <RELYON TRADING S/F A/C>			24524				0.00	%			24,524				-				0.00	%
MR DARREN JAMES BELTON			24524				0.00	%			24,524				-				0.00	%
PRASHANTA J CHATTERJEE <CHATTERJEE SUPER FUND A/C>			24524				0.00	%			24,524				-				0.00	%
MR BRENDAN COLVIN & MRS JOAN COLVIN			24524				0.00	%			24,524				-				0.00	%
MS ELIZABETH JOAN GREEN			24524				0.00	%			24,524				-				0.00	%
MS ZEENA LOBO			24524				0.00	%			24,524				-				0.00	%
MR NEIL MARTINS & MRS LIVIA MARTINS <MARTINS FAMILY A/C>			24524				0.00	%			24,524				-				0.00	%
MR JAMES MCELLIGOTT & MRS SHIRLEY MCELLIGOTT <J & S MCELLIGOTT S/F A/C>			24524				0.00	%			24,524				-				0.00	%
MR VITTORIO MONARCA & MRS CATHERINE MONARCA <MPC SUPERANNUATION FUND A/C>			24524				0.00	%			24,524				-				0.00	%
MR MICHAEL ROGER OSWALD PEARS			24314				0.00	%			24,314				-				0.00	%
SUNSET HILLS INVESTMENTS PTY LTD			24034				0.00	%			24,034				-				0.00	%
MR PETER JOHN GOWAN & MRS JULIE GOWAN <THE GOWAN SUPER FUND A/C>			23763				0.00	%			23,763				-				0.00	%
MR NEIL MORTLAND			23689				0.00	%			23,689				-				0.00	%
MRS SHARON JANE MORTLAND			23689				0.00	%			23,689				-				0.00	%
MR DAVID STRANGWARD & MS KATHY MCBRIEN <LAWN HILL SUPER FUND A/C>			23250				0.00	%			23,250				-				0.00	%
MR LEON HOARE			22638				0.00	%			22,638				-				0.00	%
MR DARREN STEVEN HUTCHINSON <DS HUTCHINSON SUPER A/C>			22603				0.00	%			22,603				-				0.00	%
MR GREGORY GLYNDWR & MRS MONIQUE GLYNDWR			22500				0.00	%			22,500				-				0.00	%
MR CHARLES ANTHONY JONES & MRS BELINDA MAREE JONES			22072				0.00	%			22,072				-				0.00	%
MR THOMAS O H HILLARDT			21976				0.00	%			21,976				-				0.00	%
ANTHONY & LINDA- LEE KACHEL, BADGER <A BADGER& L KACHEL SUPER FUND>			21974				0.00	%			21,974				-				0.00	%

 

  

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
DOROTHY JEAN, ELLIS < THE D ELLIS SUPER FUND>			21974				0.00	%			21,974				-				0.00	%
KEITH EDWARD, KIMBER			21974				0.00	%			21,974				-				0.00	%
RAYMOND & BRENDA,CRAWSHAW			21974				0.00	%			21,974				-				0.00	%
STEPHEN, MOFFATT			21974				0.00	%			21,974				-				0.00	%
WILLIAM,FRASER			21974				0.00	%			21,974				-				0.00	%
MS RAYNI NUGENT			21727				0.00	%			21,727				-				0.00	%
MR JOHN ADNAMS & MRS ELIZABETH ADNAMS <ADNAMS SUPER FUND A/C>			21681				0.00	%			21,681				-				0.00	%
MR WAYNE CONNELL <CONNELL FAMILY S/FUND A/C>			21514				0.00	%			21,514				-				0.00	%
MR GEOFFREY L HARDIE & MRS SUSAN L HARDIE			21429				0.00	%			21,429				-				0.00	%
MRS LORRAINE JOYCE MAHONY			21406				0.00	%			21,406				-				0.00	%
MR ASHLEY HUDSON			21294				0.00	%			21,294				-				0.00	%
MR PETER GERRIT KRIKKE			21275				0.00	%			21,275				-				0.00	%
MR ANGUS PYKE			21000				0.00	%			21,000				-				0.00	%
ASHLAND ENTERPRISES PTY LTD <THE CALLIS SUPER FUND A/C>			20961				0.00	%			20,961				-				0.00	%
P J, KEARNEY <PJ KEARNEY SUPER FUND >			20509				0.00	%			20,509				-				0.00	%
DONALD & SUSAN FAIRBROTHER <FAIRBROTHER FAMILY TRUST>			20509				0.00	%			20,509				-				0.00	%
KENNETH & MARY JOY, POLS			20509				0.00	%			20,509				-				0.00	%
BRETT VAUGHAN, RAMSEY			20509				0.00	%			20,509				-				0.00	%
GREENLAND NOMINEES PTY LTD <BRUCE GREENLAND S/FUND A/C>			20437				0.00	%			20,437				-				0.00	%
MR PAUL RICHARD HILLS			20437				0.00	%			20,437				-				0.00	%
MR HARRY FRANS MECHIELSEN & MRS RIA MECHIELSEN <HF MECHIELSEN S/F A/C>			20437				0.00	%			20,437				-				0.00	%
MR DAVID HENRY SCOTT & MRS LARRAINE SCOTT <DAVLAR SERVICES P/L S/F A/C>			20437				0.00	%			20,437				-				0.00	%
U S DEVELOPMENTS PTY LIMITED			20437				0.00	%			20,437				-				0.00	%
MR CAMPBELL BLACK			20375				0.00	%			20,375				-				0.00	%
MR WILLIAM BARRYMORE SMITH			19778				0.00	%			19,778				-				0.00	%
ASCENDANT SC PTY LTD <ASCENDANT A/C>			19620				0.00	%			19,620				-				0.00	%
MR RICHARD BERGMANN & MRS KIM BERGMANN <KIRIS FAMILY A/C>			19620				0.00	%			19,620				-				0.00	%
MR DANIEL RILEY & MRS NATASHA RILEY <LES BICOUNETS A/C>			19620				0.00	%			19,620				-				0.00	%
MR ALAN YOUNG			19620				0.00	%			19,620				-				0.00	%
MR BEN YOUNG & MR ALAN YOUNG <B YOUNG SUPER FUND A/C>			19620				0.00	%			19,620				-				0.00	%
MR MICHAEL ROGER PEARS			19538				0.00	%			19,538				-				0.00	%
MS LANA THOMPSON			19225				0.00	%			19,225				-				0.00	%
MRS KAREN MARIA LA FRENTZ			19170				0.00	%			19,170				-				0.00	%
MR CLAUDE HUMBERTO CONCHA			19132				0.00	%			19,132				-				0.00	%
MRS ELIZABETH FLINTOFT			19048				0.00	%			19,048				-				0.00	%
ALAN, BURNS			19044				0.00	%			19,044				-				0.00	%
ATLANTIC CHALLENGE PTY LTD <PETER MCDONALD S/F A/C>			18750				0.00	%			18,750				-				0.00	%
BLUE MOON CABINS PTY LTD <THE WEST FAMILY A/C>			18750				0.00	%			18,750				-				0.00	%
MR VITO CHIARAVELLE & MRS ANTIONIETTA CHIARAVELLE			18750				0.00	%			18,750				-				0.00	%
MR HANNA NAJIB SOUSOU			18750				0.00	%			18,750				-				0.00	%
MNE-LONGTIME PTY LTD <MNE FAMILY SUPERFUND A/C>			18700				0.00	%			18,700				-				0.00	%

 

  

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
MR MALCOLM ANDREW WARREN & MRS NOLA JOY WARREN <WARREN FAMILY SUPER FUND A/C>			18500				0.00	%			18,500				-				0.00	%
MR GERHARDUS JOHANNES NEL & MRS HILARY NEL <GEORGE NEL SUPER FUND A/C>			18396				0.00	%			18,396				-				0.00	%
MR ALLEN CHARLES BRITTIAN			18393				0.00	%			18,393				-				0.00	%
MR ROBERT BURNS & MRS JULIE BURNS			18086				0.00	%			18,086				-				0.00	%
MRS CHRISTINE ANN GILMOUR			18042				0.00	%			18,042				-				0.00	%
MR WAYNE WHITMORE & MRS LISA WHITMORE			17657				0.00	%			17,657				-				0.00	%
MR RUSSEL VAN ROOYEN & MRS STARLING VAN ROOYEN <VAN ROOYEN SUPER FUND A/C>			17519				0.00	%			17,519				-				0.00	%
MR TONY JORDAN & MS DENISE MURPHY <JORDAN MURPHY FAMILY A/C>			17518				0.00	%			17,518				-				0.00	%
MS MADELINE KENNEDY			17518				0.00	%			17,518				-				0.00	%
WA TRUCK & MACHINERY REPAIRS PTY LTD <WA TRUCK NO2 SUPER FUND A/C>			17518				0.00	%			17,518				-				0.00	%
MR PETER MILAS			16978				0.00	%			16,978				-				0.00	%
MR PETER COX			16905				0.00	%			16,905				-				0.00	%
MR SAVERINO SALEMI & MRS WANDA SALEMI			16797				0.00	%			16,797				-				0.00	%
ANGUS KELLY & KATRINA KELLY <A & K KELLY FAMILY A/C>			16781				0.00	%			16,781				-				0.00	%
BARRY FREDERICK G & DEANNE I A, LISTER			16700				0.00	%			16,700				-				0.00	%
LEN,MACLEAN <MACLEAN BUNGAY-FRITH A/C>			16369				0.00	%			16,369				-				0.00	%
MR DAVID MICHAEL BOTHE & MRS BELINDA CAROLINE BOTHE			16350				0.00	%			16,350				-				0.00	%
TOSIN CAPITAL PTY LTD <VIATICUS A/C>			16350				0.00	%			16,350				-				0.00	%
DIRECT MOTORS PTY LTD <DIRECT MOTORS SUPER FUND A/C>			16011				0.00	%			16,011				-				0.00	%
MARISHANE PTY LTD <HERITAGE SUPER FUND A/C>			15874				0.00	%			15,874				-				0.00	%
MR RUSSELL WOODROW			15674				0.00	%			15,674				-				0.00	%
MR RONALD D KEECH & MRS KATHRYN KEECH			15652				0.00	%			15,652				-				0.00	%
MS STACY EVERINGHAM			15489				0.00	%			15,489				-				0.00	%
MR JOHN DOMINIC TOIGO & MRS FIONA TOIGO <TOIGO SUPER FUND A/C>			15328				0.00	%			15,328				-				0.00	%
MRS LEE ANNETTE KLAVERSTYN			15196				0.00	%			15,196				-				0.00	%
MR. JOHN MOFFATT			15186				0.00	%			15,186				-				0.00	%
MR IAN WILLIAM FOSTER & MRS DENISE MONICA FOSTER <FOSTER SUPER FUND A/C>			15142				0.00	%			15,142				-				0.00	%
MR JOHN BRUMTIS			15000				0.00	%			15,000				-				0.00	%
BUTLER BRAY CONSULTING PTY LTD			15000				0.00	%			15,000				-				0.00	%
MR GERARD PATRICK CONSEDINE <CONSEDINE SUPER FUND A/C>			15000				0.00	%			15,000				-				0.00	%
MR DANIEL O'CONNOR & MRS TIFFNNY O'CONNOR <SUPER FUND A/C>			15000				0.00	%			15,000				-				0.00	%
MS JODIE MARGARET TALONE			15000				0.00	%			15,000				-				0.00	%
DIMITRIA THANOPOULOS			15000				0.00	%			15,000				-				0.00	%
MRS LISA JANE WARD			15000				0.00	%			15,000				-				0.00	%
MRS SRIKANTHI WIJETUNGA			15000				0.00	%			15,000				-				0.00	%
DAVID,PURKIS <PERCHAZ PTY LTD A/C>			14860				0.00	%			14,860				-				0.00	%
RODNEY, FAGG < RODNEY & JULIE FAGG SUPER FUND>			14860				0.00	%			14,860				-				0.00	%
MS VANESSA CARBIS			14716				0.00	%			14,716				-				0.00	%
SOF ANDRIKOPOULOS			14715				0.00	%			14,715				-				0.00	%
MR GERARD DONALD LAFONTAINE			14715				0.00	%			14,715				-				0.00	%
MR CHRIS LEEHANE & MRS KAREN LEEHANE			14715				0.00	%			14,715				-				0.00	%

 

  

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
MR ALISTAIR LEGGE			14715				0.00	%			14,715				-				0.00	%
MR JOHN MCELLIGOTT			14715				0.00	%			14,715				-				0.00	%
MR LIONEL CHARLES FLASHMAN			14663				0.00	%			14,663				-				0.00	%
ELIZABETH AGNES,CROSS			14650				0.00	%			14,650				-				0.00	%
COLIN & GAIL, STRICKLAND < THE C&G STRICKLAND SUPER FUND>			14650				0.00	%			14,650				-				0.00	%
DANIELLE L & TONI M & KARLENE J ,KILGOUR			14650				0.00	%			14,650				-				0.00	%
DAVID JOHN, PLEDGER C/- WOODWARD NHILL FINANCIAL PLANNING			14650				0.00	%			14,650				-				0.00	%
DAVID,TAYLOR <KENOBI SUPER FUND>			14650				0.00	%			14,650				-				0.00	%
DOUGLAS & ROSLYN,REID			14650				0.00	%			14,650				-				0.00	%
WAYNE EDWARD & LISA, WHITMORE			14650				0.00	%			14,650				-				0.00	%
JEFFERIS HODSOLL & ANGELINA ROSALINE, HEATH			14650				0.00	%			14,650				-				0.00	%
ROBYN JAYNE, WEST			14650				0.00	%			14,650				-				0.00	%
BODO MAX & MARJORIE CLARE,PFAU			14650				0.00	%			14,650				-				0.00	%
PAUL MAXWELL & SHELLEY MARIE,FOX			14650				0.00	%			14,650				-				0.00	%
THOMAS, HILLARDT			14650				0.00	%			14,650				-				0.00	%
RON & CAROL, WILLIAMS			14650				0.00	%			14,650				-				0.00	%
MR PHILIP DUPRE <PHILIP DUPRE S/F A/C>			14640				0.00	%			14,640				-				0.00	%
MR ROBERT GEORGE SUGGETT			14589				0.00	%			14,589				-				0.00	%
MR JOHN NEGHERBON & MRS CARMEL NEGHERBON <J&C INSTALLATIONS PL S/F A/C>			14553				0.00	%			14,553				-				0.00	%
MR GEOFF HOLMES			14286				0.00	%			14,286				-				0.00	%
DIVRI PTY LTD <PASC A/C>			14280				0.00	%			14,280				-				0.00	%
MR GAVIN JAMES BEATTIE			14185				0.00	%			14,185				-				0.00	%
MR ANDREW PHILIP REEVES <ANDREW REEVES TRADING A/C>			14185				0.00	%			14,185				-				0.00	%
MR DAVID ALLAN WALLACE			14014				0.00	%			14,014				-				0.00	%
MRS SIMONE HELENE RHODES CONCHA			13995				0.00	%			13,995				-				0.00	%
MR BARRY DAVIS			13969				0.00	%			13,969				-				0.00	%
DONTEK ELECTRONICS PTY LTD			13846				0.00	%			13,846				-				0.00	%
MR KEITH EDWARD KIMBER			13802				0.00	%			13,802				-				0.00	%
DAVID J,PRICE			13352				0.00	%			13,352				-				0.00	%
GARRY, PHIPPS			13352				0.00	%			13,352				-				0.00	%
MR MARIO PETER POLETTI & MRS GLENYS LESLEY POLETTI			13334				0.00	%			13,334				-				0.00	%
MR SCOTT GODDARD <SKG SUPER FUND A/C>			13327				0.00	%			13,327				-				0.00	%
HEATHER DAWN, BURNS			13185				0.00	%			13,185				-				0.00	%
GWYN, CHAPLAIN			13185				0.00	%			13,185				-				0.00	%
JOHN, THOMPSON			13185				0.00	%			13,185				-				0.00	%
NEVELLE, WATERS			13185				0.00	%			13,185				-				0.00	%
NICOLE M, MERDY			13185				0.00	%			13,185				-				0.00	%
SUSANA,LAU			13185				0.00	%			13,185				-				0.00	%
MR JOHN HON MIN CHAU			13083				0.00	%			13,083				-				0.00	%
MR DAVID RICHARD KUPFER			12500				0.00	%			12,500				-				0.00	%
MR VINCENZO PENNAZZA & MRS DIANA PENNAZZA			12461				0.00	%			12,461				-				0.00	%

 

  

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
ALTA BLUE PTY LTD <MCA A/C>			12262				0.00	%			12,262				-				0.00	%
MRS SOTIRIA BELTON			12262				0.00	%			12,262				-				0.00	%
MELMICK PTY LTD <MELMICK SUPER FUND A/C>			12262				0.00	%			12,262				-				0.00	%
MR BARRY NORMAN LAW & MS JENNIFER JOYCE SHEHADEH			12240				0.00	%			12,240				-				0.00	%
T SHENADAR & J I SHENADAR <NOAH'S ARK SUPER FUND A/C>			11929				0.00	%			11,929				-				0.00	%
MR DAVID ANDREW HENSLEY			11734				0.00	%			11,734				-				0.00	%
LINDA-JANE,SHEEDY			11720				0.00	%			11,720				-				0.00	%
WENDON HOLDINGS PTY LIMITED <WENDON FAMILY PROPERTY A/C>			11445				0.00	%			11,445				-				0.00	%
MRS DIANE TWIGG C/- PITCHER PARTNERS INVESTMENT SERCICES PTY LTD			11429				0.00	%			11,429				-				0.00	%
JUPEK PTY LTD			11411				0.00	%			11,411				-				0.00	%
MRS VANESSA JOAN CARBIS			11356				0.00	%			11,356				-				0.00	%
MR JOHN CASTLEDINE & MRS DOROTHY CASTLEDINE <CASTLEDINE SUPER FUND A/C>			11344				0.00	%			11,344				-				0.00	%
MR PETER GEORGE PERKINS & MRS NOELA ANN PERKINS <PETER & NOELA SUPER FUND A/C>			11325				0.00	%			11,325				-				0.00	%
KENOBI HOLDINGS PTY LTD <KENOBI HOLDINGS A/C>			11258				0.00	%			11,258				-				0.00	%
CONSEDINE SUPER PTY LTD <CONSEDINE SUPER FUND A/C>			11250				0.00	%			11,250				-				0.00	%
MR DAVID ANDREW NITSCHKE			11012				0.00	%			11,012				-				0.00	%
MISS MELISSA CURCIO			10916				0.00	%			10,916				-				0.00	%
MR ANTHONY PAUL JUDSON			10834				0.00	%			10,834				-				0.00	%
MRS MARGARET LOUISE BATCHELOR <SEABROOK FAMILY A/C>			10772				0.00	%			10,772				-				0.00	%
MR BODO MAX PFAU & MRS MARJORIE CLARE PFAU			10735				0.00	%			10,735				-				0.00	%
CHRISTINE COLLINS CONSULTANCY SERVICES PTY LTD			10596				0.00	%			10,596				-				0.00	%
MR ANTHONY LUCI & MRS MIREILLE LUCI			10559				0.00	%			10,559				-				0.00	%
MRS KERRY LYNETTE GREENOP			10391				0.00	%			10,391				-				0.00	%
MR NICHOLAS USSIA			10390				0.00	%			10,390				-				0.00	%
MS CAROLYN DOBAY			10385				0.00	%			10,385				-				0.00	%
ALLAN D & DULCIE MAE, SUTHERLAND			10255				0.00	%			10,255				-				0.00	%
MR JAMES WILLIAM SMITH <JAMES W SMITH 2 A/C>			10000				0.00	%			10,000				-				0.00	%
MR DAVID BOOTH & MRS KAY BOOTH			9810				0.00	%			9,810				-				0.00	%
MR STUART DENMAN & MRS NATASA DENMAN			9810				0.00	%			9,810				-				0.00	%
MR DAVID MADDEN			9810				0.00	%			9,810				-				0.00	%
MR SEAN CHRISTOPHER DAVID NUGARA & MRS MICHELLE MARIA NUGARA			9810				0.00	%			9,810				-				0.00	%
MS TRACEY ANN REILLY			9810				0.00	%			9,810				-				0.00	%
MS MARIA JOSEPHINE TENNI			9810				0.00	%			9,810				-				0.00	%
MS POPI ZOGRAFAKIS			9810				0.00	%			9,810				-				0.00	%
MARK ANTHONY, SPENCE			9765				0.00	%			9,765				-				0.00	%
MR CAMERON WOODROW			9524				0.00	%			9,524				-				0.00	%
MR GRANT WOODROW			9524				0.00	%			9,524				-				0.00	%
MICHELE UNTERFRAUNER			9375				0.00	%			9,375				-				0.00	%
SYMBIANCE FINANCIAL SERVICES PTY LTD			9052				0.00	%			9,052				-				0.00	%
MS ATHENA TINA MCBRIDE			9000				0.00	%			9,000				-				0.00	%
MR GEORGE COSTOPOULOS			8893				0.00	%			8,893				-				0.00	%

 

  

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
MR RICHARD ARTHUR POWELL & MRS JANICE DAWN POWELL			8873				0.00	%			8,873				-				0.00	%
BACKDALE PTY LTD <BACKDALE SUPER FUND>			8737				0.00	%			8,737				-				0.00	%
MR WILLIAM FRASER & MRS YOLANTA FRASER <MARTA FRASER A/C>			8584				0.00	%			8,584				-				0.00	%
MR BRETT JOHN WARD & MS DONNA MARIE MULLER <WARD SUPERANNUATION FUND A/C>			8572				0.00	%			8,572				-				0.00	%
KALPANA RAMANI			8516				0.00	%			8,516				-				0.00	%
MAHINDRA RAMANI			8516				0.00	%			8,516				-				0.00	%
STRANGE TECHNOLOGY PTY LIMITED			8500				0.00	%			8,500				-				0.00	%
MRTREVOR STEPHEN CLOVER & MRS CAROLE ELIZABETH CLOVER			8478				0.00	%			8,478				-				0.00	%
CLIFFORD & JOY , WIELAND			8350				0.00	%			8,350				-				0.00	%
MRS LINDA-JANE SHEEDY			8296				0.00	%			8,296				-				0.00	%
MR ANTHONY KOOY & MRS ABIGAIL KOOY <A & A KOOY SUPER FUND A/C>			8284				0.00	%			8,284				-				0.00	%
MR SEAN MERVYN WARD & MRS CARLY JANE WARD			8276				0.00	%			8,276				-				0.00	%
MRS LISETTE MARIE CALLIS TONY CALLIS DENTAL SURGERY			8175				0.00	%			8,175				-				0.00	%
MR ROB VERKAIK & MRS ELIZABETH JOHANNA VERKAIK <VERKAIK SUPER FUND A/C>			8175				0.00	%			8,175				-				0.00	%
MS HELEN WALSTAB			8025				0.00	%			8,025				-				0.00	%
SEAN'S ELECTRICAL PTY LTD			8000				0.00	%			8,000				-				0.00	%
MR DON FAIRBROTHER & MRS SUSAN FAIRBROTHER <FAIRBROTHER FAMILY A/C>			7840				0.00	%			7,840				-				0.00	%
ALDEBARAN ENTERPRISES PTY LTD			7752				0.00	%			7,752				-				0.00	%
MR JOHN THOMPSON			7650				0.00	%			7,650				-				0.00	%
MR MARK RAYMOND LIDDLE			7620				0.00	%			7,620				-				0.00	%
MR JOHN THOMPSON & MRS ROSEMARY ELIZABETH THOMPSON			7603				0.00	%			7,603				-				0.00	%
MR GARRY JOHN MCLEOD & MRS ROBYN JOANNE MCLEOD <FELSWHEEL P/L EMP S/F A/C>			7580				0.00	%			7,580				-				0.00	%
FEDELTA PTY LIMITED <D & H MILLS FAMILY A/C>			7550				0.00	%			7,550				-				0.00	%
ALLAN D, FOX <GOOD NEWS MARKETING P/L A/C>			7536				0.00	%			7,536				-				0.00	%
TURNATON PTY LTD <TURNATON SUPER FUND A/C>			7511				0.00	%			7,511				-				0.00	%
AVANTEOS INVESTMENTS LIMITED <SYMETRY DELEGATES A/C>			7500				0.00	%			7,500				-				0.00	%
MRS ELIZABETH ALISON THUAN & MR NGUYEN KHAC THUAN			7500				0.00	%			7,500				-				0.00	%
SKYLARK INVESTMENT PTY LTD <SKYLARK FAMILY A/C>			7474				0.00	%			7,474				-				0.00	%
SUPERB HOLDINGS PTY LTD <SUPERB A/C>			7419				0.00	%			7,419				-				0.00	%
MR CHRIS BERGAMIN			7358				0.00	%			7,358				-				0.00	%
DIVRI PTY LTD			7358				0.00	%			7,358				-				0.00	%
JORDAN MURPHY PTY LTD <JORDAN MURPHY FAMILY A/C>			7358				0.00	%			7,358				-				0.00	%
MS MARY TZIKAS			7358				0.00	%			7,358				-				0.00	%
MS TANYA TZIKAS			7358				0.00	%			7,358				-				0.00	%
ROS, SHAW			7325				0.00	%			7,325				-				0.00	%
BARRY ALAN, ELMS			7325				0.00	%			7,325				-				0.00	%
ANDREW & STAMATIA, ANTHONY <AA &A ANTHONY SUPER FUND>			7325				0.00	%			7,325				-				0.00	%
MARJORIE CAROLE, HUDSON			7325				0.00	%			7,325				-				0.00	%
MARJORIE CAROLE & REDVERS JOHN, HUDSON			7325				0.00	%			7,325				-				0.00	%
CORINNE,SUETIN			7325				0.00	%			7,325				-				0.00	%
DAVID,PURKIS			7325				0.00	%			7,325				-				0.00	%

 

  

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
EDWARD DAVID, GALLOP			7325				0.00	%			7,325				-				0.00	%
ERIC B & MAREE G, KELLY			7325				0.00	%			7,325				-				0.00	%
JOHN FRANCIS, KELLY < KELLY & ASSOC SUPER FUND>			7325				0.00	%			7,325				-				0.00	%
GARRY, MCLEOD < FELSWHEEL P/L EMP SUPER FUND>			7325				0.00	%			7,325				-				0.00	%
JIM, POOLEY <BALLIEBROOK HOLDINGS P/L A/C>			7325				0.00	%			7,325				-				0.00	%
KATHLEEN JOAN,BEDFORD			7325				0.00	%			7,325				-				0.00	%
JOHN & DOROTHY,CASTLEDINE <CASTLEDINE SUPER FUND>			7325				0.00	%			7,325				-				0.00	%
LORRAINE JOYCE, MAHONY			7325				0.00	%			7,325				-				0.00	%
KENNTEH & CHRISTINE , TYSON			7325				0.00	%			7,325				-				0.00	%
LANCE,PINK <BUGS BUNNY SUPER FUND>			7325				0.00	%			7,325				-				0.00	%
LEONE S, BALDOCK			7325				0.00	%			7,325				-				0.00	%
LESTER & GAYLE , TONSCHECK <L & G TONSCHECK SUPER FUND>			7325				0.00	%			7,325				-				0.00	%
LOUISE, FAULKNER			7325				0.00	%			7,325				-				0.00	%
MICHELLE LOUISE,CLIFFORD			7325				0.00	%			7,325				-				0.00	%
MALCOM ANTHONY, BADGER			7325				0.00	%			7,325				-				0.00	%
JENNIFER MARGARET, ROSEVEAR			7325				0.00	%			7,325				-				0.00	%
LISA MARIE, SEALE			7325				0.00	%			7,325				-				0.00	%
MARK, WISSMANN			7325				0.00	%			7,325				-				0.00	%
MURRAY & FERN, HIGHT			7325				0.00	%			7,325				-				0.00	%
IRENE PATRICIA , KIMBER			7325				0.00	%			7,325				-				0.00	%
PAUL & ELIZABETH, CAMPLIN < THE P& E A/C>			7325				0.00	%			7,325				-				0.00	%
PAUL, KARGER			7325				0.00	%			7,325				-				0.00	%
PHIL,WOOD <PHIL WOOD FAMILY SUPER FUND>			7325				0.00	%			7,325				-				0.00	%
R J & KM , WEBBER < THE DULKARA SUPER FUND>			7325				0.00	%			7,325				-				0.00	%
COLIN ROBERT, FREEMAN			7325				0.00	%			7,325				-				0.00	%
RONISE, BARR			7325				0.00	%			7,325				-				0.00	%
LISA & RYDALL TERANCE SEALE < R & L SEALE SUPER FUND>			7325				0.00	%			7,325				-				0.00	%
THEMISTOCOLES,VANIERIS <VANIERIS & QUALLY A/C>			7325				0.00	%			7,325				-				0.00	%
MS ANGELINA ROSALINE HEATH			7141				0.00	%			7,141				-				0.00	%
ANDREW ANTHONY & STAMATIA ANTHONY <A A & A ANTHONY S/F A/C>			7128				0.00	%			7,128				-				0.00	%
MR ANDREW REEVES & MRS LYNETTE REEVES <REEVES FAMILY SUPER FUND A/C>			7093				0.00	%			7,093				-				0.00	%
THE BUDARICK SUPERANNUATION ADMINISTRATION COMPANY PTY LTD <BUDARICK SUPER FUND A/C>			7088				0.00	%			7,088				-				0.00	%
MR JEFFERIS HODSOLL HEATH & MRS ANGELINA ROSALINE HEATH			7051				0.00	%			7,051				-				0.00	%
MR NICK MILES & MRS MARY MILES <MILES FAMILY SUPER FUND A/C>			7045				0.00	%			7,045				-				0.00	%
MR ROSS GRANTLY RAMSEY & MRS NITA DAWN RAMSEY			7008				0.00	%			7,008				-				0.00	%
RAYNI NUGENT			6923				0.00	%			6,923				-				0.00	%
MR MAURIZIO CHIANDOTTO <MATTHEW CHIANDOTTO A/C>			6867				0.00	%			6,867				-				0.00	%
MR JEFFERIS HODSOLL HEATH			6866				0.00	%			6,866				-				0.00	%
NEIL ARTHUR & HEATHER JUNE, YOUNG			6680				0.00	%			6,680				-				0.00	%
BETTY, FREEMAN			6680				0.00	%			6,680				-				0.00	%
TRILAS MATESHA, LEEMAN			6680				0.00	%			6,680				-				0.00	%

 

  

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
DR ROBIN LORRAINE AMERENA			6663				0.00	%			6,663				-				0.00	%
MR BRETT VAUGHAN RAMSEY			6609				0.00	%			6,609				-				0.00	%
MS SARAH KATE HARRIS			6540				0.00	%			6,540				-				0.00	%
WD & J CLARKE PTY LTD <WARWICK CLARKE FAMILY A/C>			6438				0.00	%			6,438				-				0.00	%
MR JOHN O'DONOHUE & MRS CAROLYN O'DONOHUE			6418				0.00	%			6,418				-				0.00	%
MS REBECCA CAVANAGH			6377				0.00	%			6,377				-				0.00	%
MR NICHOLAS HARRINGTON			6350				0.00	%			6,350				-				0.00	%
MR RUSSEL ANTHONY VAN ROOYEN & MRS STARLING JEAN VAN ROOYEN <VAN ROOYEN SUPER FUND A/C>			6334				0.00	%			6,334				-				0.00	%
MS ELIZABETH AGNES CROSS			6298				0.00	%			6,298				-				0.00	%
TURNATON PTY LTD <TURNATON SUPER FUND> C/-HANSENS ACCOUNTANTS PTY LTD			6270				0.00	%			6,270				-				0.00	%
MR RONALD NICHOLSON			6250				0.00	%			6,250				-				0.00	%
MR SIMON GORDON MANNING			6227				0.00	%			6,227				-				0.00	%
MR ROBERT CHARLES WALTERS & MRS MARY ANN WALTERS			6075				0.00	%			6,075				-				0.00	%
MS JUDITH PEARCE			6052				0.00	%			6,052				-				0.00	%
MR ROGER ANTHONY WATTS & MRS JULIE DEIRDRE WATTS <CATCHPENNY SUPER FUND A/C>			6050				0.00	%			6,050				-				0.00	%
TODD DARREN,BOYCE			6027				0.00	%			6,027				-				0.00	%
MICHEAL ROGER,PEARS			6027				0.00	%			6,027				-				0.00	%
LIVIANA FORZA			6000				0.00	%			6,000				-				0.00	%
MR ALFRED AZZOPARDI			5978				0.00	%			5,978				-				0.00	%
MS ANTONIA AZZOPARDI			5978				0.00	%			5,978				-				0.00	%
MR RODERICK IAN DONALD & MRS SANDRA ELIZABETH DONALD			5938				0.00	%			5,938				-				0.00	%
BRIAN & VALDA,PHIPPS			5860				0.00	%			5,860				-				0.00	%
BRUCE, LUDEWIGS <LUDEWIGS RETIREMENT FUND>			5860				0.00	%			5,860				-				0.00	%
WILLIAM DANIEL , GOLLOP			5860				0.00	%			5,860				-				0.00	%
CHRISTINE HELEN,KEMP			5860				0.00	%			5,860				-				0.00	%
JANINE,LAHEY			5860				0.00	%			5,860				-				0.00	%
KAREN LESLEY & PETER JAMES CRAMP < CRAMP FAMILY SUPER FUND>			5860				0.00	%			5,860				-				0.00	%
LIONEL,DEWSNAP			5860				0.00	%			5,860				-				0.00	%
MICK & MAGGIE, ROWLINGSON			5860				0.00	%			5,860				-				0.00	%
MIKE,STELLER <EADG PTY LTD A/C>			5860				0.00	%			5,860				-				0.00	%
TEMISTOCOLES, VANIERIS			5860				0.00	%			5,860				-				0.00	%
MR PAUL CAMPLIN & MRS ELIZABETH CAMPLIN <THE P AND E A/C>			5758				0.00	%			5,758				-				0.00	%
MR ROGER MARTYN DART <R M DART FAMILY A/C>			5758				0.00	%			5,758				-				0.00	%
MR PAUL KARGER			5758				0.00	%			5,758				-				0.00	%
MS IRENE PATRICIA KIMBER			5715				0.00	%			5,715				-				0.00	%
3 BOTS PTY LTD <WATSON FAMILY A/C>			5660				0.00	%			5,660				-				0.00	%
MANIC INVESTMENTS PTY LTD <CORICA FAMILY A/C>			5660				0.00	%			5,660				-				0.00	%
MS TINA MARIA MATANIC			5621				0.00	%			5,621				-				0.00	%
MR RODNEY FAGG & MRS JULIE FAGG <SUPER FUND A/C>			5607				0.00	%			5,607				-				0.00	%
MRS CINDY LOUISE HUPPATZ			5588				0.00	%			5,588				-				0.00	%
MR PAUL TOSIN & MS ELIZABETH FLORENCE KINNON <TK UNIT A/C>			5584				0.00	%			5,584				-				0.00	%

 

  

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
MR JASON SOURASIS			5550				0.00	%			5,550				-				0.00	%
MRS CHRISTINA MARY DUMARESQ			5519				0.00	%			5,519				-				0.00	%
MR BRETT PURCHASE & MRS ROBYN PURCHASE <BREYN SUPER FUND A/C>			5512				0.00	%			5,512				-				0.00	%
MR NEVELLE WATERS			5482				0.00	%			5,482				-				0.00	%
MR JASON LEE PATTERSON			5450				0.00	%			5,450				-				0.00	%
MR MALCOLM ANDREW WARREN & MRS NOLA JOY WARREN			5415				0.00	%			5,415				-				0.00	%
MR PHIL WOOD <PHIL WOOD FAMILY S/F A/C>			5374				0.00	%			5,374				-				0.00	%
MR RICHARD WILLIS & MRS GORDANA BLAZEVIC <SERENDIPITY SUPER FUND A/C>			5341				0.00	%			5,341				-				0.00	%
FRESH HOLDINGS PTY LTD			5314				0.00	%			5,314				-				0.00	%
MR THOMAS HILLARDT			5314				0.00	%			5,314				-				0.00	%
MR PAUL CONNOLLY			5232				0.00	%			5,232				-				0.00	%
MR MICHAEL HARTLEY <MIDORIS SUPER FUND A/C>			5124				0.00	%			5,124				-				0.00	%
MR GEOFFREY WERRETT FRENCH & MS JACQUELINE GIBSON <LIFE ENRICHMENT ENT S/F A/C>			5110				0.00	%			5,110				-				0.00	%
MR JOSEPH SULTANA & MRS ANTOINETTE SULTANA			5110				0.00	%			5,110				-				0.00	%
BRISTOW INVESTMENTS PTY LTD <THE BRISTOW SUPER FUND A/C>			5055				0.00	%			5,055				-				0.00	%
MS RONA KAY DOUGLAS			5016				0.00	%			5,016				-				0.00	%
MR FILIP TORTEVSKI			5003				0.00	%			5,003				-				0.00	%
MR PETER ANDREW ANTHONSEN			5000				0.00	%			5,000				-				0.00	%
DR JOHN DAVID BARRINGTON SWAN& MRS PATRICIA SHEILA SWAN <J D B SWAN SUPER FUND A/C>			5000				0.00	%			5,000				-				0.00	%
MR JUSTIN ANTHONY CAMDEN			4980				0.00	%			4,980				-				0.00	%
PETRACH NOMINEES PTY LIMITED <S A CARROLL SUPER FUND A/C>			4979				0.00	%			4,979				-				0.00	%
MR STEVEN SMITH & MRS LEANNE SMITH <SW SMITH FAMILY A/C>			4977				0.00	%			4,977				-				0.00	%
OLDFIELD KNOTT ARCHITECTS PTY LTD <OLDFIELD KNOTT S/F A/C>			4906				0.00	%			4,906				-				0.00	%
MR SOFIANOS ANDRIKOPOULOS & MRS YIOTA ANDRIKOPOULOS			4905				0.00	%			4,905				-				0.00	%
MR MICHAEL CARTY & MRS NICOLE CARTY			4905				0.00	%			4,905				-				0.00	%
MR MICHAEL GROCOCK & MRS JODIE GROCOCK			4905				0.00	%			4,905				-				0.00	%
MS PAULINE MALONEY			4905				0.00	%			4,905				-				0.00	%
MR FRANCESCO MANZI			4905				0.00	%			4,905				-				0.00	%
MR MYREE ANNETTE MORSI			4905				0.00	%			4,905				-				0.00	%
MRS JOANNE OLIVER & MR KIRK OLIVER			4905				0.00	%			4,905				-				0.00	%
MR PHILLIP JOHN TENNI			4905				0.00	%			4,905				-				0.00	%
MS NELUKSHI WIJETUNGA			4905				0.00	%			4,905				-				0.00	%
MR GAVIN RAYMOND WOLSKI & MRS JUNE ELLEN WOLSKI <HADEN WOLSKI FAM SUPER A/C>			4808				0.00	%			4,808				-				0.00	%
MS GWYN CHAPLAIN			4779				0.00	%			4,779				-				0.00	%
MS JANINA RATKEVICIUS			4750				0.00	%			4,750				-				0.00	%
MS BARBARA MERREN BREMNER			4697				0.00	%			4,697				-				0.00	%
MR ROBERT WAYNE HALLS & MRS JUDITH HALLS <KLAW SUPER FUND A/C>			4650				0.00	%			4,650				-				0.00	%
MR JOHN GIORDMAINA			4622				0.00	%			4,622				-				0.00	%
MR FRANK DAVIES <F & ME DAVIES A/C>			4599				0.00	%			4,599				-				0.00	%
MRS ROSEMARY STONE			4570				0.00	%			4,570				-				0.00	%
MR DAVID SKINNER			4549				0.00	%			4,549				-				0.00	%

 

  

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
MRS VIRGINIA DALZOTTO & MR GEORGE DALZOTTO			4298				0.00	%			4,298				-				0.00	%
MISS KYLIE REBECCA HARRIS & MR MICHAEL HENRY SMITH			4252				0.00	%			4,252				-				0.00	%
MR BEN JONES			4231				0.00	%			4,231				-				0.00	%
MR ATTILIO IMPERATORI & MRS CHRISTINE HELEN LOUISE IMPERATORI			4212				0.00	%			4,212				-				0.00	%
MS ANNIKA DILLENBECK			4202				0.00	%			4,202				-				0.00	%
BELLERISE PTY LIMITED <SUPERANNUATION FUND A/C>			4126				0.00	%			4,126				-				0.00	%
JOSAN CONSULTANTS PTY LTD <THE DAVIS FAMILY A/C>			4088				0.00	%			4,088				-				0.00	%
MRS SEEMA KINGER & MR SANJAY KINGER			4088				0.00	%			4,088				-				0.00	%
MR MARK THEODORE OHLSSON			4088				0.00	%			4,088				-				0.00	%
MS DIANNE STEPHANDELLIS			4088				0.00	%			4,088				-				0.00	%
MS GINA STAMATELOPOULOS <FREE WILL FUND A/C>			4079				0.00	%			4,079				-				0.00	%
MR RODNEY JAMES MACKAY & MR JOHN ANDREW ALLEN <MACKAY & ALLEN STAFF S/F A/C>			4071				0.00	%			4,071				-				0.00	%
MRS TRILAS MATESHA LEEMAN			4060				0.00	%			4,060				-				0.00	%
MR ANDREW DUC NGHIA TRAN			3991				0.00	%			3,991				-				0.00	%
MR COLIN J STRICKLAND & MRS GAIL STRICKLAND <STRICKLAND SUPER FUND A/C>			3986				0.00	%			3,986				-				0.00	%
MR WALLY MUHIEDDINE			3969				0.00	%			3,969				-				0.00	%
MR TIMOTHY RAMSEY & MRS JODIE RAMSEY			3951				0.00	%			3,951				-				0.00	%
CLIMAX HOLDINGS PTY LIMITED			3940				0.00	%			3,940				-				0.00	%
MR DAVID WALLACE			3924				0.00	%			3,924				-				0.00	%
MRS HELEN D ANTHONY			3890				0.00	%			3,890				-				0.00	%
MR MERVYN VICTOR DUNKIN & MRS JEANETTE CLYDA DUNKIN			3843				0.00	%			3,843				-				0.00	%
WOO JIE MING			3679				0.00	%			3,679				-				0.00	%
NYCOR SUPER PTY LTD <NYCOR SUPER FUND A/C>			3679				0.00	%			3,679				-				0.00	%
MR STEWART PALMER			3677				0.00	%			3,677				-				0.00	%
MRS RONISE BARR			3547				0.00	%			3,547				-				0.00	%
MR JOHN BARR & MRS RONICE BARR			3504				0.00	%			3,504				-				0.00	%
MRS RONISE EDITH BARR & MR JOHN JAMES BARR <BARR SUPER FUND A/C>			3504				0.00	%			3,504				-				0.00	%
MS ANNA SII			3493				0.00	%			3,493				-				0.00	%
MR MARK STUART PAGE & MRS ODETTE MARGARET PAGE			3467				0.00	%			3,467				-				0.00	%
MR MARTIN MACKENZIE & MRS MARY MACKENZIE			3375				0.00	%			3,375				-				0.00	%
MS LIANE TAYLOR			3368				0.00	%			3,368				-				0.00	%
MR ANTHONY MALCOLM BADGER			3306				0.00	%			3,306				-				0.00	%
MR KENNETH JAMES POLS			3305				0.00	%			3,305				-				0.00	%
MR BERKELEY MCLEISH WYNNE			3299				0.00	%			3,299				-				0.00	%
MS ROSEMARY ETHEL WYNNE			3299				0.00	%			3,299				-				0.00	%
MNE-LONGTIME PTY LTD <MNE FAMILY A/C>			3270				0.00	%			3,270				-				0.00	%
MR KARL UNTERFRAUNER & MRS MICHELE UNTERFRAUNER <UNTERFRAUNER FAMILY A/C>			3270				0.00	%			3,270				-				0.00	%
MS JENNA FORD <FARAWAY SUPER FUND A/C>			3219				0.00	%			3,219				-				0.00	%
MR GAVIN JAMES WOODROW			3219				0.00	%			3,219				-				0.00	%
MISS MELISSA MAREE PARK			3175				0.00	%			3,175				-				0.00	%
MR JOHN MARY CAUCHI			3132				0.00	%			3,132				-				0.00	%

 

  

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
MR DANIEL EVERINGHAM			3092				0.00	%			3,092				-				0.00	%
MR DARREN ROBERT PUTLAND			3066				0.00	%			3,066				-				0.00	%
MR MARTIN GRAHAM CHAPMAN & MRS AUDREY CHAPMAN			3053				0.00	%			3,053				-				0.00	%
MS ESTHER ANNE HAMELINK			3035				0.00	%			3,035				-				0.00	%
MR FRASER HILL STEVENS & MRS LORNA ROSE STEVENS			3025				0.00	%			3,025				-				0.00	%
MS SHEILA CUMMINS			3000				0.00	%			3,000				-				0.00	%
LEE NEWMAN			3000				0.00	%			3,000				-				0.00	%
MS KRISTY NEWMAN			3000				0.00	%			3,000				-				0.00	%
MS MEGAN NEWMAN			3000				0.00	%			3,000				-				0.00	%
MS ELIZABETH ALISON THUAN			3000				0.00	%			3,000				-				0.00	%
MR RUSSELL C DUNKIN			2969				0.00	%			2,969				-				0.00	%
MR MICHAEL JAMES MCAULIFFE			2931				0.00	%			2,931				-				0.00	%
BBG CONSULTING PTY LTD <BBG CONSULTING S/F A/C>			2924				0.00	%			2,924				-				0.00	%
LIMBRE PTY LTD <GARTON SUPER FUND A/C>			2876				0.00	%			2,876				-				0.00	%
MR DAVID WARREN & MS ANN JEFFERY <JEFFERY WARREN S/F A/C>			2875				0.00	%			2,875				-				0.00	%
MR THOMAS ASHCROFT & MRS JULIA PATRICIA ASHCROFT			2868				0.00	%			2,868				-				0.00	%
MR PETER SCOTT <SCOTT SUPER FUND A/C>			2860				0.00	%			2,860				-				0.00	%
MR PHILIP ROSS SMITH			2838				0.00	%			2,838				-				0.00	%
MR NEIL ARTHUR YOUNG & MRS HEATHER JUNE YOUNG			2819				0.00	%			2,819				-				0.00	%
MR DAVID JOHN PLEDGER			2781				0.00	%			2,781				-				0.00	%
MR TREVOR DUNSHEA & MRS BEVERLEY DUNSHEA <DUNSHEA SUPER FUND A/C>			2750				0.00	%			2,750				-				0.00	%
MR BARRY ALAN ELMS			2700				0.00	%			2,700				-				0.00	%
GOOD NEWS MARKETING PTY LTD			2656				0.00	%			2,656				-				0.00	%
MR BRETT JOHN WARD			2540				0.00	%			2,540				-				0.00	%
MR GLEN HAWKINS <THE HAWKS DISCRETIONARY A/C>			2538				0.00	%			2,538				-				0.00	%
MR DWAYNE DAVID SPARKES			2525				0.00	%			2,525				-				0.00	%
MR MICHAEL CHRISAFIS			2523				0.00	%			2,523				-				0.00	%
CASCADE HOLDINGS PTY LTD <THE SYDNEY S/FUND A/C>			2500				0.00	%			2,500				-				0.00	%
MR WARWICK CLARKE			2500				0.00	%			2,500				-				0.00	%
MRS LEE ANN CONNOR			2500				0.00	%			2,500				-				0.00	%
CREDIT SUISSE LTD			2500				0.00	%			2,500				-				0.00	%
MR BRUCE ROSS HERIOT			2500				0.00	%			2,500				-				0.00	%
DR. WILLIAM ALEXANDER MACLAURIN			2500				0.00	%			2,500				-				0.00	%
MR GRANT ROSS MUNDAY			2500				0.00	%			2,500				-				0.00	%
MR STEVEN VUKOVIC			2500				0.00	%			2,500				-				0.00	%
MR TONI KILGOUR & MS KARLENE KILGOUR & MS DANIELLE KILGOUR			2495				0.00	%			2,495				-				0.00	%
MRS SHARON MAREE DELMENICO <DELMENICO SUPER FUND A/C>			2453				0.00	%			2,453				-				0.00	%
MR RICHARD FRIAR & MRS ALLISON FRIAR			2453				0.00	%			2,453				-				0.00	%
MS ROBYN LYNETTE HARRIS <ROBYN LYNETTE SUPR FND A/C>			2453				0.00	%			2,453				-				0.00	%
JASCO QLD PTY LTD			2453				0.00	%			2,453				-				0.00	%
MR JOHN PUGSLEY & MRS SUSAN PUGSLEY <PUGSLEY SUPER FUND A/C>			2453				0.00	%			2,453				-				0.00	%

 

  

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
MR CHRISTOPHER MARY RUYS & MRS ANNE VERONICA RUYS <RUYS FAMILY SUPER FUND A/C>			2453				0.00	%			2,453				-				0.00	%
MS LYNETTE KAY UNDERWOOD			2453				0.00	%			2,453				-				0.00	%
MR JIE MING WOO			2453				0.00	%			2,453				-				0.00	%
MR PHILIP ASHLEY WOOD & MRS ANNETTE WOOD <PHIL WOOD FAMILY S/F A/C>			2453				0.00	%			2,453				-				0.00	%
MR CAMERON JOHN WOODROW			2453				0.00	%			2,453				-				0.00	%
MRS MARJORIE CAROLE HUDSON			2420				0.00	%			2,420				-				0.00	%
MR ROCKY MARTIN <R & K MARTIN SUPER FUND A/C>			2398				0.00	%			2,398				-				0.00	%
R F W INVESTMENTS PTY LTD			2385				0.00	%			2,385				-				0.00	%
CLEMARA INVESTMENTS PTY LTD			2381				0.00	%			2,381				-				0.00	%
MR GIUSEPPE LAGANA & MRS VINCENZA LAGANA <LAGANA SUPER FUND A/C>			2381				0.00	%			2,381				-				0.00	%
MR EDWARD JOHN JEFFERY			2375				0.00	%			2,375				-				0.00	%
MR JIM VICTOR POOLEY			2371				0.00	%			2,371				-				0.00	%
MAX & CHARLIE GIRL PTY LTD <TOMMO'S FAMILY A/C>			2333				0.00	%			2,333				-				0.00	%
MRS RUTH LILLIAS WISE			2329				0.00	%			2,329				-				0.00	%
MR CHRISTOPHER CONSTANTINE ANTHONY & MRS HELEN MICHAEL ANTHONY <C & H ANTHONY SUPER FUND A/C>			2310				0.00	%			2,310				-				0.00	%
MR SAM BEST <BEST SUPER PENSION FUND A/C>			2294				0.00	%			2,294				-				0.00	%
MR KINGSLEY BASIL DEACON <DEACON SUPER FUND A/C>			2252				0.00	%			2,252				-				0.00	%
MR JOHN CAMPBELL & MRS WENDY CAMPBELL			2251				0.00	%			2,251				-				0.00	%
MISS TERRY ANN ROTH			2249				0.00	%			2,249				-				0.00	%
MR PETER KRIKKE			2187				0.00	%			2,187				-				0.00	%
MR WILTON KWAN YUN WONG <WONG RS SUPERANNUATION A/C>			2150				0.00	%			2,150				-				0.00	%
MR DAMON CROSBY RAMSEY			2143				0.00	%			2,143				-				0.00	%
MR DAVID STANFORD <DAVIC HOLDINGS A/C>			2134				0.00	%			2,134				-				0.00	%
MRS VICTORIA JANE STANFORD <DAVIC HOLDINGS A/C>			2134				0.00	%			2,134				-				0.00	%
MRS MEREDITH ANNE PRUYN			2129				0.00	%			2,129				-				0.00	%
MR IAN STEWART VAN DER WERFF			2126				0.00	%			2,126				-				0.00	%
MR BRIAN GARNETT & MRS SUSAN GARNETT <THE GARNETT FAMILY A/C>			2109				0.00	%			2,109				-				0.00	%
MR BARRY FREDERICK GEORGE LISTER & MRS DEANNE ISOBEL AYLIFFE			2105				0.00	%			2,105				-				0.00	%
NYCOR SUPER PTY LTD <NYCOR ENGINEERING P/L SF A/C>			2101				0.00	%			2,101				-				0.00	%
MR VINCENT SAINATO			2100				0.00	%			2,100				-				0.00	%
MR GARY STONE			2080				0.00	%			2,080				-				0.00	%
MR CRAIG STEWART & MRS TERESA STEWART			2055				0.00	%			2,055				-				0.00	%
MR WILLIAM LAZARO			2044				0.00	%			2,044				-				0.00	%
MRS GINA LICATA & MR RENATO LICATA			2044				0.00	%			2,044				-				0.00	%
MR ALLAN D FOX <GOOD NEWS MARKETING P/L A/C>			2025				0.00	%			2,025				-				0.00	%
MRS LISA SEALE & MR RYDALL TERANCE SEALE <R & L SEALE SUPER FUND A/C>			2008				0.00	%			2,008				-				0.00	%
MR GREG MCADAM <DOUGLAS MCADAM A/C>			1995				0.00	%			1,995				-				0.00	%
MRS JENNIFER MARGARET ROSEVEAR			1979				0.00	%			1,979				-				0.00	%
MR JOHN STUART ELLIS			1969				0.00	%			1,969				-				0.00	%
CECIL KEID <AJ KING & CO S/F A/C>			1969				0.00	%			1,969				-				0.00	%
MRS VICKI CHRISAFIS			1968				0.00	%			1,968				-				0.00	%

 

  

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
C B O ASSET MANAGEMENT PTY LTD			1962				0.00	%			1,962				-				0.00	%
CORAL RANGE PTY LTD			1962				0.00	%			1,962				-				0.00	%
DRALLOP PTY LTD <PB SUPER FUND A/C>			1962				0.00	%			1,962				-				0.00	%
MR ANTHONY MICHAEL KEATING			1962				0.00	%			1,962				-				0.00	%
OLDFIELD KNOTT ARCHITECTS PTY LTD			1962				0.00	%			1,962				-				0.00	%
MR CHRISTOPHER BERNARD OLDFIELD & MR IAN BERNARD OLDFIELD <C B OLDFIELD SUPER FUND A/C>			1962				0.00	%			1,962				-				0.00	%
RAEDEL PTY LTD			1962				0.00	%			1,962				-				0.00	%
MR DION VLAHOS			1962				0.00	%			1,962				-				0.00	%
MR ETHAN VLAHOS			1962				0.00	%			1,962				-				0.00	%
MS COLLEEN VLAHOS			1962				0.00	%			1,962				-				0.00	%
SERDONE PTY LTD <ARGYLE BUS SYS EXEC S/F A/C>			1956				0.00	%			1,956				-				0.00	%
MR RON WILLIAMS & MRS CAROL WILLIAMS			1952				0.00	%			1,952				-				0.00	%
MS NEITA KENDRICK <NEITA LAURA KENDRICK A/C>			1947				0.00	%			1,947				-				0.00	%
MR GEOFFREY DAVID PETERS & MRS LYNNE MARGARET PETERS <PETERS & GARNER SUPER A/C>			1916				0.00	%			1,916				-				0.00	%
MR ANTHONY CICCARELLI			1892				0.00	%			1,892				-				0.00	%
MRS CARLA CICCARELLI			1892				0.00	%			1,892				-				0.00	%
MRS GIULIANA DALL-ALBA			1892				0.00	%			1,892				-				0.00	%
MR BYRON HARRIS MARK			1892				0.00	%			1,892				-				0.00	%
MR NICHOLAS PETER MARK			1892				0.00	%			1,892				-				0.00	%
MS NATALIE ROSE-MARIE MARK			1892				0.00	%			1,892				-				0.00	%
MR DONALD JAMES GIBSON & MRS DAWN ELIZABETH GIBSON			1840				0.00	%			1,840				-				0.00	%
MR DAVID ANDREW BOOTH & MRS KAY MARIE BOOTH			1825				0.00	%			1,825				-				0.00	%
MR PETER EDMUND BURKE			1812				0.00	%			1,812				-				0.00	%
MR ADRIAN WYBORN			1800				0.00	%			1,800				-				0.00	%
MR TREVOR COE <HARVEST SUPER FUND A/C>			1795				0.00	%			1,795				-				0.00	%
MRS JANICE MARGARET OLDFIELD			1788				0.00	%			1,788				-				0.00	%
MRS KAREN LEE-ANNE PARKER			1778				0.00	%			1,778				-				0.00	%
MR CHRISTOPHER RUYS & MRS ANNE RUYS			1762				0.00	%			1,762				-				0.00	%
TRIDU PTY LTD <FERNS SUPER FUND A/C>			1752				0.00	%			1,752				-				0.00	%
MR RICHARD ANTHONY GILI			1750				0.00	%			1,750				-				0.00	%
MR MARK ANDREW YON			1750				0.00	%			1,750				-				0.00	%
MS CORINNE SUE-TIN			1741				0.00	%			1,741				-				0.00	%
MR MICK ROWLINGSON & MRS MAGGIE ROWLINGSON			1735				0.00	%			1,735				-				0.00	%
MS CLAIRE MARGARET FLETCHER			1716				0.00	%			1,716				-				0.00	%
MRS DAWN LIPMAN			1695				0.00	%			1,695				-				0.00	%
TOTALLY ONE PTY LTD <LWFE SUPER FUND A/C>			1654				0.00	%			1,654				-				0.00	%
MS ANNE BIGELOW			1653				0.00	%			1,653				-				0.00	%
MS SHARYN D'ARCY			1653				0.00	%			1,653				-				0.00	%
MR EDMOND MONSOUR & MRS MARGARET MONSOUR			1653				0.00	%			1,653				-				0.00	%
MR MICHAEL SPARTELS & MRS DIANNE SPARTELS <M & D SPARTELS S/F A/C>			1650				0.00	%			1,650				-				0.00	%
MRS NATASA DENMAN & MR STUART LLOYD DENMAN			1635				0.00	%			1,635				-				0.00	%

 

  

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
MR MARIO FERNS <TRIDU PTY LTD A/C>			1611				0.00	%			1,611				-				0.00	%
MR JOHN EDWARD LA FRENTZ			1610				0.00	%			1,610				-				0.00	%
MR DIMITRIOS KATSOS & MS MARIA MITROPOULOS			1595				0.00	%			1,595				-				0.00	%
BOLZANO INVESTMENTS PTY LTD			1588				0.00	%			1,588				-				0.00	%
MR MALCOLM KAIN & MRS LILIANA KAIN <KAIN SUPER FUND A/C>			1586				0.00	%			1,586				-				0.00	%
MS MARILYN SULLIVAN			1586				0.00	%			1,586				-				0.00	%
MR FRANK L DAVIES			1577				0.00	%			1,577				-				0.00	%
TRIDU PTY LTD			1577				0.00	%			1,577				-				0.00	%
ROS SHAW			1572				0.00	%			1,572				-				0.00	%
MR DAVID JAMES PRICE			1566				0.00	%			1,566				-				0.00	%
MR RENALDO GAIETY			1545				0.00	%			1,545				-				0.00	%
MR PETER COGO & MRS MAUREEN COGO			1543				0.00	%			1,543				-				0.00	%
MR GRAEME GEORGE LARFIELD			1543				0.00	%			1,543				-				0.00	%
MS DIANE KAYE ZIPPEL			1543				0.00	%			1,543				-				0.00	%
MR CRAIG MICHAEL DELAHUNTY			1503				0.00	%			1,503				-				0.00	%
MR ROBERT GRANT FRASER & MS SHERIDAN LEE HONEY <LAPIN ET TIGRE S/FUND A/C>			1500				0.00	%			1,500				-				0.00	%
MR SEAN JAGO			1500				0.00	%			1,500				-				0.00	%
MR ADAM MALONEY			1493				0.00	%			1,493				-				0.00	%
MR THARANGA KUMARA PATHIRANAGE			1478				0.00	%			1,478				-				0.00	%
MR MATTHEW JAMES HOPKER LLEWELLYN			1472				0.00	%			1,472				-				0.00	%
MABETI PTY LIMITED <SUPERANNUATION FUND A/C>			1472				0.00	%			1,472				-				0.00	%
MRS NATASCHA RILEY <LES BICOUNETS A/C>			1472				0.00	%			1,472				-				0.00	%
MR PIETER G KRIKKE			1453				0.00	%			1,453				-				0.00	%
MRS ANNETTE BUDARICK <THE BUDARICK FAMILY A/C>			1450				0.00	%			1,450				-				0.00	%
EST GEOFFREY DEREK WILSON			1437				0.00	%			1,437				-				0.00	%
MR KENNETH JOHN RYAN & MRS KAY LORRAINE RYAN			1436				0.00	%			1,436				-				0.00	%
MR SAMMAR HANNA SOUSOU			1425				0.00	%			1,425				-				0.00	%
MR NICK ADAMIDIS			1421				0.00	%			1,421				-				0.00	%
MISS BRIDIE NUGENT			1408				0.00	%			1,408				-				0.00	%
MR MARK GREGORY HARPER & MRS MARGARET ELLEN HARPER			1387				0.00	%			1,387				-				0.00	%
JOHN ORLANDO PTY LIMITED			1375				0.00	%			1,375				-				0.00	%
MR SIMON GORDON MANNING & MRS BELINDA RUTH MANNING <S & B MANNING S/F A/C>			1359				0.00	%			1,359				-				0.00	%
MISS DIANNA ZIVANOVIC			1349				0.00	%			1,349				-				0.00	%
DR ABDUL RAHIM ABDULRAZACK <ABDULRAZACK SUPER FUND A/C>			1333				0.00	%			1,333				-				0.00	%
MR GREG MCADAM <HEATHER MCADAM A/C>			1308				0.00	%			1,308				-				0.00	%
MR SIMON DUPRE			1300				0.00	%			1,300				-				0.00	%
AL SQUARED PTY LTD <LEGGE FAMILY ACCOUNT>			1270				0.00	%			1,270				-				0.00	%
MR STEVEN MARK KEECH			1270				0.00	%			1,270				-				0.00	%
MR GLEN HAWKINS & MRS J HAWKINS <HAWKS DISCRETIONARY A/C>			1269				0.00	%			1,269				-				0.00	%
MR TIMOTHY WALTER LENNON & MRS NICOLE ANNE LENNON			1269				0.00	%			1,269				-				0.00	%
MR MOHAMAD ABAS			1263				0.00	%			1,263				-				0.00	%

 

  

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
DR BRADLEY GORDON LORRAWAY & DR LYNDA GAIL LORRAWAY <LORRAWAY FAMILY S/F A/C>			1250				0.00	%			1,250				-				0.00	%
MR JAMIE MCLAUGHLIN			1250				0.00	%			1,250				-				0.00	%
MR MARIO ANTONIO DE PETRO			1250				0.00	%			1,250				-				0.00	%
MR ALAN THYNNE & MRS JUDITH THYNNE <THYNNE FAMILY S/F A/C>			1250				0.00	%			1,250				-				0.00	%
MRS DENISE MARGARET HONEY			1243				0.00	%			1,243				-				0.00	%
MS ROBYN LYNETTE HARRIS & MR HOWARD JOHN GATELEY			1239				0.00	%			1,239				-				0.00	%
MISS MELISSA JANE NEWING			1237				0.00	%			1,237				-				0.00	%
AFHM PTY LTD <ANDREW MURRAY SUPERFUND A/C>			1227				0.00	%			1,227				-				0.00	%
MS LEONE SIGNA CATHERINE BALDOCK			1227				0.00	%			1,227				-				0.00	%
MS LEONIE S BALDOCK			1227				0.00	%			1,227				-				0.00	%
MR DEAN MARCON & MRS ANITA MARCON <MR RICARDO MARCON A/C>			1227				0.00	%			1,227				-				0.00	%
MRS ROBYN JAYNE WEST			1226				0.00	%			1,226				-				0.00	%
MRS MAREE LOVETT			1220				0.00	%			1,220				-				0.00	%
MR ADRIAN PETER COMMONS			1194				0.00	%			1,194				-				0.00	%
MS DEBRA MANNERING			1194				0.00	%			1,194				-				0.00	%
ADSON PTY LTD			1191				0.00	%			1,191				-				0.00	%
MRS KAREN LESLEY CRAMP & MR BENJAMIN LESLIE DARCY <CRAMP FAMILY S/F A/C>			1190				0.00	%			1,190				-				0.00	%
MR DONALD IAN PAYNE			1164				0.00	%			1,164				-				0.00	%
MRS SRIKANTHI MARIE WIJETUNGA			1163				0.00	%			1,163				-				0.00	%
MR WAYNE NAYLOR & MRS SUE NAYLOR <NAYLOR SUPER FUND A/C>			1157				0.00	%			1,157				-				0.00	%
MS SUE NAYLOR			1157				0.00	%			1,157				-				0.00	%
MR GREG MCADAM <ROSE MCADAM A/C>			1145				0.00	%			1,145				-				0.00	%
MS RENE KATE FULKO			1143				0.00	%			1,143				-				0.00	%
MR ROWAN DON MARSHALL & MR LEIGHTON ANGUS MARSHALL & MR OLIVER JAMES MARSHALL			1143				0.00	%			1,143				-				0.00	%
MS JANIS ROWELL			1137				0.00	%			1,137				-				0.00	%
MR FRANK THOMAS <TABBITAR PTY LTD S/F A/C>			1133				0.00	%			1,133				-				0.00	%
MR CHRISTOPHER GERALD O'DWYER			1125				0.00	%			1,125				-				0.00	%
MR SIMON SHEPPARD			1112				0.00	%			1,112				-				0.00	%
MR PHILIP MOORE			1102				0.00	%			1,102				-				0.00	%
MR PETER ERNEST HANSEN & MRS JOYCE MARION HANSEN			1095				0.00	%			1,095				-				0.00	%
BALANCED DEVELOPMENTS PTY LTD			1085				0.00	%			1,085				-				0.00	%
MS DANIELLE KILGOUR			1085				0.00	%			1,085				-				0.00	%
MRS EMMA JANE LAY			1075				0.00	%			1,075				-				0.00	%
MRS JODIE ANNE GROCOCK			1063				0.00	%			1,063				-				0.00	%
MR FRANCIS JOSEPH TENNI			1063				0.00	%			1,063				-				0.00	%
MR MARK BALICKI			1032				0.00	%			1,032				-				0.00	%
MR ANTHONY BENTLEY & MRS CHERYL BENTLEY			1028				0.00	%			1,028				-				0.00	%
MR GRAEME LEIGH SMITH			1028				0.00	%			1,028				-				0.00	%
MR GRAEME LEIGH SMITH <GL SMITH SUPER FUND A/C>			1028				0.00	%			1,028				-				0.00	%
MR SAMUEL ROBERT WILLIAMS			1027				0.00	%			1,027				-				0.00	%
MS ELIZABETH RUTH WILLIAMS			1027				0.00	%			1,027				-				0.00	%

 

  

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
MS JACQUELINE RUTH WILLIAMS			1027				0.00	%			1,027				-				0.00	%
MR SIMON JAMES CLOVER			1000				0.00	%			1,000				-				0.00	%
TONY HARGREAVES & ASSOCIATES PTY LTD			1000				0.00	%			1,000				-				0.00	%
MR COLIN JOHN DAMIANI			989				0.00	%			989				-				0.00	%
MS DIANE RUTH DAMIANI			989				0.00	%			989				-				0.00	%
RACHAEL ANNE JAY			985				0.00	%			985				-				0.00	%
MR JIM POOLEY <BALLIEBROOK HOLDINGS P/L ACC>			985				0.00	%			985				-				0.00	%
COAB PTY LTD			981				0.00	%			981				-				0.00	%
MR ANDREW SHAW & MS JOSEPHINE BURROWS			981				0.00	%			981				-				0.00	%
MR JOHN NEGHERBON & MRS CARMEL NEGHERBON			957				0.00	%			957				-				0.00	%
MR BRIAN JEFFREY PRICE & MRS CHRISTINE LEE PRICE			955				0.00	%			955				-				0.00	%
MR GRANT RUSSELL WOODROW			953				0.00	%			953				-				0.00	%
MS DOROTHY JEAN ELLIS <THE D ELLIS SUPER FUND A/C>			938				0.00	%			938				-				0.00	%
MR DANNY JOHN MARSON			925				0.00	%			925				-				0.00	%
MR CHRISTOPHER MARY RUYS <THE RUYS FAMILY A/C>			920				0.00	%			920				-				0.00	%
MRS JULIE ROBINSON			908				0.00	%			908				-				0.00	%
MS SUSNA LAI CHU LAU			907				0.00	%			907				-				0.00	%
MR SHANE ANDREWS			904				0.00	%			904				-				0.00	%
NEW GRANGE ESTATE PTY LTD			892				0.00	%			892				-				0.00	%
MR PETER MARSH & MRS DAWN MAY MARSH <BILSTAR SUPER FUND A/C>			890				0.00	%			890				-				0.00	%
RF WILMINK & FA WILMINK & JO WILMINK <WILMINK SUPER FUND A/C>			883				0.00	%			883				-				0.00	%
MR FRANK LESLIE DAVIES			879				0.00	%			879				-				0.00	%
MR DARREN EDWARDS			875				0.00	%			875				-				0.00	%
MR RAJINDER SINGH			875				0.00	%			875				-				0.00	%
MR TOM HILLARDT			874				0.00	%			874				-				0.00	%
MR GARY HOLMES & MRS JULIE HOLMES			855				0.00	%			855				-				0.00	%
MR MARCUS FINCH & MRS ROBYN ANN FINCH <LAPARINTA SUPER FUND A/C>			853				0.00	%			853				-				0.00	%
MS NICOLE MERDY			853				0.00	%			853				-				0.00	%
MS NICOLE M MERDY			853				0.00	%			853				-				0.00	%
MR ROBERT MALCOLM WILKIE			846				0.00	%			846				-				0.00	%
MS GAYLENE ANN DIAMOND			836				0.00	%			836				-				0.00	%
MRS MICHELLE MARIA NUGARA <OLIVIA & SHANIA NUGARA A/C>			818				0.00	%			818				-				0.00	%
MS MERREN BARBARA BREMNER			817				0.00	%			817				-				0.00	%
MRS ANNETTE BUDARICK			816				0.00	%			816				-				0.00	%
MR ANDREW MURRAY			816				0.00	%			816				-				0.00	%
MR GAVIN SEETO & MRS CECILIA SEETO <SEETO SUPER FUND A/C>			816				0.00	%			816				-				0.00	%
MR MALCOLM BUTLER & MRS LIDIANA BUTLER			813				0.00	%			813				-				0.00	%
J & A HEATH PTY LTD <WOODVILLE SUPER FUND A/C>			800				0.00	%			800				-				0.00	%
MR GEOFFREY CHARLES ROSEVEAR			798				0.00	%			798				-				0.00	%
ASTRABUILD PTY LIMITED <DIRECTORS SUPER FUND ACCOUNT>			794				0.00	%			794				-				0.00	%
MASCOTGLEN PTY LTD			794				0.00	%			794				-				0.00	%

 

  

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
NORMNCLAIR PTY LTD <NORMNCLAIR A/C>			794				0.00	%			794				-				0.00	%
MS JANICE LYNETTE EATELL			793				0.00	%			793				-				0.00	%
MS DESLEY HAWKINS			793				0.00	%			793				-				0.00	%
MR IAN HOMER & MRS JANINE HOMER			793				0.00	%			793				-				0.00	%
MRS ROBYN JAYNE LOFTS			793				0.00	%			793				-				0.00	%
MR KEITH SMITH & MS KERYN BRUMPTON			793				0.00	%			793				-				0.00	%
AVANTEOS INVESTMENTS LIMITED <AVANTEOS NO 1 A/C>			788				0.00	%			788				-				0.00	%
MR ALAN BURNS			778				0.00	%			778				-				0.00	%
MR MAREE LOVETT			775				0.00	%			775				-				0.00	%
MRS IRENE O'SULLIVAN & MS HELEN O'SULLIVAN <SUPERANNUATION FUND A/C>			775				0.00	%			775				-				0.00	%
MR RODNEY FAGG <RODNEY & JULIE FAGG S/F A/C>			767				0.00	%			767				-				0.00	%
MR WILLIAM FRASER & MRS YOLANTA FRASER			767				0.00	%			767				-				0.00	%
MR KEVIN JOHN HOWARD <SUPERANNUATION FUND A/C>			767				0.00	%			767				-				0.00	%
MR LEN MACLEAN <MACLEAN BUNGAY-FRITH A/C>			767				0.00	%			767				-				0.00	%
MR KEVIN SCAMBLER <JASCO QLD PTY LTD A/C>			767				0.00	%			767				-				0.00	%
MR GRAHAM RICHARD BENTLEY WILLIAMS			764				0.00	%			764				-				0.00	%
ROLA INVESTMENTS PTY LTD			762				0.00	%			762				-				0.00	%
MS ROSEMARY DAWN CHALKLEN			760				0.00	%			760				-				0.00	%
BUDGE COMPANY PTY LTD <THE BUDGE FAMILY A/C>			750				0.00	%			750				-				0.00	%
MISS CLAIRE CAMPBELL			750				0.00	%			750				-				0.00	%
MR KEITH FIEBIG & MRS WENDY FIEBIG			750				0.00	%			750				-				0.00	%
MR GRAHAM LEONARD GASTON <G L GASTON FAMILY A/C>			750				0.00	%			750				-				0.00	%
MS RACHAEL ANNE ISHERWOOD			750				0.00	%			750				-				0.00	%
MS WENDY KEOGH			750				0.00	%			750				-				0.00	%
MR CRAIG LEAK			750				0.00	%			750				-				0.00	%
MR GRAHAM LEAKE			750				0.00	%			750				-				0.00	%
MR COLIN JOHN THOMAS			750				0.00	%			750				-				0.00	%
MRS HEATHER DAWN BURNS			741				0.00	%			741				-				0.00	%
MR PAUL GERARD TOBIN			737				0.00	%			737				-				0.00	%
MRS JENNIFER MARGARET ROSEVEAR & MR GEOFFREY CHARLES ROSEVEAR <G & J ROSEVEAR SUPER A/C>			734				0.00	%			734				-				0.00	%
MR BRIAN PHIPPS & MRS VALDA PHIPPS			733				0.00	%			733				-				0.00	%
MR GAVIN GLENDINNING BARNES & MRS DIANNE FAYE BARNES			723				0.00	%			723				-				0.00	%
MR GREG PROSSER			719				0.00	%			719				-				0.00	%
MR GARRY ROY DUNSTAN & MRS SELINA JUNE DUNSTAN <THE DUNSTAN FAMILY S/F A/C>			714				0.00	%			714				-				0.00	%
MR EUGENE LOW			714				0.00	%			714				-				0.00	%
MR TODD DARREN BOYCE			704				0.00	%			704				-				0.00	%
INVESTMENT EVOLUTION LIMITED <DISSENTING SHAREHOLDERS A/C> LEVEL 57 MLC CENTRE			703				0.00	%			703				-				0.00	%
MR DANH TRAN			700				0.00	%			700				-				0.00	%
MR GEOFF WHITTOME <OCEAN EDGE HOLDINGS P/L A/C>			699				0.00	%			699				-				0.00	%
MR PAUL THOMAS LEWIS			690				0.00	%			690				-				0.00	%
MR JOHN CHARLES AGIUS			686				0.00	%			686				-				0.00	%

 

  

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
MR DAVID WATSON & MRS RUTH WATSON			684				0.00	%			684				-				0.00	%
DURAND HOLDINGS PTY LTD			675				0.00	%			675				-				0.00	%
MRS JENNIFER ROBYN RODERICK			668				0.00	%			668				-				0.00	%
MRS BETTY FREEMAN			663				0.00	%			663				-				0.00	%
MRS JODIE PENFOLD			661				0.00	%			661				-				0.00	%
DR CHRISTOPHER JOHN ORR <ORR SUPER FUND ACCOUNT>			650				0.00	%			650				-				0.00	%
MR CHRISTOPHER JOHN BUNNEY			635				0.00	%			635				-				0.00	%
MISS KAY ELIZABETH ARMOUR			625				0.00	%			625				-				0.00	%
MR DANIEL ELLIDGE			625				0.00	%			625				-				0.00	%
MR ANDREW FUDGE & MRS KAREN FUDGE <FUDGE FAMILY S/F A/C>			625				0.00	%			625				-				0.00	%
MR BYRON THANOPOULOS			625				0.00	%			625				-				0.00	%
MR BRIAN JOHN HUDSON			619				0.00	%			619				-				0.00	%
MRS SHARON DELMENICO & MR WESLEY DELMENICO <DELMENICO FAMILY A/C>			614				0.00	%			614				-				0.00	%
MRS LOREEN LAL			605				0.00	%			605				-				0.00	%
MR CHRISTOPHER BUNNEY			601				0.00	%			601				-				0.00	%
MR PAUL SOLOMON & MRS LEE SOLOMON			601				0.00	%			601				-				0.00	%
MS SHERIDAN LEE HONEY & MR ROBERT GRANT FRASER <LAPIN ET TIGRE SUPERANN A/C>			600				0.00	%			600				-				0.00	%
LH SCAMATON PROPERTY CORPORATION PTY LTD <THE RAINBOW FAMILY A/C>			600				0.00	%			600				-				0.00	%
PAGESO HOLDINGS PTY LTD <SOUTHERN SHARE TRADING A/C>			600				0.00	%			600				-				0.00	%
MR ROBERT JOHN SALVAIR			600				0.00	%			600				-				0.00	%
MR ROSS WILLIAM WARNER			600				0.00	%			600				-				0.00	%
MS KRISTEN YOUNG			600				0.00	%			600				-				0.00	%
MR PAUL MAXWELL FOX			598				0.00	%			598				-				0.00	%
MR RONALD D KING & MRS MADGE L KING <KING FAMILY SUPER FUND A/C>			590				0.00	%			590				-				0.00	%
MR GRAHAM EUGENE CROMB			588				0.00	%			588				-				0.00	%
MR MATTHEW TYSON KITCHENER			572				0.00	%			572				-				0.00	%
MR JOSEPH BARBA			557				0.00	%			557				-				0.00	%
MR WAYNE CONNELL & MRS MICHELLE CONNELL			555				0.00	%			555				-				0.00	%
MR DON FAIRBROTHER <FAIRBROTHER FAMILY A/C>			555				0.00	%			555				-				0.00	%
MS LOREEN LAL			550				0.00	%			550				-				0.00	%
MR MARK ROBERT AUSTIN			548				0.00	%			548				-				0.00	%
MR MATTHEW DOUGLAS MIDDLEMISS			544				0.00	%			544				-				0.00	%
MISS MARIA SZABO			540				0.00	%			540				-				0.00	%
MR ROGER S FOXTON & MRS JENNIFER S FOXTON			532				0.00	%			532				-				0.00	%
MISS DANIELLE THERESE MCINTYRE			529				0.00	%			529				-				0.00	%
MS BEVERLEY GORDON			528				0.00	%			528				-				0.00	%
MARIE ARIADHNE LABOUR			512				0.00	%			512				-				0.00	%
MRS EDITH BLEIER			502				0.00	%			502				-				0.00	%
MR GREGORY PAUL BUSS			500				0.00	%			500				-				0.00	%
MR MILAN DEBELAK			500				0.00	%			500				-				0.00	%
MR PAUL WILLIAM HUTCHINSON & MRS DEBBIE LEA HUTCHINSON			500				0.00	%			500				-				0.00	%

 

  

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
MS SARAH LEANNE O'DWYER			500				0.00	%			500				-				0.00	%
MRS NANETTE REX			500				0.00	%			500				-				0.00	%
DBH20 CONSULTING PTY LTD <DBH 20 CONSULTING S/F A/C>			481				0.00	%			481				-				0.00	%
CLEMARA SYNERGIES PTY LTD <CLEMARA SYNERGIES A/C>			477				0.00	%			477				-				0.00	%
MR ANDREW DURIEUX <ADSON PTY LTD A/C>			477				0.00	%			477				-				0.00	%
MR DEAN DAVID MARCON			477				0.00	%			477				-				0.00	%
MR EDWARD DAVID GALLOP			474				0.00	%			474				-				0.00	%
MR KEN RYAN & MRS KAY RYAN			469				0.00	%			469				-				0.00	%
MR GAVIN WOLSKI <HADEN WOLSKI FAM S/F A/C>			469				0.00	%			469				-				0.00	%
MISS KATE THERESE PENFOLD			465				0.00	%			465				-				0.00	%
MS NOELA FORD			463				0.00	%			463				-				0.00	%
MR REGINALD FREDERICK POULIER			456				0.00	%			456				-				0.00	%
MR JAMES ALLAN GORDON			455				0.00	%			455				-				0.00	%
MR ANTHONY HILTON & MRS KERON HILTON <FASS SUPER FUND A/C>			445				0.00	%			445				-				0.00	%
INVIA CUSTODIAN PTY LIMITED <TABAC NOMINEES PLS/FUND A/C>			445				0.00	%			445				-				0.00	%
RKO INVESTMENTS PTY LTD			438				0.00	%			438				-				0.00	%
MRS GENEVIEVE SIMKISS			434				0.00	%			434				-				0.00	%
MR SIMON QUIRK & MRS DEBORAH QUIRK			430				0.00	%			430				-				0.00	%
MISS ERRYN STANSFIELD SMITH			424				0.00	%			424				-				0.00	%
MR GEOFF SPENCER			423				0.00	%			423				-				0.00	%
MR HOAN LONG DU			413				0.00	%			413				-				0.00	%
MS PATRICIA JOAN HENDERSON			411				0.00	%			411				-				0.00	%
ABDUL RAHIM ADULRAZACK <ABDULRAZACK SUPER FUND A/C>			395				0.00	%			395				-				0.00	%
MR MARTIN EDWARD KAVANAGH			386				0.00	%			386				-				0.00	%
MR LOUIS JOSEPH GREALY			385				0.00	%			385				-				0.00	%
MR FRANK WILMINK & MRS JENNIFER WILMINK <WILMINK SUPER FUND A/C>			385				0.00	%			385				-				0.00	%
MR FRANK DAVIES & MRS MARGARET DAVIES			384				0.00	%			384				-				0.00	%
MR FRANK L DAVIES & MRS MARGARET E DAVIES			384				0.00	%			384				-				0.00	%
MR ANDREW F H MURRAY <AFHM PTY LTD A/C>			384				0.00	%			384				-				0.00	%
MR COLIN STRICKLAND & MRS GAIL STRICKLAND <THE C & G STRICKLAND S/F A/C>			384				0.00	%			384				-				0.00	%
BRADFIELD CREATIONS PTY LTD <BRADFIELD FAMILY A/C>			381				0.00	%			381				-				0.00	%
MR VINCENT SCULLI & MRS DORIS SCULLI			379				0.00	%			379				-				0.00	%
MR MICHAEL ZAHARIADIS			378				0.00	%			378				-				0.00	%
MR DAVID SIMS			375				0.00	%			375				-				0.00	%
MISS ELIZABETH SPENCER			375				0.00	%			375				-				0.00	%
LINDMAR PTY LTD			370				0.00	%			370				-				0.00	%
MRS SHARON DELMENICO & MR WESLEY DELMENICO			362				0.00	%			362				-				0.00	%
MRS MARYANNE SMITH & MR MALCOLM SMITH			350				0.00	%			350				-				0.00	%
MR KEITH CHARLES TRUSCOTT			338				0.00	%			338				-				0.00	%
MR ANDREW SCOTT NOBLE & MRS CAROL MARGARET NOBLE			326				0.00	%			326				-				0.00	%
MR GEORGE ANDREW DEAN & MRS LYNETTE FAITH DEAN			324				0.00	%			324				-				0.00	%

 

  

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
MR CAMERON WRIGHT <WRIGHT S/F A/C>			315				0.00	%			315				-				0.00	%
MR MALCOLM JOHN HILL			313				0.00	%			313				-				0.00	%
MR GEOFFREY WALTON & MR LEE WALTON			313				0.00	%			313				-				0.00	%
MR GIULIO MINUZZO			304				0.00	%			304				-				0.00	%
MR ROBERT WETTENHALL MCFARLAND & MR ERROLLY GLEN MCFARLAND			302				0.00	%			302				-				0.00	%
MR FRANK A WILMINK <WILMINK S/F A/C>			299				0.00	%			299				-				0.00	%
MISS LEAH COCHRANE			288				0.00	%			288				-				0.00	%
MR VINCE DEL POPOLO & MS KAREN ANNE DEL POPOLO <V & K DEL POPOLO SUPER A/C>			279				0.00	%			279				-				0.00	%
MR ANTHONY BADGER & MS LINDA KACHEL <SUPER FUND A/C>			278				0.00	%			278				-				0.00	%
MR MALCOLM HILL			278				0.00	%			278				-				0.00	%
MR NOEL JOHN LILL			278				0.00	%			278				-				0.00	%
MR BARRY JAMES SILLETT & MRS BEVERLEY ANN SILLETT			270				0.00	%			270				-				0.00	%
MRS ALLISON MARY FRIAR & MR RICHARD KEITH FRIAR			264				0.00	%			264				-				0.00	%
MR RONALD DAVID WILLIAMS & MRS CAROL ANN WILLIAMS			261				0.00	%			261				-				0.00	%
MRS DACE JOHNSON			259				0.00	%			259				-				0.00	%
MRS LISA MARIE SEALE			254				0.00	%			254				-				0.00	%
MR GEORGE KARANTZIAS			250				0.00	%			250				-				0.00	%
MR DAVID TIN-SING LAU			250				0.00	%			250				-				0.00	%
MS MARIE-THERESA O'DWYER			250				0.00	%			250				-				0.00	%
MR JARROD SHANE SMITH			250				0.00	%			250				-				0.00	%
MR ANDREW ROBERT NGUYEN THUAN			250				0.00	%			250				-				0.00	%
MR TRAVIS DALE HUDSON			246				0.00	%			246				-				0.00	%
NEWCED PTY LTD			244				0.00	%			244				-				0.00	%
MR PETER GOWAN <JUPEK PTY LTD A/C>			235				0.00	%			235				-				0.00	%
MRS GAYLE YVONNE TONSCHECK & MR LESTER JOHN TONSCHECK <L&G TONSCHECK SUPER FUND A/C>			233				0.00	%			233				-				0.00	%
MRS LAUREN KATHLENE GORDON			225				0.00	%			225				-				0.00	%
MR ANTONY JAMES HING			225				0.00	%			225				-				0.00	%
MISS KIRSTIN MILLER			225				0.00	%			225				-				0.00	%
MR GARRY DUNSTAN <DUNSTAN FAMILY S/FUND A/C>			224				0.00	%			224				-				0.00	%
MR DAVID J PRICE			224				0.00	%			224				-				0.00	%
MR KIRK WAYNE PURCHASE			218				0.00	%			218				-				0.00	%
MR WILLIAM NICHOLAS FRASER & MRS YOLANTA MARTA FRASER			214				0.00	%			214				-				0.00	%
MR PHILLIP HYAMS			214				0.00	%			214				-				0.00	%
MRS PATRICIA JOAN HENDERSON			212				0.00	%			212				-				0.00	%
MRS JODIE PENFOLD <LAURA PENFOLD ACCOUNT>			209				0.00	%			209				-				0.00	%
MR NEIL ANDREW CATO			208				0.00	%			208				-				0.00	%
MR GARRY CROSS			208				0.00	%			208				-				0.00	%
MR HOWARD JOHN GATELEY			205				0.00	%			205				-				0.00	%
MR ROSS HOWARD <R HOWARD RETIREMENT FUND A/C>			204				0.00	%			204				-				0.00	%
MR DAVID MACK <MACK FAMILY A/C>			204				0.00	%			204				-				0.00	%
MRS TONI MAE CAPUTO			202				0.00	%			202				-				0.00	%

 

  

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
MR STEPHEN JOHN COCKS			200				0.00	%			200				-				0.00	%
MR BRUCE LUDWIGS <LUDWIGS RETIREMENT FUND A/C>			196				0.00	%			196				-				0.00	%
MISS LEISA JAYNE PROVOST			168				0.00	%			168				-				0.00	%
MR STEPHEN GRABOWSKI			164				0.00	%			164				-				0.00	%
MR MICHAEL DENNIS BRAY			163				0.00	%			163				-				0.00	%
MR MICHAEL JOHN DUFFY			157				0.00	%			157				-				0.00	%
MR NATHAN KING			150				0.00	%			150				-				0.00	%
MR JOSEPH DAVID QUALTROUGH <THE JOSMAR A/C>			150				0.00	%			150				-				0.00	%
MR MICHAEL STELLER			150				0.00	%			150				-				0.00	%
MR SIMON DUPRE			149				0.00	%			149				-				0.00	%
MS TANIA MAREE HANN			149				0.00	%			149				-				0.00	%
MS SUSANA LAU			142				0.00	%			142				-				0.00	%
MR GARTH THOMAS SILVA			131				0.00	%			131				-				0.00	%
MR ANDREW CUNNINGHAM			130				0.00	%			130				-				0.00	%
MR GRAHAM AUSTIN ROWE & MRS SO SHAN ROWE <GRAHAM ROWE SUPER FUND A/C>			129				0.00	%			129				-				0.00	%
MRS ANNE RUYS <NAOMI NATHAN SIMON RUYS A/C>			126				0.00	%			126				-				0.00	%
MRS CORRIE MAY DE AZEVEDO			125				0.00	%			125				-				0.00	%
MR ROSS PHILIP BAUER & MRS CAROLYN ANNE BAUER			125				0.00	%			125				-				0.00	%
MRS JOAN MARION BRADBURY			125				0.00	%			125				-				0.00	%
MR STEPHEN JOHN DUFFY & MRS ALEXANDRA MARY DUFFY			125				0.00	%			125				-				0.00	%
MRS COLLEEN MARY MILLER			125				0.00	%			125				-				0.00	%
MR PERRY JOHN REGOLINI & MRS GABRIELLE SIMONE REGOLINI			125				0.00	%			125				-				0.00	%
W J RICHARDSON PTY LTD <RICHARDSON SUPER FUND A/C>			125				0.00	%			125				-				0.00	%
MS LEI XU			125				0.00	%			125				-				0.00	%
A A ANTHONY PTY LTD <A A ANTHONY FAMILY A/C>			123				0.00	%			123				-				0.00	%
MR DIMITRIOS KATSOS			123				0.00	%			123				-				0.00	%
MS KARLENE KILGOUR			123				0.00	%			123				-				0.00	%
KOSTEN PTY LTD			122				0.00	%			122				-				0.00	%
MRS LYNDA ELIZABETH SUGARS			122				0.00	%			122				-				0.00	%
ZISSOPOULOS TRANSPORT PTY LTD			122				0.00	%			122				-				0.00	%
MR SEAN MATTHEW MCNAMARA			120				0.00	%			120				-				0.00	%
MR PETER DURDIN			117				0.00	%			117				-				0.00	%
MR JOHN JAMES CAMPBELL & MRS WENDY BEATRIX CAMPBELL			116				0.00	%			116				-				0.00	%
MR PETER BARNES			115				0.00	%			115				-				0.00	%
MR DOMENIC DE LUCA & MRS ANTOINETTE DE LUCA <JULIAN DE LUCA A/C>			112				0.00	%			112				-				0.00	%
MR DOMENIC DE LUCA & MRS ANNE DE LUCA <THOMAS DE LUCA A/C>			112				0.00	%			112				-				0.00	%
MR CAMERON TERRY			111				0.00	%			111				-				0.00	%
MR WAYNE RICHARD BOSDEN & MRS FIONA JOY BOSDEN			110				0.00	%			110				-				0.00	%
MR RODNEY FAGG & MRS JULIE FAGG <SUPERANNUATION FUND A/C>			110				0.00	%			110				-				0.00	%
MR DEAN GILCHRIST			110				0.00	%			110				-				0.00	%
MR COLIN MANN & MRS SUE MANN			110				0.00	%			110				-				0.00	%

 

  

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
MR MARK BALLINGER <BALLINGER RETIREMENT FUND AC>			107				0.00	%			107				-				0.00	%
DAVKEN PTY LTD			107				0.00	%			107				-				0.00	%
MR MARK WILLIAM GOODWIN & MR LINDSAY JOHN GOODWIN <M GOODWIN SUPER FUND A/C>			107				0.00	%			107				-				0.00	%
MR ANDRE PAUL			107				0.00	%			107				-				0.00	%
MR LANCE PINK <BUGS BUNNY SUPER FUND A/C>			107				0.00	%			107				-				0.00	%
TANDARA PASTORAL CO PTY LTD			105				0.00	%			105				-				0.00	%
MR STEPHEN O'LOUGHLIN			104				0.00	%			104				-				0.00	%
MRS CHRISTINE MARY SMITH			101				0.00	%			101				-				0.00	%
TRANS PACIFIC HEALTH CARE LTD			101				0.00	%			101				-				0.00	%
MS IRMGARD JAUK			100				0.00	%			100				-				0.00	%
MS MARION JEAN FAINT			98				0.00	%			98				-				0.00	%
PILECOTE PTY LTD			97				0.00	%			97				-				0.00	%
MR COLIN JOHN STRICKLAND & MRS GAIL NARELLE STRICKLAND <THE C & G STRICKLAND S/F A/C>			97				0.00	%			97				-				0.00	%
MR ROBIN ROSS & MRS MARY ROSS			96				0.00	%			96				-				0.00	%
MRS ANNEKE WOOD			96				0.00	%			96				-				0.00	%
MR NICHOLAS PAUL CASEY & MRS MARGARET THERESE CASEY			93				0.00	%			93				-				0.00	%
MR STEPHEN JOHN MOFFATT			93				0.00	%			93				-				0.00	%
NETWEALTH INVESTMENTS LIMITED <WRAP SERVICES A/C> C/- CUSTODY DEPARTMENT			92				0.00	%			92				-				0.00	%
MR DOUGLAS SMITH CUTHILL			88				0.00	%			88				-				0.00	%
MR JOHN SAULO & MRS RUTH VIRGINIA SAULO			88				0.00	%			88				-				0.00	%
MR LIONEL CARL DEWSNAP			86				0.00	%			86				-				0.00	%
MS JENNA BARBARA FORD & MS WILHELMINA FORD <FARAWAY SUPER FUND A/C>			86				0.00	%			86				-				0.00	%
MR DAVID ARTHUR HOPE			86				0.00	%			86				-				0.00	%
KURRAJONG ENTERPRISES PTY LTD			86				0.00	%			86				-				0.00	%
NITASH PTY LTD <JOHNSTON FAMILY A/C>			86				0.00	%			86				-				0.00	%
MS DAWN UEBERGANG & MR LEE UEBERGANG			86				0.00	%			86				-				0.00	%
MRS CHRISTINA DAVIDSON & MR RUSSELL DAVIDSON			85				0.00	%			85				-				0.00	%
ANTONY ANDREW ANTHONY & CONSTANTINA ANTHONY & ANDREW ANTHONY & STAMATIA T ANTHONY <AA & A ANTHONY S/F A/C>			83				0.00	%			83				-				0.00	%
MS HELEN ANTHONY			83				0.00	%			83				-				0.00	%
MR BRUCE REGINALD LUDEWIGS			81				0.00	%			81				-				0.00	%
MR DAVID JOHN SMITHARD			78				0.00	%			78				-				0.00	%
MR VINCE BARTOLILLO			75				0.00	%			75				-				0.00	%
MR GEORGE VASILIOS COMINO			75				0.00	%			75				-				0.00	%
MRS MARGARET ROSE MCQUILLAN			75				0.00	%			75				-				0.00	%
MR PETER ROBERT SENG & MRS BRONWYN MARY SENG			75				0.00	%			75				-				0.00	%
MS JOANNE CONSTANCE WIENERT			75				0.00	%			75				-				0.00	%
MR SIMON DUPRE			74				0.00	%			74				-				0.00	%
MR NAUM VITANOVSKI			74				0.00	%			74				-				0.00	%
MOONGLADE PTY LTD <GLEESON FAMILY S/F A/C>			73				0.00	%			73				-				0.00	%
MR THOMAS ALEXANDER MCLEAN			72				0.00	%			72				-				0.00	%
REINHILD ERNA MCLEAN			72				0.00	%			72				-				0.00	%

 

 

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
MR BRENDON JAMES O'LOUGHLIN & MRS CHRISTINE LOUISE O'LOUGHLIN			72				0.00	%			72				-				0.00	%
MR ROBIN ROSS & MRS NICOLE ROSS			66				0.00	%			66				-				0.00	%
MR STEPHEN ROSS			66				0.00	%			66				-				0.00	%
MS KYLIE HARRISON			63				0.00	%			63				-				0.00	%
MR NORMAN AVERY			61				0.00	%			61				-				0.00	%
MR RUSSELL CRAIG DUNKIN			61				0.00	%			61				-				0.00	%
MR VALLABHADAS PATEL			61				0.00	%			61				-				0.00	%
MR NARANDRAKUMAR NARSAI			59				0.00	%			59				-				0.00	%
MS TAIER BAGE			55				0.00	%			55				-				0.00	%
MR DESMOND RONALD HALL & MRS KAY PATRICIA HALL			55				0.00	%			55				-				0.00	%
MR MATHEW KROPMAN & MRS ANNE KROPMAN			55				0.00	%			55				-				0.00	%
MR HAROLD ROTH MARTIN & MRS KRISTENE BETTY MARTIN <R & K MARTIN SUPER FUND A/C>			55				0.00	%			55				-				0.00	%
MS LEANNE WIGRAFT			55				0.00	%			55				-				0.00	%
MR JAMES WARREN ALCORN			54				0.00	%			54				-				0.00	%
MR TODD FAIRBURN			54				0.00	%			54				-				0.00	%
HEATHER HANCOCK			54				0.00	%			54				-				0.00	%
MR BRUCE JONES & MRS LYNETTE JONES			54				0.00	%			54				-				0.00	%
MR JOHN KELLY & MRS DOMINIQUE KELLY <KELLY KELLY & ASSOC S/F A/C>			54				0.00	%			54				-				0.00	%
MR JOHN ROGER WILSON			54				0.00	%			54				-				0.00	%
MR GEOFFREY L MCKENZIE & MRS SUSAN MAREE MCKENZIE <MCKEWBURN SUPER FUND A/C>			52				0.00	%			52				-				0.00	%
MR FRANCIS WILLIAM DAVIS			49				0.00	%			49				-				0.00	%
MR LLOYD MCDONALD			49				0.00	%			49				-				0.00	%
MR SHANNON HANDLEY			44				0.00	%			44				-				0.00	%
MS KATHLEEN SALOMONS			44				0.00	%			44				-				0.00	%
MR STEVEN WAYNE SMITH & MRS LEANNE KAY SMITH <STEVEN W SMITH FAMILY A/C>			44				0.00	%			44				-				0.00	%
MR CLIVE BALL			43				0.00	%			43				-				0.00	%
BALLIEBROOK HOLDINGS PTY LTD			43				0.00	%			43				-				0.00	%
MR GREGORY JOHN BEAVER & MRS SANDRA JEAN BEAVER <THE BEAVER SUPER FUND A/C>			43				0.00	%			43				-				0.00	%
GAY BURGE			43				0.00	%			43				-				0.00	%
MS YVETTE CARROLL			43				0.00	%			43				-				0.00	%
MR BRETT JOHN CONROY & MS SUZANNA KASTELIC			43				0.00	%			43				-				0.00	%
MR ROBERT COSTIGAN & MRS ROSALIE COSTIGAN			43				0.00	%			43				-				0.00	%
MR BARRY CUTHBERT			43				0.00	%			43				-				0.00	%
MR IAN DOYLE			43				0.00	%			43				-				0.00	%
MR JOHN ELLIS			43				0.00	%			43				-				0.00	%
MS LOUISE JANE FAULKNER			43				0.00	%			43				-				0.00	%
MR DESMOND RONALD HALL			43				0.00	%			43				-				0.00	%
MR NOEL HARDINGHAM & MRS SUE HARDINGHAM			43				0.00	%			43				-				0.00	%
MS DESLEY ANN HAWKINS			43				0.00	%			43				-				0.00	%
MR MURRAY HIGHT & MRS FERN HIGHT			43				0.00	%			43				-				0.00	%
MR MALCOLM HILL & MRS KHRISTINE HILL			43				0.00	%			43				-				0.00	%

 

  

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
MR BRIAN HUDSON			43				0.00	%			43				-				0.00	%
MR LEE LEE INGRAM			43				0.00	%			43				-				0.00	%
JASCO QLD PTY LTD <JAALMEG DISCRETIONARY A/C>			43				0.00	%			43				-				0.00	%
RACHAEL JAY			43				0.00	%			43				-				0.00	%
LESLEY A JURY & KEVIN C LUSCOMBE <THE BOWLED OVER S/F A/C>			43				0.00	%			43				-				0.00	%
MS DANIELLE KILGOUR & MS TONI KILGOUR & MS KARLENE KILGOUR			43				0.00	%			43				-				0.00	%
MRS JANINE LAKEY			43				0.00	%			43				-				0.00	%
MR WAYNE WILLIAM LEWIS			43				0.00	%			43				-				0.00	%
MS JODIE LEWIS			43				0.00	%			43				-				0.00	%
MR JOHN H LLOYD & MRS SUSAN A LLOYD			43				0.00	%			43				-				0.00	%
MR ROBERT KEITH LYONS			43				0.00	%			43				-				0.00	%
MARCARUN PTY LTD <D R SCHROETER SUPER FUND A/C>			43				0.00	%			43				-				0.00	%
MATSTAR PTY LTD <WHITE ENTERPRISES S/F A/C>			43				0.00	%			43				-				0.00	%
MS NGAIRE MCCALLUM			43				0.00	%			43				-				0.00	%
MR WALTER VON OETTINGEN & MRS BEVERLEY VON OETTINGEN			43				0.00	%			43				-				0.00	%
P & S O'CONNOR PTY LTD <O'CONNOR SUPER FUND A/C>			43				0.00	%			43				-				0.00	%
MR ROBERT PAIGE			43				0.00	%			43				-				0.00	%
MS MARY-ANNE PHILLIPS			43				0.00	%			43				-				0.00	%
MS BERNADETTE PICKERING & MS CAROL JOHNSON			43				0.00	%			43				-				0.00	%
MR JOHN WILLIAM REINKE			43				0.00	%			43				-				0.00	%
MR MICHAEL ANTHONY ROWLINGSON& MRS MARGARET HELEN ROWLINGSON			43				0.00	%			43				-				0.00	%
MR KEN SAUL			43				0.00	%			43				-				0.00	%
MR CLIVE SEALY			43				0.00	%			43				-				0.00	%
MR PETER RICHARD SMITH			43				0.00	%			43				-				0.00	%
MR CHARLES STARKEY & MRS ANNE STARKEY			43				0.00	%			43				-				0.00	%
MR ALLAN DAVID SUTHERLAND & MRS DULCIE MAE SUTHERLAND			43				0.00	%			43				-				0.00	%
MR GRANT ALAN TURNER & MRS ANDREA KIRSTAN TURNER <THE TURNER SUPER FUND A/C>			43				0.00	%			43				-				0.00	%
MR THEMISTOCLES VANIERIS & MR DICK THEO QUALLY			43				0.00	%			43				-				0.00	%
MRS LEISA WARD & MR NIGEL WARD			43				0.00	%			43				-				0.00	%
MR MICHAEL WHITROW & MRS SUSANNE WHITROW			43				0.00	%			43				-				0.00	%
MR MELVYN WHITWORTH			43				0.00	%			43				-				0.00	%
MR PETER WOMERSLEY & MRS SIMONE WOMERSLEY <P&S WOMERSLEY SUPER FUND A/C>			43				0.00	%			43				-				0.00	%
MR STEVE ZISSOPOULOS			43				0.00	%			43				-				0.00	%
MR RON ANTHONY			42				0.00	%			42				-				0.00	%
MR KEITH DYKE & MRS SERENA DYKE			42				0.00	%			42				-				0.00	%
MR BRUCE REGINALD LUDEWIGS & MRS BELINDA ANN LUDEWIGS <LUDEWIGS RETIREMENT FUND A/C>			42				0.00	%			42				-				0.00	%
MR DAVID PRICE			42				0.00	%			42				-				0.00	%
MR JOHN E SYMONS			42				0.00	%			42				-				0.00	%
MR. GRAHAME WALTER JAMES WEST & MRS SUSAN LOLA WEST <WESTIES WEETWEET S/F A/C>			42				0.00	%			42				-				0.00	%
MR JOHN ROSSY KNOX & MRS DOROTHY MAY KNOX			41				0.00	%			41				-				0.00	%
MS SUSANA LAI CHU LAU			41				0.00	%			41				-				0.00	%

 

 

Name of Beneficial Owner		No. of Shares Owned Prior to Offering				Percent of Shares Owned Prior to Offering				No. of Shares Being Offered				No. of Shares Owned After Offering				Percent of Shares Owned After Offering
MR GARETH DAVID CHALKLEN & MRS ROSEMARY DAWN CHALKLEN			40				0.00	%			40				-				0.00	%
MS LORRAINE ELLIOTT			40				0.00	%			40				-				0.00	%
MR STUART MARK SMITH & MRS CAROL MARGARET SMITH <THE CORVETTE SUPER P/F A/C>			39				0.00	%			39				-				0.00	%
MS JOSEPHINE HEATHER HOWIE			38				0.00	%			38				-				0.00	%
MS CHERYL K MCEVOY			38				0.00	%			38				-				0.00	%
MS JACQUELINE NICOLLS			37				0.00	%			37				-				0.00	%
MS GLORIA KIRI WHITE			37				0.00	%			37				-				0.00	%
MISS AMY ALYCE WHITE			36				0.00	%			36				-				0.00	%
MR MYLES NORMAN DAVEY			35				0.00	%			35				-				0.00	%
MR LESLEY DOYLE			35				0.00	%			35				-				0.00	%
MR GARY JOHN HILL <KURT HILL CAR FUND A/C>			35				0.00	%			35				-				0.00	%
CHING NG			35				0.00	%			35				-				0.00	%
DR PHILIP JOSEPH RUARAIGH MCDONALD MOORE			35				0.00	%			35				-				0.00	%
MS BEVERLEY JUNE HILLIER			34				0.00	%			34				-				0.00	%
MS CAROLINE JOY WELLS			34				0.00	%			34				-				0.00	%
MR CRAIG WHITE & MRS JANET WHITE <THE GWANDOBAN S/F A/C>			34				0.00	%			34				-				0.00	%
MISS ESTHER LYNDAL BREEN			33				0.00	%			33				-				0.00	%
MR BENJAMIN MARTIN EDWARDS			33				0.00	%			33				-				0.00	%
MR MARK WISSMANN			32				0.00	%			32				-				0.00	%
MS SUI MING LEUNG			31				0.00	%			31				-				0.00	%
MRS REBECCA MCPHERSON & MRS JOHANNA MARIE CHETWYND <LMS INVESTMENT GROUP A/C>			31				0.00	%			31				-				0.00	%
MR LEON JOHN MUNCE			31				0.00	%			31				-				0.00	%
MS ANNE LYNETTE HICKS			30				0.00	%			30				-				0.00	%
MS CHERYL MCEVOY			30				0.00	%			30				-				0.00	%
MR ERIC R MCKEE & MRS YVONNE E MCKEE <NO 1 A/C>			30				0.00	%			30				-				0.00	%
MR ERIC R MCKEE & MRS YVONNE E MCKEE <NO 2 A/C>			30				0.00	%			30				-				0.00	%
MR GAVIN BING LEONG SEETO & MRS CECILIA SING WHYE SEETO <SEETO SUPER FUND A/C>			30				0.00	%			30				-				0.00	%
MR ROB MCFARLAND			29				0.00	%			29				-				0.00	%
MR PAUL CARTY			24				0.00	%			24				-				0.00	%
MAIN STREET REALTY PTY LTD <RYAN FAMILY SUPER FUND A/C>			23				0.00	%			23				-				0.00	%
MR DAVID BESSON & MRS LIZ BESSON			15				0.00	%			15				-				0.00	%
MRS MARGIE MCCLEELAND			12				0.00	%			12				-				0.00	%
MRS DEBBIE HANCOCK			10				0.00	%			10				-				0.00	%
MR GERARD LAVERY			3				0.00	%			3				-				0.00	%
			1,870,114,012				99.87	%			172,965,945				1,697,148,068				90.63	%

 

Securities Authorized for Issuance under Equity Compensation Plans

 

The following table sets forth securities authorized for issuance under any equity compensation plans approved by our shareholders as well as any equity compensation plans not approved by our shareholders as of December 31, 2013.

 

Plan category

Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)

Weighted average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Plans approved by our shareholders

-

-

-

Plans not approved by shareholders

-

-

-

 

DESCRIPTION OF SECURITIES

 

The following description of our capital stock is based upon our amended and restated articles of incorporation, as amended, our bylaws and applicable provisions of law, in each case as currently in effect. This discussion does not purport to be complete and is qualified in its entirety by reference to our amended and restated articles of incorporation, as amended, and our bylaws, copies of which are filed with the SEC as exhibits to the registration statement of which this prospectus is a part.

 

Authorized Capital Stock

 

As of the date of this prospectus, our authorized capital stock consists of (i) 2,500,000,000 shares of common stock, par value $0.001 per share, and (ii) 50,000,000 shares of preferred stock, par value $0.001 per share. At December 11, 2014, we had 1,872,598,662 shares of common stock issued and outstanding. At December 11, 2014, we had 1,000,000, 410,000, 400,025, 173,000, 461,000 and 1,400,000 shares of Series A, Series B, Series C, Series D, Series E and Series F preferred stock, respectively, issued and outstanding.

 

Common Stock

 

The holders of common stock are entitled to one vote per share on all matters submitted to a vote of shareholders, including the election of directors. There is no right to cumulate votes in the election of directors. The holders of common stock are entitled to any dividends that may be declared by the board of directors out of funds legally available for payment of dividends subject to the prior rights of holders of preferred stock and any contractual restrictions we have against the payment of dividends on common stock. In the event of our liquidation or dissolution, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding shares of preferred stock. Holders of common stock have no preemptive rights and have no right to convert their common stock into any other securities.

 

  

Preferred Stock

 

The preferred stock is issuable in one or more series with such designations, voting powers, if any, preferences and relative, participating, optional or other special rights, and such qualifications, limitations and restrictions, as are determined by resolution of our board of directors. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of our company without further action by shareholders and could adversely affect the rights and powers, including voting rights, of the holders of common stock.

 

Description of Series A Preferred Stock

 

Our amended and restated articles of incorporation, as amended, authorizes 1,000,000 shares of Series A preferred stock, 1,000,000 of which are outstanding as of December 11, 2014. There are no sinking fund provisions applicable to our Series A preferred stock.

 

Ranking. The Series A preferred stock ranks pari passu with any other series of preferred stock designated by the Company and not designated as senior securities or subordinate to the Series A preferred stock

 

Liquidation Preference. In the event of a liquidation or winding up of the Company, a holder of Series A preferred stock will be entitled to receive $1.00 per share of Series A preferred stock.

 

Dividends. The Series A preferred stock is entitled to receive 12% per annum dividends, paid monthly.

 

Conversion. Holders of Series A preferred shares have the following rights with respect to the conversion of Series A preferred shares into shares of our common stock:

 

	●	At any time after December 31, 2014 and upon notice provided by the holder to the Company, a holder has the right to convert, at face value per share, all or any portion of their Series A preferred shares into shares of our common stock on the basis of 400 shares of common stock for each share of Series A preferred stock so converted (the “Series A Conversion Ratio”).
	●	If at any time after the date of issuance of the Series A preferred stock, in the event the Company (i) makes or issues a dividend or other distribution payable in common stock (other than with respect to the Series A preferred stock); (ii) subdivides outstanding shares of common stock into a larger number of shares; or (iii) combines outstanding shares of common stock into a smaller number of shares; or (iv) conducts a rights offering to its existing shareholders, the Series A Conversion Ratio shall be adjusted appropriately.
	●	Except as otherwise provided in the amended and restated articles of incorporation, as amended, if the common stock issuable upon the conversion of the Series A preferred stock shall be changed into the same or different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise, then in each such event, the holder of each share of Series A preferred stock shall have the right thereafter to convert such share into the kind and amount of shares of stock and other securities and property receivable upon such capital reorganization, reclassification or other change by holders of the number of shares of common stock into which such shares of Series A preferred stock might have been converted immediately prior to such capital reorganization, reclassification or other change.

 

Voting. On all matters to come before our shareholders, holders of Series A preferred stock have that number of votes per share (rounded to the nearest whole share) equal to the product of: (a) the number of shares of Series A preferred stock held on the record date for the determination of the holders of the shares entitled to vote, or, if no record date is established, at the date such vote is taken or any written consent of shareholders is first solicited, and (b) 1001. The holders of Series A preferred shares vote together with the holders of the outstanding shares of all other capital stock of the Company (including and any other series of preferred stock then outstanding), and not as a separate class, series or voting group.

 

Redemption and Call Rights. The Series A preferred stock is not subject to any redemption rights on behalf of the Company or subject to call by any holder of Series A preferred stock.

 

  

Description of Series B Preferred Stock

 

Our amended and restated articles of incorporation, as amended, authorizes 410,000 shares of Series B preferred stock, 410,000 of which are outstanding as of December 11, 2014. There are no sinking fund provisions applicable to our Series B preferred stock.

 

Ranking. The Series B preferred stock ranks pari passu with any other series of preferred stock designated by the Company and not designated as senior securities or subordinate to the Series B preferred stock.

 

Liquidation Preference. In the event of a liquidation or winding up of the Company, a holder of Series B preferred stock will be entitled to receive $1.00 per share of Series B preferred stock.

 

Dividends. The Series B preferred stock is entitled to receive 12% per annum dividends, paid monthly.

 

Conversion. Holders of Series B preferred shares have the following rights with respect to the conversion of Series B preferred shares into shares of our common stock:

 

	●	On December 31, 2014 and upon notice provided by the holder to the Company, a holder has the right to convert, at face value per share, all or any portion of their Series B preferred shares into shares of our common stock on the basis of 400 shares of common stock for each share of Series B preferred stock so converted, or if the holder elects to convert on December 31, 2015, such shares will be converted on the basis of 66⅔ shares of common stock for each share of Series B preferred stock (the “Series B Conversion Ratio”).
	●	If at any time after the date of issuance of the Series B preferred stock, in the event the Company (i) makes or issues a dividend or other distribution payable in common stock (other than with respect to the Series B preferred stock); (ii) subdivides outstanding shares of common stock into a larger number of shares; or (iii) combines outstanding shares of common stock into a smaller number of shares; or (iv) conducts a rights offering to its existing shareholders, the Series B Conversion Ratio shall be adjusted appropriately.
	●	Except as otherwise provided in the amended and restated articles of incorporation, as amended, if the common stock issuable upon the conversion of the Series B preferred stock shall be changed into the same or different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise, then in each such event, the holder of each share of Series B preferred stock shall have the right thereafter to convert such share into the kind and amount of shares of stock and other securities and property receivable upon such capital reorganization, reclassification or other change by holders of the number of shares of common stock into which such shares of Series B preferred stock might have been converted immediately prior to such capital reorganization, reclassification or other change.

 

Voting. On all matters to come before our shareholders, holders of Series B preferred stock have that number of votes per share (rounded to the nearest whole share) equal to the product of: (a) the number of shares of Series B preferred stock held on the record date for the determination of the holders of the shares entitled to vote, or, if no record date is established, at the date such vote is taken or any written consent of shareholders is first solicited, and (b) 200. The holders of Series B preferred shares vote together with the holders of the outstanding shares of all other capital stock of the Company (including and any other series of preferred stock then outstanding), and not as a separate class, series or voting group.

 

Redemption and Call Rights. Any time after December 31, 2015, the Company has the right, but not the obligation, to redeem all of the unconverted outstanding shares of Series B preferred stock by paying in cash an amount per share equal to $1.00.

 

Description of Series C Preferred Stock

 

Our amended and restated articles of incorporation, as amended, authorizes 400,025 shares of Series C preferred stock, 400,025 of which are outstanding as of December 11, 2014. There are no sinking fund provisions applicable to our Series C preferred stock.

 

Ranking. The Series C preferred stock ranks pari passu with any other series of preferred stock designated by the Company and not designated as senior securities or subordinate to the Series C preferred stock.

 

Liquidation Preference. In the event of a liquidation or winding up of the Company, a holder of Series C preferred stock will be entitled to receive $1.00 per share of Series C preferred stock.

 

Dividends. The Series C preferred stock is entitled to receive 12% per annum dividends, paid monthly.

 

  

Conversion. Holders of Series C preferred shares have the following rights with respect to the conversion of Series C preferred shares into shares of our common stock:

 

	●	On December 31, 2014 and upon notice provided by the holder to the Company, a holder has the right to convert, at face value per share, all or any portion of their Series C preferred shares into shares of our common stock on the basis of 200 shares of common stock for each share of Series C preferred stock so converted, or if the holder elects to convert on December 31, 2015, such shares will be converted on the basis of 57.1428 shares of common stock for each share of Series C preferred stock (the “Series C Conversion Ratio”).
	●	If at any time after the date of issuance of the Series C preferred stock, in the event the Company (i) makes or issues a dividend or other distribution payable in common stock (other than with respect to the Series C preferred stock); (ii) subdivides outstanding shares of common stock into a larger number of shares; or (iii) combines outstanding shares of common stock into a smaller number of shares; or (iv) conducts a rights offering to its existing shareholders, the Series C Conversion Ratio shall be adjusted appropriately.
	●	Except as otherwise provided in the amended and restated articles of incorporation, as amended, if the common stock issuable upon the conversion of the Series C preferred stock shall be changed into the same or different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise, then in each such event, the holder of each share of Series C preferred stock shall have the right thereafter to convert such share into the kind and amount of shares of stock and other securities and property receivable upon such capital reorganization, reclassification or other change by holders of the number of shares of common stock into which such shares of Series C preferred stock might have been converted immediately prior to such capital reorganization, reclassification or other change.

 

Voting. On all matters to come before our shareholders, holders of Series C preferred stock have that number of votes per share (rounded to the nearest whole share) equal to the product of: (a) the number of shares of Series C preferred stock held on the record date for the determination of the holders of the shares entitled to vote, or, if no record date is established, at the date such vote is taken or any written consent of shareholders is first solicited, and (b) 100. The holders of Series C preferred shares vote together with the holders of the outstanding shares of all other capital stock of the Company (including and any other series of preferred stock then outstanding), and not as a separate class, series or voting group.

 

Redemption and Call Rights. Any time after December 31, 2015, the Company has the right, but not the obligation, to redeem all of the unconverted outstanding shares of Series C preferred stock by paying in cash an amount per share equal to $1.00.

 

Description of Series D Preferred Stock

 

Our amended and restated articles of incorporation, as amended, authorizes 173,000 shares of Series D preferred stock, 173,000 of which are outstanding as of December 11, 2014. There are no sinking fund provisions applicable to our Series D preferred stock.

 

Ranking. The Series D preferred stock ranks pari passu with any other series of preferred stock designated by the Company and not designated as senior securities or subordinate to the Series D preferred stock.

 

Liquidation Preference. In the event of a liquidation or winding up of the Company, a holder of Series D preferred stock will be entitled to receive $1.00 per share of Series D preferred stock.

 

Dividends. The Series D preferred stock is entitled to receive 12% per annum dividends, paid monthly.

 

Conversion. Holders of Series D preferred shares have the following rights with respect to the conversion of Series D preferred shares into shares of our common stock:

 

	●	On December 31, 2014 and upon notice provided by the holder to the Company, a holder has the right to convert, at face value per share, all or any portion of their Series D preferred shares into shares of our common stock on the basis of 133.3333 shares of common stock for each share of Series D preferred stock so converted, or if the holder elects to convert on December 31, 2015, such shares will be converted on the basis of 50 shares of common stock for each share of Series D preferred stock (the “Series D Conversion Ratio”).
	●	If at any time after the date of issuance of the Series D preferred stock, in the event the Company (i) makes or issues a dividend or other distribution payable in common stock (other than with respect to the Series C preferred stock); (ii) subdivides outstanding shares of common stock into a larger number of shares; or (iii) combines outstanding shares of common stock into a smaller number of shares; or (iv) conducts a rights offering to its existing shareholders, the Series D Conversion Ratio shall be adjusted appropriately.

 

 

●

Except as otherwise provided in the amended and restated articles of incorporation, as amended, if the common stock issuable upon the conversion of the Series D preferred stock shall be changed into the same or different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise, then in each such event, the holder of each share of Series D preferred stock shall have the right thereafter to convert such share into the kind and amount of shares of stock and other securities and property receivable upon such capital reorganization, reclassification or other change by holders of the number of shares of common stock into which such shares of Series D preferred stock might have been converted immediately prior to such capital reorganization, reclassification or other change.

 

Voting. On all matters to come before our shareholders, holders of Series D preferred stock have that number of votes per share (rounded to the nearest whole share) equal to the product of: (a) the number of shares of Series D preferred stock held on the record date for the determination of the holders of the shares entitled to vote, or, if no record date is established, at the date such vote is taken or any written consent of shareholders is first solicited, and (b) 67. The holders of Series D preferred shares vote together with the holders of the outstanding shares of all other capital stock of the Company (including and any other series of preferred stock then outstanding), and not as a separate class, series or voting group.

 

Redemption and Call Rights. Any time after December 31, 2015, the Company has the right, but not the obligation, to redeem all of the unconverted outstanding shares of Series D preferred stock by paying in cash an amount per share equal to $1.00.

 

Description of Series E Preferred Stock

 

Our amended and restated articles of incorporation, as amended, authorizes 461,000 shares of Series E preferred stock, 461,000 of which are outstanding as of December 11, 2014. There are no sinking fund provisions applicable to our Series E preferred stock.

 

Ranking. The Series E preferred stock ranks pari passu with any other series of preferred stock designated by the Company and not designated as senior securities or subordinate to the Series E preferred stock.

 

Liquidation Preference. In the event of a liquidation or winding up of the Company, a holder of Series E preferred stock will be entitled to receive $1.00 per share of Series E preferred stock.

 

Dividends. The Series E preferred stock is entitled to receive 12% per annum dividends, paid monthly.

 

Conversion. Holders of Series E preferred shares have the following rights with respect to the conversion of Series E preferred shares into shares of our common stock:

 

	●	On December 31, 2014 and upon notice provided by the holder to the Company, a holder has the right to convert, at face value per share, all or any portion of their Series E preferred shares into shares of our common stock on the basis of 40 shares of common stock for each share of Series E preferred stock so converted, or if the holder elects to convert on December 31, 2015, such shares will be converted on the basis of 25 shares of common stock for each share of Series E preferred stock (the “Series E Conversion Ratio”).
	●	If at any time after the date of issuance of the Series E preferred stock, in the event the Company (i) makes or issues a dividend or other distribution payable in common stock (other than with respect to the Series C preferred stock); (ii) subdivides outstanding shares of common stock into a larger number of shares; or (iii) combines outstanding shares of common stock into a smaller number of shares; or (iv) conducts a rights offering to its existing shareholders, the Series E Conversion Ratio shall be adjusted appropriately.
	●	Except as otherwise provided in the amended and restated articles of incorporation, as amended, if the common stock issuable upon the conversion of the Series E preferred stock shall be changed into the same or different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise, then in each such event, the holder of each share of Series E preferred stock shall have the right thereafter to convert such share into the kind and amount of shares of stock and other securities and property receivable upon such capital reorganization, reclassification or other change by holders of the number of shares of common stock into which such shares of Series E preferred stock might have been converted immediately prior to such capital reorganization, reclassification or other change.

 

  

Voting. On all matters to come before our shareholders, holders of Series E preferred stock have that number of votes per share (rounded to the nearest whole share) equal to the product of: (a) the number of shares of Series E preferred stock held on the record date for the determination of the holders of the shares entitled to vote, or, if no record date is established, at the date such vote is taken or any written consent of shareholders is first solicited, and (b) 40. The holders of Series E preferred shares vote together with the holders of the outstanding shares of all other capital stock of the Company (including and any other series of preferred stock then outstanding), and not as a separate class, series or voting group.

 

Redemption and Call Rights. Any time after December 31, 2015, the Company has the right, but not the obligation, to redeem all of the unconverted outstanding shares of Series E preferred stock by paying in cash an amount per share equal to $1.00.

 

Description of Series F Preferred Stock

 

Our amended and restated articles of incorporation, as amended, authorizes 1,500,000 shares of Series F preferred stock, 1,400,000 of which are outstanding as of December 11, 2014. There are no sinking fund provisions applicable to our Series F preferred stock.

 

Ranking. The Series F preferred stock ranks pari passu with any other series of preferred stock subsequently designated by the Company and not designated as senior securities or subordinate to the Series F preferred stock.

 

Liquidation Preference. In the event of a liquidation or winding up of the Company, a holder of Series F preferred stock will be entitled to receive $1.00 per share of Series F preferred stock.

 

Dividends. The Series F preferred stock is entitled to receive 12% per annum dividends, paid monthly.

 

Conversion. Holders of Series F preferred shares have the following rights with respect to the conversion of Series F preferred shares into shares of our common stock:

 

	●	On December 31, 2015 and upon notice provided by the holder to the Company, a holder has the right to convert, at face value per share, all or any portion of their Series F preferred shares into shares of our common stock on the basis of 33.3333 shares of common stock for each share of Series F preferred stock so converted (the “Series F Conversion Ratio”).
	●	If at any time after the date of issuance of the Series F preferred stock, in the event the Company (i) makes or issues a dividend or other distribution payable in common stock (other than with respect to the Series F preferred stock); (ii) subdivides outstanding shares of common stock into a larger number of shares; or (iii) combines outstanding shares of common stock into a smaller number of shares; or (iv) conducts a rights offering to its existing shareholders, the Series F Conversion Ratio shall be adjusted appropriately.
	●	Except as otherwise provided in the amended and restated articles of incorporation, as amended, if the common stock issuable upon the conversion of the Series F preferred stock shall be changed into the same or different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise, then in each such event, the holder of each share of Series F preferred stock shall have the right thereafter to convert such share into the kind and amount of shares of stock and other securities and property receivable upon such capital reorganization, reclassification or other change by holders of the number of shares of common stock into which such shares of Series F preferred stock might have been converted immediately prior to such capital reorganization, reclassification or other change.

 

Voting. On all matters to come before our shareholders, holders of Series F preferred stock have that number of votes per share (rounded to the nearest whole share) equal to the product of: (a) the number of shares of Series F preferred stock held on the record date for the determination of the holders of the shares entitled to vote, or, if no record date is established, at the date such vote is taken or any written consent of shareholders is first solicited, and (b) 34. The holders of Series F preferred shares vote together with the holders of the outstanding shares of all other capital stock of the Company (including and any other series of preferred stock then outstanding), and not as a separate class, series or voting group.

 

Redemption and Call Rights. Any time after December 31, 2015, the Company has the right, but not the obligation, to redeem all of the unconverted outstanding shares of Series F preferred stock by paying in cash an amount per share equal to $1.00.

 

Transfer Agent

 

The transfer agent and registrar for our common stock is VStock Transfer, 77 Spruce Street, Suite 201, Cedarhurst, NY, 11516.

 

  

LEGAL MATTERS

 

The validity of the securities offered by this prospectus will be passed upon for us by Legal & Compliance, LLC, 330 Clematis Street, Suite 217, West Palm Beach, Florida 33401.

 

EXPERTS

 

Our consolidated balance sheets as of December 31, 2013 and 2012 and the related consolidated statement of operations, changes in shareholders’ equity and cash flows for the years ended December 31, 2013 and 2012 included in this prospectus have been audited by Rose, Snyder & Jacobs LLP, independent registered public accounting firm, as indicated in their report with respect thereto, and have been so included in reliance upon the report of such firm given on their authority as experts in accounting and auditing.

 

DISCLOSURE OF COMMISSION’S POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

 

Our directors and officers are indemnified as provided by Florida law and our bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

WHERE YOU CAN FIND ADDITIONAL INFORMATION

 

We have filed with the SEC the registration statement on Form S-1 under the Securities Act for the common stock offered by this prospectus. This prospectus, which is a part of the registration statement, does not contain all of the information in the registration statement and the exhibits filed with it, portions of which have been omitted as permitted by SEC rules and regulations. For further information concerning us and the securities offered by this prospectus, we refer to the registration statement and to the exhibits filed with it. Statements contained in this prospectus as to the content of any contract or other document referred to are not necessarily complete. In each instance, we refer you to the copy of the contracts and/or other documents filed as exhibits to the registration statement.

 

The registration statement on Form S-1, of which this prospectus forms a part, including exhibits, is available at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file with, or furnish to, the SEC at its public reference facilities:

 

	Public Reference Room Office
	100 F Street, N.E.
	Room 1580
	Washington, D.C. 20549

 

You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Callers in the United States can also call (202) 551-8090 for further information on the operations of the public reference facilities.

 

  

INDEX TO FINANCIAL STATEMENTS

 

		Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2013 and 2012		F-3
Consolidated Statements of Operations for the Years Ended December 31, 2013 and 2012		F-4
Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2013 and 2012		F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2013 and 2012		F-6
Notes to Consolidated Financial Statements		F-7
Consolidated Balance Sheets as of September 30, 2014 (unaudited) and December 31, 2013		F-16
Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2014 and 2013 (unaudited)		F-17
Consolidated Statements of Stockholders’ Equity (Deficit) for the Period from January 1, 2013 through September 30, 2014 (unaudited)		F-18
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2014 and 2013 (unaudited)		F-19
Notes to Unaudited Consolidated Financial Statements		F-20

 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of

IEG Holdings Corporation

 

We have audited the accompanying consolidated financial statements of IEG Holdings Corporation and subsidiaries (collectively the “Company”) which comprise the consolidated balance sheets as of December 31, 2013 and 2012, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and related notes to the consolidated financial statements.

 

Management’s Responsibility for the Financial Statements

 

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditor’s Responsibility

 

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America as established by the Auditing Standards Board (United States) and in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of IEG Holdings Corporation and subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

 

Emphasis-of-matter Regarding Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred significant operating losses and negative cash flow from operations since inception. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to that matter.

 

 

Rose, Snyder & Jacobs LLP

 

Encino, California April 11, 2014

 

15821 VENTURA BOULEVARD, SUITE 490, ENCINO, CALIFORNIA 91436 PHONE: (818) 461 - 0600 ● FAX: (818) 461 - 0610

 

 

IEG HOLDINGS CORPORATION

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2013 AND DECEMBER 31, 2012

 

		2013				2012
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	281,879			$	178,601
Loans receivable - current, net, note 2			64,719				18,482
Advances to officer, note 8			-				203,119
TOTAL CURRENT ASSETS			346,598				400,202
PROPERTY AND EQUIPMENT, net, note 3			43,349				80,235
LOANS RECEIVABLE - LONG TERM, net, note 2			361,394				112,004
OTHER ASSETS
Security deposits			39,329				34,454
Loan costs, net			131,470				164,301
TOTAL OTHER ASSETS			170,799				198,755
TOTAL ASSETS		$	922,140			$	791,196
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses		$	323,978			$	157,504
Deferred salary, note 8			-				1,401,763
Deferred rent			48,844				48,844
Working capital loans, note 5			140,000				-
Current portion of senior debt, note 4			114,562				-
TOTAL CURRENT LIABILITIES			627,384				1,608,111
LONG-TERM LIABILITIES
Senior debt, note 4			385,438				250,000
Deposit on preferred stock to be issued			1,910,774				-
TOTAL LIABILITIES			2,923,596				1,858,111
COMMITMENTS AND CONTINGENCIES, note 10
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, $0.001 par value; 50,000,000 shares authorized, no shares issued and outstanding, note 6			-				-
Common stock, $0.001 par value; 1,000,000,000 shares authorized, 956,722,830 and 272,447,137 shares issued and outstanding, note 6			956,723				272,447
Additional paid-in capital			6,323,319				3,464,161
Accumulated deficit			(9,281,498	)			(4,803,523	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)			(2,001,456	)			(1,066,915	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)		$	922,140			$	791,196

 

See report of independent registered public accounting firm and notes to consolidated financial statements.

 

 

IEG HOLDINGS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

 

		2013				2012
REVENUES
Interest revenue		$	56,585			$	28,950
Other revenue			6,364				8,829
TOTAL REVENUES			62,949				37,779
OPERATING EXPENSES
Salaries and wages			1,345,243				1,680,264
Consulting fees			462,771				64,923
Rent			290,985				215,856
General and administrative			277,165				114,455
Utilities			129,225				76,202
Professional fees			100,924				21,687
Travel and marketing			79,964				127,906
Provision for credit losses			63,492				20,340
Depreciation and amortization			36,885				81,664
Insurance			24,823				51,364
Office and miscellaneous			15,350				17,790
Licenses and taxes			13,066				11,542
Repairs			5,646				10,327
Startup costs, note 8			1,500,000				-
TOTAL OPERATING EXPENSES			4,345,539				2,494,321
LOSS FROM OPERATIONS			(4,282,590	)			(2,456,542	)
OTHER INCOME (EXPENSE)
Miscellaneous income			510				129
Interest expense			(195,895	)			(51,109	)
TOTAL OTHER INCOME (EXPENSE)			(195,385	)			(50,980	)
NET LOSS		$	(4,477,975	)		$	(2,507,522	)
Net loss per share, basic and diluted		$	(0.01	)		$	(0.01	)
Weighted average number of shares, basic and diluted			618,849,992				272,447,137

 

See report of independent registered public accounting firm and notes to consolidated financial statements.

 

 

IEG HOLDINGS CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

 

		Common Stock								Additional				Accumulated
		Shares				Amount				Paid-in Capital				Deficit				Total
Balance, January 1, 2012			272,447,137			$	272,447			$	1,720,746			$	(2,296,001	)		$	(302,808	)
Capital contributions from parent			-				-				1743415				-				1,743,415
Net loss			-				-				-				(2,507,522	)			(2,507,522	)
Balance, December 31, 2012			272,447,137				272,447				3,464,161				(4,803,523	)			(1,066,915	)
Issuance of shares at $0.02 and $0.03			12,491,916				12,492				287,265				-				299,757
Issuance of shares at $0.005			664,299,127				664,299				2,579,378				-				3,243,677
Shares issued for pre-merger shares of shell			7,484,650				7,485				(7,485	)			-				-
Net loss			-				-				-				(4,477,975	)			(4,477,975	)
Balance, December 31, 2013			956,722,830			$	956,723			$	6,323,319			$	(9,281,498	)		$	(2,001,456	)

 

See report of independent registered public accounting firm and notes to consolidated financial statements.

 

 

IEG HOLDINGS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

 

		2013				2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(4,477,975	)		$	(2,507,522	)
Adjustments to reconcile net loss
to net cash used in operating activities:
Provision for credit losses			63,462				20,340
Depreciation and amortization			36,885				81,664
Amortization of loan costs			48,281				25,734
Changes in assets - (increase) decrease:
Deposits			(4,875	)			1,473
Loan Costs			(15,450	)			(20,000	)
Changes in liabilities - increase (decrease):
Accounts payable and accrued expenses			373,964				(12,833	)
Deferred salary			952,903				803,847
Deferred rent			-				15,984
Charge for Rights Sales Agreement			1,500,000				-
NET CASH USED IN OPERATING ACTIVITIES			(1,522,805	)			(1,591,313	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Loans receivable originated			(403,000	)			(126,000	)
Loans receivable repaid			43,911				25,384
Purchases of property and equipment			-				(12,982	)
Advance to officer			(267,832	)			(203,119	)
Advances to IEG Holdings Limited ACN 131 987 838			(966,620	)			-
NET CASH USED IN INVESTING ACTIVITIES			(1,593,541	)			(316,717	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt			250,000				199,965
Proceeds from short-term loans			500,000				-
Payments on short-term loans			(360,000	)			-
Deposit on preferred shares to be issued			936,763				-
Proceeds from issuance of common stock			1,892,861				-
Capital contributions			-				1,743,415
NET CASH PROVIDED BY FINANCING ACTIVITIES			3,219,624				1,943,380
NET INCREASE IN CASH AND CASH EQUIVALENTS			103,278				35,350
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR			178,601				143,251
CASH AND CASH EQUIVALENTS, END OF YEAR		$	281,879			$	178,601
Supplemental disclosures:
Interest paid in cash		$	94,125			$	21,525
Income taxes paid in cash		$	-			$	-
Deposit on preferred shares in lieu of deferred salary		$	914,011			$	-
Issuance of common stock in lieu of payment of deferred salary		$	1,172,823			$	-

 

See report of independent registered public accounting firm and notes to consolidated financial statements.

 

 

IEG HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND 2012

 

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Business

 

The principal business activity of the Company is providing unsecured consumer loans ranging from $2,000 - $10,000 under the consumer brand “Mr. Amazing Loans”. The Company is headquartered in Las Vegas, Nevada and originates direct consumer loans in the states of Nevada, Florida, Illinois and Arizona via its online platform and distribution network. The Company is a fully licensed consumer installment loan provider in the four states in which it operates and offers all loans within the prevailing statutory rates.

 

Organization and Basis of Accounting

 

Investment Evolution Global Corporation (“IEGC”) was incorporated in the state of Delaware on February 20, 2008. On March 14, 2013, IEGC consummated a reverse merger transaction with IEG Holdings Corporation (“IEG Holdings”) (f/k/a Ideal Accents, Inc.). As a result of the reverse merger, the shareholders of IEGC received 90,815.71 shares of common stock in IEG Holdings for each share of IEGC, so that they own approximately 99.1% of the issued and outstanding common shares of IEG Holdings immediately after the transaction. For accounting purposes, the reverse merger has been treated as an acquisition of IEG Holdings by IEGC (the accounting acquirer) and a recapitalization of IEGC. Immediately prior to the reverse merger, IEG Holdings effected a 1-for-6 reverse stock split.

 

The financial statements have been restated to retroactively reflect the number of shares of IEGC, using the capital structure of IEG Holdings and to present the accumulated deficit of IEGC as of the date of the merger.

 

These consolidated financial statements include the operations of IEG Holdings Corporation and its wholly-owned subsidiaries Investment Evolution Global Corporation, Investment Evolution Corporation, IEC SPV, LLC, and Investment Evolution Australia Corporation (collectively the “Company”). All inter-company transactions and balances have been eliminated in consolidation.

 

The Company’s accounting and reporting policies are in accordance with U.S. generally accepted accounting principles and conform to general practices within the consumer finance industry.

 

Going Concern

 

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has reported recurring losses and has not generated positive net cash flows from operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management intends to raise capital funding sufficient to continue operations through January 2015 via a public offering of equity and unsecured notes. This additional working capital will enable the Company to increase loan volume utilizing its existing $10 million credit facility. If the Company is not successful in raising sufficient capital, it may have to delay or reduce expenses, or curtail operations. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that could result should the Company not continue as a going concern.

 

  

IEG HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND 2012

 

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Use of Estimates

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures. Management uses its historical records and knowledge of its business in making these estimates. Accordingly, actual results may differ from these estimates.

 

Cash and Cash Equivalents

 

For the purpose of the statement of cash flows, the Company considers cash equivalents to include short-term, highly liquid investments with an original maturity of three months or less.

 

Loans Receivable and Interest Income

 

The Company is licensed to originate consumer loans in the states of Nevada, Florida, Illinois and Arizona. During fiscal 2013 and 2012, the Company originated $2,000, $3,000, $5,000 and $10,000 loans with terms ranging from three to five years. The Company offers its loans at or below the prevailing statutory rates. Loans are carried at the unpaid principal amount outstanding, net of an allowance for credit losses.

 

The Company calculates interest revenue using the interest yield method. Charges for late payments are credited to income when collected. Application fees are insignificant.

 

Accrual of interest income on loans receivable is suspended when no payment has been received on account for 60 days or more on a contractual basis, at which time a loan is considered delinquent. Loans are returned to active status and accrual of interest income is resumed when all of the principal and interest amounts contractually due are brought current; at which time management believes future payments are reasonably assured. At December 31, 2013, three loans with a total balance of $11,526 were delinquent.

 

Allowance for Credit Losses

 

The Company maintains an allowance for credit losses due to the fact that it is probable that a portion of the loans receivable will not be collected. The allowance is estimated by management based on various factors, including specific circumstances of the individual loans, management’s knowledge of the industry, and the experience and trends of other companies in the same industry.

 

Impaired Loans

 

The Company defines impaired loans as bankrupt accounts and accounts that are 184 days or more past due. In accordance with the Company’s charge-off policy, once a loan is deemed uncollectible, 100% of the remaining balance is charged-off. Loans can also be charged off when deemed uncollectable due to consumer specific circumstances.

 

Property and Equipment

 

Property and equipment are stated at cost. Depreciation and amortization are being provided using the straight-line method over the estimated useful lives of the assets as follows:

 

		Classification Life
Computer equipment		3-5 years
Furniture and fixtures		8 years

 

  

IEG HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND 2012

 

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Property and Equipment (Continued)

 

The Company amortizes its leasehold improvements over the shorter of their economic lives, which are generally five years, or the lease term that considers renewal periods that are reasonably assured. Expenses for repairs and maintenance are charged to expense as incurred, while renewals and betterments are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of operations.

 

Operating Leases

 

The Company’s office leases typically have a lease term of three to five years and contain lessee renewal options and cancellation clauses in the event of regulatory changes.

 

Loan Costs

 

Loan costs consist of the cost of acquiring the $3 million credit facility and the cost of increasing the facility from $3 million to $10 million, including broker success fees and legal fees. These costs are amortized over four years, the period of the credit facility. Accumulated amortization of loan costs amounted to $74,015 and $25,734 at December 31, 2013 and 2012, respectively.

 

Income Taxes

 

We account for income taxes using the liability method in accordance with FASB Accounting Standards Codification (“ASC”) 740 “Income Taxes”. To date, no current income tax liability has been recorded due to our accumulated net losses. Deferred income tax assets and liabilities are recognized for temporary differences between the financial statement carrying amounts of assets and liabilities and the amounts that are reported in the income tax returns. Our net deferred income tax assets have been fully reserved by a valuation allowance due to the uncertainty of our ability to realize future taxable income and to recover our net deferred income tax assets.

 

Advertising Costs

 

Advertising costs are expensed as incurred and are included in general administrative expenses. Advertising costs amounted to $77,380 and $63,030 at December 31, 2013 and 2012, respectively.

 

Earnings and loss per Share

 

The Company computes net earnings (loss) per share in accordance with ASC 260-10. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares, if any, had been issued and if the additional common shares were dilutive. The number of shares have been restated retroactively to reflect the number of shares using the capital structure of IEG Holdings.

 

Fair Value of Financial Instruments

 

The Company has adopted guidance issued by the FASB that defines fair value, establishes a framework for measuring fair value in accordance with existing generally accepted accounting principles, and expands disclosures about fair value measurements. Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The categories are as follows:

 

 

IEG HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND 2012

 

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Fair Value of Financial Instruments (Continued)

 

Level I Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date.

 

Level II Inputs, other than quoted prices included in Level I, that are observable for the asset or liability through corroboration with market data at the measurement date.

 

Level III Unobservable inputs that reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date.

 

At December 31, 2013 and 2012, the only financial instruments that are subject to these classifications are cash and cash equivalents, which are considered Level I assets.

 

Carrying amounts reported in the consolidated balance sheets for advances to officer, and accounts payable and accrued expenses approximate fair value because of their immediate or short-term nature. The fair value of borrowings is not considered to be significantly different than its carrying amount because the stated rates for such debt reflect current market rates and conditions.

 

2. LOANS RECEIVABLE

 

Loans receivable consisted of the following at December 31:

 

		2013				2012
Loans receivable		$	487,432			$	148,263
Allowance for credit losses			(61,319	)			(17,777	)
Loans receivable, net			426,113				130,486
Loan receivables, current			64,719				18,482
Loan receivables, non current		$	361,394			$	112,004

 

A reconciliation of the allowance for credit losses consist of the following at December 31:

 

		2013				2012
Beginning balance		$	17,777			$	6,840
Provision for credit losses			63,492				20,340
Loans charged off			(19,950	)			(9,403	)
Ending balance		$	61,319			$	17,777

 

 

IEG HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND 2012

 

3. PROPERTY AND EQUIPMENT

 

At December 31, 2013 and 2012, property and equipment consists of the following:

 

		2013				2012
Computer equipment		$	120,513			$	120,513
Furniture and fixtures			13,314				13,314
Leasehold improvements			57,980				57,980
			191,807				191,807
Less accumulated depreciation and amortization			148,458				111,572
Total		$	43,349			$	80,235

 

Depreciation of property and equipment amounted to $36,885 and $81,664 during the years ended December 31, 2013 and 2012, respectively, are included in the accompanying statements of operations in operating expenses.

 

4. LONG TERM DEBT

 

The Company has a credit facility that provides for borrowings of up to $10 million with $500,000 outstanding at December 31, 2013, subject to a borrowing base formula. The Company may borrow, at its option, at the rate of 18% with a minimum advance of $25,000. As of December 31, 2013 the Company’s effective interest rate was 18% and the unused amount available under the credit line was $9.5 million. Proceeds from this credit facility are used to fund loans to consumers. The credit facility features a 24 month revolving period commencing July 1, 2012 during which interest only payments are due. Commencing July 1, 2014, the facility converts to a term loan with monthly interest and principal payments, and a maturity date of June 1, 2016. The payment amounts are equal to 100% of the consumer loan proceeds.

 

Substantially all of the Company’s assets are pledged as collateral for borrowings under the revolving credit agreement.

 

Future minimum payments on the credit facility at December 31, 2013 are as follows:

 

Years ending December 31, 2013
2014		$	114,562
2015			245,326
2016			140,112
		$	500,000

 

 

IEG HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND 2012

 

5. WORKING CAPITAL LOANS

 

On March 19, 2013, the Company secured a $220,000 working capital loan to expand from Clem Tacca. The Company repaid $264,000 to Clem Tacca on June 10, 2013 which comprised full repayment of $220,000 loan principal and a $44,000 facility fee recorded as interest expense.

 

On September 6, 2013, the Company secured an additional $180,000 working capital loan from Clem Tacca. The Company repaid $90,000 on November 6, 2013 and $50,000 on December 16, 2013. As at December 31, 2013, a balance of $40,000 remains outstanding. This amount is due March 31, 2014, at which time the facility fee of $22,000 is also due.

 

On October 15, 2013, the Company secured a $100,000 loan from Domenic Tacca Pty Ltd. The balance of $100,000 remains outstanding at year end. This amount is due April 14, 2014. Facility fee totaling $30,000 will also be paid in 2014.

 

The effective interest rate on these notes is 35.6% for the year ended December 31, 2013.

 

6. STOCKHOLDERS’ EQUITY

 

The aggregate number of shares which the Company has the authority to issue is 1,050,000,000 shares, of which 1,000,000,000 shares are common stock, par value $0.001 per share, and 50,000,000 shares are preferred stock, par value $0.001 per share. The Board of Directors is authorized at any time, and from time to time, to provide for the issuance of Preferred Stock in one or more series, and to determine the designations, preferences, limitations and relative or other rights of the Preferred Stock or any series thereof.

 

The stockholders’ equity has been restated to retroactively reflect the number of shares of Investment Evolution Global Corporation, using the capital structure of IEG Holdings Corporation and to present the accumulated deficit of Investment Evolution Global Corporation as of the date of the merger.

 

During the year ended December 31, 2013, the Company issued 12,491,916 shares at a price of $0.02 and $0.03 per share, and 664,299,127 shares at $0.005 per share in accordance with a rights offering to the pre-merger existing stockholders of the Company.

 

7. INCOME TAXES

 

The difference between income tax expense attributable to continuing operations and the amount of income tax expense that would result from applying domestic federal statutory rates to pre-tax income (loss) is mainly related to an increase in the valuation allowance. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amount expected to be realized. Deferred income tax assets are mainly related to net operating loss carryforwards.

 

Management has chosen to take a 100% valuation allowance against the deferred income tax asset until such time as management believes that its projections of future profits make the realization of the deferred income tax assets more likely than not. Significant judgment is required in the evaluation of deferred income tax benefits and differences in future results from management’s estimates could result in material differences.

 

As of December 31, 2013, the Company is in the process of determining the amount of loss carryforwards that may potentially be used to offset future Federal taxable income, which will expire through 2033. In the event of statutory ownership changes, the amount of net operating loss carryforwards that may be utilized in future years is subject to significant limitations.

 

 

IEG HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND 2012

 

7. INCOME TAXES (Continued)

 

The Company has adopted guidance issued by the FASB that clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. The Company’s policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties totaled $0 for the years ended December 31, 2013 and 2012. The Company files income tax returns with the Internal Revenue Service (“IRS”) and the states of Nevada, Florida, Illinois and Arizona. All of the Company’s tax filings are still subject to examination. The Company's net operating loss carryforwards are subject to IRS examination until they are fully utilized and such tax years are closed.

 

8. RELATED PARTY TRANSACTIONS

 

At December 31, 2013 the Company no longer had advances due from its Chief Executive Officer, which aggregated $203,119 at December 31, 2012. At December 31, 2013, the Company also no longer had deferred salary owed to its Chief Executive Officer, which aggregated $1,401,763 at December 31 2012. The deferred salary, net of the advances were treated as consideration for shares of common stock issued, and deposit on preferred stock to be issued.

 

Rights Sales Agreement

 

Effective June 30, 2013, the Company entered into a Rights Sales Agreement, under which the Company acquired the Australian rights to conduct business throughout Australia, from IEG Holdings Limited ACN 131 987 838, its parent (until its shares were distributed to the ultimate shareholders of IEG Holdings Limited ACN 131 987 838).

 

The purchase price for the Rights Sales Agreement was $1,500,000 which was paid as follows:

 

Paid through advances to (payments to third parties made on behalf of) IEG Holdings Limited ACN 131 987 838		$	1,074,937
Offset amounts owed from Company shareholders who are also creditors of IEG Holdings Limited ACN 131 987 838		$	425,063

 

The cost of the Rights Sales Agreement was recorded as start-up costs in the statements of operations in accordance with ASC 720-15-25.

 

9. CONCENTRATION OF CREDIT RISK

 

The Company’s portfolio of finance receivables is with consumers living throughout Nevada, Florida, Arizona and Illinois and consequently such consumers’ ability to honor their installment contracts may be affected by economic conditions in these areas.

 

The Company maintains cash at financial institutions which may, at times, exceed federally insured limits.

 

 

IEG HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND 2012

 

10. COMMITMENTS AND CONTINGENCIES

 

Operating Leases

 

The Company leases its operating facilities under non-cancelable operating leases that expire through August 2016. Total rent expense for the years ended December 31, 2013 and 2012 was $290,985 and $207,856, respectively. The Company is responsible for certain operating expenses in connection with these leases. The following is a schedule, by year, of future minimum rental payments required under non-cancelable operating leases in excess of one year as of December 31, 2013:

 

Years ending December 31,
2014		$	180,556
2015		$	169,067
2016		$	83,755

 

The Chicago, Phoenix and West Palm Beach offices were vacated in 2013 after obtaining special approval from the Illinois, Arizona and Florida Commissioners to operate the state licenses without having a physical office location in each state. The Company is currently looking to sublease these properties which would reduce future required rental payments. The Company is now able to fully service all four states using its online platform and distribution network and operates solely out of its centralized Las Vegas operational headquarters.

 

Legal Matters

 

From time to time, the Company may get involved in legal proceedings in the normal course of its business. The Company is not involved in any legal proceedings at the present time.

 

Regulatory Requirements

 

State statutes authorizing the Company’s products and services typically provide state agencies that regulate banks and financial institutions with significant regulatory powers to administer and enforce the law. Under statutory authority, state regulators have broad discretionary power and may impose new licensing requirements, interpret or enforce existing regulatory requirements in different ways, or issue new administrative rules. In addition, when the staff of state regulatory bodies change, it is possible that the interpretations of applicable laws and regulations may also change.

 

11. REVERSE MERGER

 

On January 25, 2013, Investment Evolution Global Corporation (“IEGC”) entered into a stock exchange agreement (the “Stock Exchange Agreement”) among IEGC, its sole shareholder IEG Holdings Limited, an Australian company (“IEG”) and IEG Holdings Corporation (f/k/a Ideal Accents, Inc.), a Florida corporation (“IEG Holdings”). Under the terms of the Stock Exchange Agreement, IEG Holdings agreed to acquire a 100% interest in the Company for 272,447,137 shares of IEG Holdings’ common stock after giving effect to a 1 for 6 reverse stock split. On February 14, 2013 IEG Holdings filed the Amended Articles with the Secretary of State of Florida changing its name from Ideal Accents, Inc. to IEG Holdings Corporation, increasing the number of shares of its authorized common stock to 1,000,000,000, $.001 par value, creation of 50,000,000 shares of “blank-check” preferred stock and effectuating a 1 for 6 reverse stock split of its issued and outstanding common stock (the “Reverse Stock Split”) pursuant to the terms of the Stock Exchange Agreement. FINRA approved the IEG Holdings Amended Articles on March 11, 2013.

 

 

IEG HOLDINGS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND 2012

 

11. REVERSE MERGER (Continued)

 

On March 13, 2013 IEG Holdings completed the acquisition of IEGC under the terms of the Stock Exchange Agreement and issued to IEG 272,447,137 shares of IEG Holdings common stock after giving effect to the Reverse Stock Split whereby IEG Holdings acquired a 100% interest in the Company. As a result of the ownership interests of IEG in IEG Holdings and its former ownership interest in the Company, for financial statement reporting purposes, the acquisition of the Company by IEG Holdings has been treated as a reverse merger with a public shell, with the Company being the accounting acquirer.

 

12. SUBSEQUENT EVENTS

 

On March 31, 2014 the Company issued 1,983,025 of preferred shares at a price of $1 per share with an annual dividend payable of 12%.

 

The Company has evaluated events occurring after the date of the accompanying balance sheet through April 11, 2014, the date the consolidated financial statements were available to be issued.

 

 

IEG HOLDINGS CORPORATION

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2014 AND DECEMBER 31, 2013

 

		September 30, 2014				December 31, 2013
						(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	2,367,308			$	281,879
Loans receivable - current, net, note 2			373,604				64,719
Prepaid consulting fees			70,570				-
TOTAL CURRENT ASSETS			2,811,482				346,598
PROPERTY AND EQUIPMENT, net, note 3			34,465				43,349
LOANS RECEIVABLE - LONG TERM, net, note 2			2,117,091				361,394
OTHER ASSETS
Security deposits			39,329				39,329
Loan costs, net			91,203				131,470
TOTAL OTHER ASSETS			130,532				170,799
TOTAL ASSETS		$	5,093,570			$	922,140
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses		$	152,323			$	323,978
Deferred rent			41,712				48,844
Dividend payable			20,764				-
Current portion of senior debt, note 4			-				114,562
Due to officer			99,109				-
Working capital loans, note 5			-				140,000
TOTAL CURRENT LIABILITIES			313,908				627,384
LONG-TERM LIABILITIES
Senior debt, note 4			2,230,000				385,438
Deposit on preferred stock			1,311,073				1,910,774
Deposit on stock to be issued			288,029				-
TOTAL LIABILITIES			4,143,010				2,923,596
COMMITMENTS AND CONTINGENCIES, note 9
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, $0.001 par value; 50,000,000 shares authorized, 1,983,025 shares issued and outstanding, note 6			1,983				-
Common stock, $0.001 par value; 2,500,000,000 shares authorized, 1,795,462,964 shares issued and outstanding, note 6			1,795,463				956,723
Additional paid-in capital			12,743,574				6,323,319
Accumulated deficit			(13,590,460	)			(9,281,498	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)			950,560				(2,001,456	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)		$	5,093,570			$	922,140

 

See the accompanying notes to consolidated financial statements.

 

 

IEG HOLDINGS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013 (UNAUDITED)

 

		Three Months								Nine Months
		September 30, 2014				September 30, 2013				September 30, 2014				September 30, 2013
REVENUES
Interest revenue		$	144,059			$	13,313			$	237,519			$	35,024
Other revenue		$	1,100				354				2,313				3,429
TOTAL REVENUES			145,160				13,667				239,832				38,453
OPERATING EXPENSES
Salaries and wages			914,610				347,562				1,655,392				1,038,267
Rent			69,404				67,530				192,189				208,412
Consulting			118,955				83,158				708,023				159,428
General and administrative			152,803				31,426				322,638				98,744
Professional fees			26,465				5,243				128,942				65,674
Telephone and utilities			27,493				27,317				81,082				70,890
Marketing and travel			165,941				59,973				574,469				92,855
Depreciation and amortization			54,914				3,694				68,803				32,719
Provision for credit losses			142,182				15,839				344,558				31,786
Insurance			3,968				6,895				10,188				21,255
Licenses and taxes			13,557				1,925				43,631				10,679
Office and miscellaneous			7,135				5,273				15,700				10,281
Repairs			3,672				1,574				6,317				5,174
Startup costs, note 10			-				-				-				1,500,000
TOTAL OPERATING EXPENSES			1,701,098				657,409				4,151,932				3,346,164
LOSS FROM OPERATIONS			(1,555,939	)			(643,742	)			(3,912,100	)			(3,307,711	)
OTHER INCOME (EXPENSE)
Interest expense			(100,971	)			(53,196	)			(334,666	)			(143,726	)
Other expenses			(14,248	)			-				(62,196	)			-
TOTAL OTHER INCOME (EXPENSE)			(115,219	)			(53,196	)			(396,862	)			(143,726	)
NET LOSS		$	(1,671,158	)		$	(696,938	)		$	(4,308,962	)		$	(3,451,437	)
Net loss per share, basic and diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.01	)
Weighted average number of shares, basic and diluted			1,571,178,873				804,937,297				1,166,803,519				578,728,669

 

See the accompanying notes to consolidated financial statements.

 

 

IEG HOLDINGS CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) FOR THE PERIOD
FROM JANUARY 1, 2013 THROUGH SEPTEMBER 30, 2014

(UNAUDITED)

 

										Preferred Stock																																Additional
		Common Stock								Series A								Series B								Series C								Series D								Paid-in				Subscription				Accumulated
		Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Capital				Receivable				Deficit				Total
Balance, January 1, 2013			272,447,137			$	272,447				-			$	-				-			$	-				-			$	-				-			$	-			$	3,464,161			$	-			$	(4,803,523	)		$	(1,066,915	)
Shares issued for pre-merger shares of shell			7,484,650				7,485				-				-				-				-				-				-				-				-				(7,485	)			-				-				-
Issuance of shares at $0.02 and $0.03			12,491,916				12,492				-				-				-				-				-				-				-				-				287,265				-				-				299,757
Issuance of shares at $0.005			664,299,127				664,299				-				-				-				-				-				-				-				-				2,579,378				-								3,243,677
Net loss			-				-				-				-				-				-				-				-				-				-				-				-				(4,477,975	)			(4,477,975	)
Balance, December 31, 2013			956,722,830				956,723				-				-				-				-				-				-				-				-				6,323,319				-				(9,281,498	)			(2,001,456	)
Issuance of shares at $0.005			611,991,383				611,991																																				2,447,966				-				-				3,059,957
Issuance of shares at $0.01, $0.015 and $0.02			226,748,751				226,749																																				2,092,779				-				-				2,319,528
Issuance of Preferred Shares			-				-				1,000,000				1,000				-				-				-				-				-				-				999,000				-				-				1,000,000
Issuance of Preferred Shares			-				-				-				-				410,000				410				-				-				-				-				409,590				-				-				410,000
Issuance of Preferred Shares			-				-				-				-				-				-				400,025				400				-				-				399,625				-				-				400,025
Issuance of Preferred Shares			-				-				-				-				-				-				-				-				173,000				173				172,827				-				-				173,000
Preferred Dividends			-				-				-				-				-				-				-				-				-				-				(101,532	)			-				-				(101,532	)
Net loss			-				-				-				-				-				-				-				-				-				-				-				-				(4,308,962	)			(4,308,962	)
Balance, September 30, 2014			1,795,462,964			$	1,795,463				1,000,000			$	1,000				410,000			$	410				400,025			$	400				173,000			$	173			$	12,743,574			$	-			$	(13,590,460	)		$	950,560

  

See the accompanying notes to consolidated financial statements.

 

 

IEG HOLDINGS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013 (UNAUDITED)

 

		September 30, 2014				September 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(4,308,962	)		$	(3,451,438	)
Adjustments to reconcile net loss to net cash used in operating activities:
Provision for credit losses			344,558				31,786
Depreciation			11,531				32,720
Amortization of loan costs			40,267				35,631
Changes in assets - (increase) decrease:
Prepaid expenses			(70,570	)			-
Deposits			-				(4,875	)
Changes in liabilities - increase (decrease):
Accounts payable and accrued expenses			74,898				5,652
Dividends payable			51,011				-
Deferred salary			1,225,000				716,543
Deferred rent			(7,132	)			-
Payable for Rights Sales Agreement			-				1,500,000
NET CASH USED IN OPERATING ACTIVITIES			(2,639,399	)			(1,145,285	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Loans receivable originated			(2,587,016	)			(155,008	)
Loans receivable repaid			177,864				29,659
Purchases of property and equipment			(2,646	)			-
Advances to IEG Holdings Limited ACN 131 987 838			-				(621,279	)
Advances to officer			(427,196	)			(64,713	)
NET CASH USED IN INVESTING ACTIVITIES			(2,838,994	)			(811,341	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt			1,730,000				100,000
Proceeds from short-term loan			640,000				400,000
Payments on short-term loan			(690,000	)			(220,000	)
Deposits on stock to be issued			288,029				425,853
Proceeds from issuance of common stock			4,455,650				1,206,751
Deposits on preferred stock			1,170,061				-
Preferred dividends paid			(29,918	)			-
NET CASH PROVIDED BY FINANCING ACTIVITIES			7,563,822				1,912,604
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			2,085,429				(44,022	)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR			281,879				178,601
CASH AND CASH EQUIVALENTS, END OF YEAR		$	2,367,308			$	134,579
Supplemental disclosures:
Interest paid in cash		$	320,379			$	108,095
Income taxes paid in cash		$	-			$	-
Issuance of stock in lieu of payment of accrued compensation		$	975,484			$	1,586,942
Advance to IEG Holdings limited ACN 131 987 838 offset against payable for Rights Sales Agreement		$	-			$	621,279
Issuance of common stock in lieu of repayment of short term loan		$	90,000			$	-
Advance officer offset against accrued wages and accrued expenses		$	526,305			$	-

 

See the accompanying notes to consolidated financial statements.

 

 

IEG HOLDINGS CORPORATION

NOTES TO unaudited CONSOLIDATED FINANCIAL STATEMENTS

 

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Business

 

The principal business activity of the Company is providing unsecured consumer loans ranging from $2,000 - $10,000 over a five year term. The loans are offered under the consumer brand “Mr. Amazing Loans”. The Company is headquartered in Las Vegas, Nevada and originates direct consumer loans in the states of Nevada, Florida, Illinois, Arizona, Missouri, Georgia, Virginia and New Jersey via its online platform and distribution network. The Company is a fully licensed consumer installment loan provider in these 8 states and offers all loans within the prevailing statutory rates.

 

Organization and Basis of Accounting

 

Investment Evolution Global Corporation (“IEGC”) was incorporated in the state of Delaware on February 20, 2008. On March 14, 2013, IEGC consummated a reverse merger transaction with IEG Holdings Corporation (“IEG Holdings”) (f/k/a Ideal Accents, Inc.). As a result of the reverse merger, the shareholders of IEGC received 90,815.71 shares of common stock in IEG Holdings for each share of IEGC, so that they own approximately 99.1% of the issued and outstanding common shares of IEG Holdings immediately after the transaction. For accounting purposes, the reverse merger has been treated as an acquisition of IEG Holdings by IEGC (the accounting acquirer) and a recapitalization of IEGC. Immediately prior to the reverse merger, IEG Holdings effected a 1-for-6 reverse stock split. The stockholders’ equity has been restated to retroactively reflect the number of shares of IEGC, using the capital structure of IEG Holdings and to present the accumulated deficit of IEGC as of the date of the merger.

 

These consolidated financial statements include the operations of IEG Holdings Corporation and its wholly-owned subsidiaries Investment Evolution Global Corporation, Investment Evolution Corporation, and IEC SPV, LLC (collectively the “Company”). All inter-company transactions and balances have been eliminated in consolidation.

 

We have prepared the Company’s accompanying consolidated unaudited financial statements in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim financial statements and with instructions to annual statements pursuant to the rules and regulations of Securities and Exchange Act of 1934, as amended, or the Exchange Act and Article 8-03 of Regulation S-X promulgated under the Exchange Act. Accordingly, these financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of our management, we have included all adjustments considered necessary (consisting of normal recurring adjustments) for a fair presentation. Operating results for the nine months ended September 30, 2014 and 2013 are not indicative of the results that may be expected for the fiscal year ending December 31, 2014. You should read these unaudited consolidated financial statements in conjunction with the audited financial statements for the year ended December 31, 2013 and the notes thereto. The Company’s accounting and reporting policies are in accordance with U.S. generally accepted accounting principles and conform to general practices within the consumer finance industry.

 

Going Concern

 

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has reported recurring losses and has generated negative net cash flows from operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management intends to raise capital funding sufficient to continue operations through January 2016 via a private or public offering of equity. This additional working capital will enable the Company to increase loan volume utilizing its existing $10 million credit facility. If the Company is not successful in raising sufficient capital, it may have to delay or reduce expenses, or curtail operations. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that could result should the Company not continue as a going concern.

 

 

IEG HOLDINGS CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Use of Estimates

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures. Management uses its historical records and knowledge of its business in making these estimates. Accordingly, actual results may differ from these estimates.

 

Cash and Cash Equivalents

 

For the purpose of the statement of cash flows, the Company considers cash equivalents to include short-term, highly liquid investments with an original maturity of three months or less.

 

Loans Receivable and Interest Income

 

The Company is licensed to originate consumer loans in the states of Nevada, Florida, Illinois, Arizona, Missouri, Georgia, Virginia and New Jersey. During the nine months ended September 30, 2014 and 2013, the Company originated $2,000, $3,000, $5,000 and $10,000 loans with terms ranging from three to five years. The Company offers its loans at or below the prevailing statutory rates. Loans are carried at the unpaid principal amount outstanding, net of an allowance for credit losses.

 

The Company calculates interest revenue using the interest yield method. Charges for late payments are credited to income when collected. Application fees are insignificant.

 

Accrual of interest income on loans receivable is suspended when no payment has been received on account for 60 days or more on a contractual basis, at which time a loan is considered delinquent. Loans are returned to active status and accrual of interest income is resumed when all of the principal and interest amounts contractually due are brought current; at which time management believes future payments are reasonably assured. At September 30, 2014, 21 loans with a balance of $75,254 were delinquent.

 

Allowance for Credit Losses

 

The Company maintains an allowance for credit losses due to the fact that it is probable that a portion of the loans receivable will not be collected. The allowance is estimated by management based on various factors, including specific circumstances of the individual loans, management’s knowledge of the industry, and the experience and trends of other companies in the same industry.

 

Impaired Loans

 

The Company defines impaired loans as bankrupt accounts and accounts that are 184 days or more past due. In accordance with the Company’s charge-off policy, once a loan is deemed uncollectible, 100% of the remaining balance is charged-off. Loans can also be charged off when deemed uncollectable due to consumer specific circumstances.

 

Property and Equipment

 

Property and equipment are stated at cost. Depreciation and amortization are being provided using the straight-line method over the estimated useful lives of the assets as follows:

 

		Classification Life
Computer equipment		3-5 years
Furniture and fixtures		8 years

 

 

IEG HOLDINGS CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Property and Equipment (Continued)

 

The Company amortizes its leasehold improvements over the shorter of their economic lives, which are generally five years, or the lease term that considers renewal periods that are reasonably assured. Expenses for repairs and maintenance are charged to expense as incurred, while renewals and betterments are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statement of operations.

 

Operating Leases

 

The Company’s office leases typically have a lease term of three to five years and contain lessee renewal options and cancellation clauses in the event of regulatory changes.

 

Loan Costs

 

Loan costs relate to the $10 million credit facility, and include broker success fees and legal fees. These costs are amortized over four years, the period of the credit facility. Accumulated amortization of loan costs amounted to $114,281 and $74,015 at September, 2014 and December 31, 2013, respectively.

 

Income Taxes

 

We account for income taxes using the liability method in accordance with FASB Accounting Standards Codification (“ASC”) 740 “Income Taxes”. To date, no current income tax liability has been recorded due to our accumulated net losses. Deferred income tax assets and liabilities are recognized for temporary differences between the financial statement carrying amounts of assets and liabilities and the amounts that are reported in the income tax returns. Our net deferred income tax assets have been fully reserved by a valuation allowance due to the uncertainty of our ability to realize future taxable income and to recover our net deferred income tax assets.

 

Advertising Costs

 

Advertising costs are expensed as incurred and are included in general administrative expenses. Advertising costs amounted to $207,814 and $56,264 for the nine months ended September 30, 2014 and 2013, respectively.

 

Earnings and loss per Share

 

The Company computes net earnings (loss) per share in accordance with ASC 260-10 that establishes standards for computing and presenting net earnings (loss) per shares. Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares, if any, had been issued and if the additional common shares were dilutive.

 

Fair Value of Financial Instruments

 

The Company has adopted guidance issued by the FASB that defines fair value, establishes a framework for measuring fair value in accordance with existing generally accepted accounting principles, and expands disclosures about fair value measurements. Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The categories are as follows:

 

 

IEG HOLDINGS CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Fair Value of Financial Instruments (Continued)

 

Level I Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date.

 

Level II Inputs, other than quoted prices included in Level I, that are observable for the asset or liability through corroboration with market data at the measurement date.

 

Level III Unobservable inputs that reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date.

 

At September 30, 2014 and December 31, 2013, the only financial instruments that are subject to these classifications are cash and cash equivalents, which are considered Level I assets.

 

Carrying amounts reported in the consolidated balance sheets for accounts payable and accrued expenses approximate fair value because of their immediate or short-term nature. The fair value of borrowings is not considered to be significantly different than its carrying amount because the stated rates for such debt reflect current market rates and conditions.

 

Recently Issued or Newly Adopted Accounting Standards

 

In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which eliminates diversity in practice for the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward is available to reduce the taxable income or tax payable that would result from disallowance of a tax position. ASU 2013-11 affects only the presentation of such amounts in an entity’s balance sheet and is effective for fiscal years beginning after December 15, 2013 and interim periods within those years. Early adoption is permitted. We are evaluating the impact, if any, of the adoption of ASU 2013-11 on our balance sheet.

 

In May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The standard will eliminate the transaction- and industry-specific revenue recognition guidance under current U.S. GAAP and replace it with a principle-based approach for determining revenue recognition. ASU 2014-09 is effective for annual and interim periods beginning after December 15, 2016. Early adoption is not permitted. The revenue recognition standard is required to be applied retrospectively, including any combination of practical expedients as allowed in the standard. We are evaluating the impact, if any, of the adoption of ASU 2014-09 to our financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

 

 

IEG HOLDINGS CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

In August 2014, the FASB issued FASB ASU2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. FASB ASU 2014-15 changes to the disclosure of uncertainties about an entity’s ability to continue as a going concern. Under GAAP, continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Even if an entity’s liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. Because there is no guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related note disclosures, there is diversity in practice whether, when, and how an entity discloses the relevant conditions and events in its financial statements. As a result, these changes require an entity’s management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that financial statements are issued. Substantial doubt is defined as an indication that it is probable that an entity will be unable to meet its obligations as they become due within one year after the date that financial statements are issued. If management has concluded that substantial doubt exists, then the following disclosures should be made in the financial statements:

 

(i) principal conditions or events that raised the substantial doubt, (ii) management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations, (iii) management’s plans that alleviated the initial substantial doubt or, if substantial doubt was not alleviated, management’s plans that are intended to at least mitigate the conditions or events that raise substantial doubt, and (iv) if the latter in (iii) is disclosed, an explicit statement that there is substantial doubt about the entity’s ability to continue as a going concern. These changes become effective for the Company for the 2016 annual period. Management has determined that the adoption of these changes will not have an impact on the Consolidated Financial Statements. Subsequent to adoption, this guidance will need to be applied by management at the end of each annual period and interim period therein to determine what, if any, impact there will be on the Consolidated Financial Statements in a given reporting period.

 

2. LOANS RECEIVABLE

 

Loans receivable consisted of the following at September 30, 2014 and December 31, 2013:

 

		September 30, 2014				December 31, 2013
Loans receivable		$	2,849,114			$	487,432
Allowance for credit losses			(358,419	)			(61,319	)
Loans receivable, net			2,490,695				426,113
Loan receivables, current, net			373,604				64,719
Loan receivables, non current, net		$	2,117,091			$	361,394

 

A reconciliation of the allowance for credit losses consist of the following at September 30, 2014 and December 31, 2013:

 

		September 30, 2014				December 31, 2013
Beginning balance		$	61,319			$	17,777
Provision for credit losses			344,558				63,492
Loans charged off			(47,458	)			(19,950	)
Ending balance		$	358,419			$	61,319

 

3. PROPERTY AND EQUIPMENT

 

At September 30, 2014 and December 31, 2013, property and equipment consists of the following:

 

		September 30, 2014				December 31, 2013
Computer equipment		$	120,513			$	120,513
Furniture and fixtures			15,961				13,314
Leasehold improvements			57,980				57,980
			194,454				191,807
Less accumulated depreciation and amortization			159,989				148,458
Total		$	34,465			$	43,349

 

 

IEG HOLDINGS CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

3. PROPERTY AND EQUIPMENT (Continued)

 

Depreciation of property and equipment amounted to $11,531 and $32,720 during the nine months ended September 30, 2014 and 2013, respectively, are included in the accompanying statements of operations in operating expenses.

 

4. LONG TERM DEBT

 

The Company has a credit facility that provides for borrowings of up to $10 million with $2,230,000 and $500,000 outstanding at September 30, 2014 and December 31, 2013, respectively, subject to a borrowing base formula. The Company may borrow, at its option, at the rate of 18% with a minimum advance of $25,000. As of September 30, 2014 the Company’s effective interest rate was 18% and the unused amount available under the credit line was $7.77 million. Proceeds from this credit facility are used to fund loans to consumers. The credit facility revolving period, during which interest only payments are due, was extended on June 30, 2014 under an amendment to the loan agreement. Upon conversion to a term loan, monthly principal and interest payments equal to 100% of the consumer loan proceeds will be due. This note matures on June 1, 2016.

 

Substantially all of the Company’s assets are pledged as collateral for borrowings under the revolving credit agreement.

 

Future minimum payments on the credit facility at September 30, 2014 are as follows:

 

Twelve months ending
September 30,
2015		$	-
2016			2,230,000
		$	2,230,000

 

5. WORKING CAPITAL LOANS

 

On April 28, 2014, the Company secured a loan up to $245,000 from Dr. L. Prasad, an investor in the Company. The Company repaid $109,500 on May 1, 2014 which comprised full repayment of $85,000 loan principal advanced and a $24,500 facility fee recorded as interest expense.

 

On April 28, 2014, the Company secured a $265,000 loan from Willoughby Family Trust, an investor in the Company. The Company repaid $310,000 on June 30, 2014 which comprised full repayment of $265,000 loan principal and a $45,000 facility fee recorded as interest expense.

 

On July 13, 2014, the Company secured a $100,000 working capital loan to expand from Dr. L Prasad, an investor in the Company. The Company repaid $115,000 on September 30, 2014 which comprised full repayment of $100,000 loan principal and a $15,000 facility fee recorded as interest expense.

 

On July 14, 2014, the Company secured a $90,000 working capital loan to expand from Willoughby Family Trust, an investor in the Company. The Company repaid $99,000 ($90,000 in stock and $9,000 in cash) by September 8, 2014 which comprised full repayment of $90,000 loan principal and a $9,000 facility fee recorded as interest expense.

 

On July 28, 2014, the Company secured a $100,000 working capital loan to expand from Domenic Tacca, an investor in the Company. The Company repaid $115,000 on September 30, 2014 which comprised full repayment of $100,000 loan principal and a $15,000 facility fee recorded as interest expense.

 

 

IEG HOLDINGS CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

6. STOCKHOLDERS’ EQUITY

 

The aggregate number of shares which the Company has the authority to issue is 2,550,000,000 shares, of which 2,500,000,000 shares are common stock, par value $0.001 per share, and 50,000,000 shares are preferred stock, par value $0.001 per share. The Board of Directors is authorized at any time, and from time to time, to provide for the issuance of Preferred Stock in one or more series, and to determine the designations, preferences, limitations and relative or other rights of the Preferred Stock or any series thereof.

 

The stockholders’ equity has been restated to retroactively reflect the number of shares of Investment Evolution Global Corporation, using the capital structure of IEG Holdings Corporation and to present the accumulated deficit of Investment Evolution Global Corporation as of the date of the merger.

 

During the nine months ended September 30, 2014 and 2013, the Company issued 838,740,134 shares of common stock at a price of $0.005, $0.01, $0.015 and $0.02 per share and 12,491,916 shares at a price of $0.02 and $0.03 per share, respectively, in accordance with rights offerings to existing stockholders of the Company.

 

On March 31, 2014 the Board of Directors resolved to increase the authorized number of common stock from 1,000,000,000 to 2,500,000,000. In addition, the Board of Directors authorized to issue Series A, B, C and D of Preferred Stock, par value $0.001 per share.

 

On March 31, 2014 the Company issued 1,983,025 shares of convertible preferred stock (“Preferred Stock”), which is allocated as follows: Series A: 1,000,000 shares, Series B: 410,000 shares, Series C: 400,025 shares and Series D: 173,000 shares.

 

On March 31, 2014 the Company authorized the issuance of 1,000,000 unregistered shares of its Series A Preferred Stock to the Company’s President and Chief Executive Officer, Mr. Paul Mathieson, in consideration for $1,000,000.

 

The Preferred Stock accrues dividends at the rate of 12% per annum paid monthly. Each series of preferred stock ranks pari-passu with each other series of preferred stock, and senior to the common stock of the Company, as to dividends, and upon liquidation, dissolution or a winding up of the Company. In the event of a liquidation or winding up of the Corporation, holders of the Preferred Stock shall be entitled to receive the Stated Value of $1 per share.

 

Series A Preferred Stock

 

During the nine months ended September 30, 2014 and 2013, the Company issued 1,000,000 and 0 shares of Series A convertible preferred stock, respectively, with a par value of $0.001 per share. Each share is convertible into 400 shares of common stock at the option of the holder any time after December 31, 2014. The holder of the shares is also entitled to vote at a ratio of 1001 votes for each share of preferred stock.

 

Series B Preferred Stock

 

During the nine months ended September 30, 2014 and 2013, the Company issued 410,000 and 0 shares of Series B convertible preferred stock, respectively, with a par value of $0.001 per share. Each share is convertible into 400 shares of common stock at the option of the holder on December 31, 2014; or if the holder elects to convert on December 31, 2015, each share is convertible into 66 2/3 shares of common stock. The holder of the shares is also entitled to vote at a ratio of 200 votes for each shares of preferred stock. Any time after December 31, 2015, the Company also has the right to redeem the shares at a redemption value of $1 per share.

 

Series C Preferred Stock

 

During the nine months ended September 30, 2014 and 2013, the Company issued 400,025 and 0 shares of Series C convertible preferred stock, respectively, with a par value of $0.001 per share. Each share is convertible into 200 shares of common stock at the option of the holder on December 31, 2014; or if the holder elects to convert on December 31, 2015, each share is convertible into 57.1428 shares of common stock. The holder of the shares is also entitled to vote at a ratio of 100 votes for each shares of preferred stock. Any time after December 31, 2015, the Company also has the right to redeem the shares at a redemption value of $1 per share.

 

 

IEG HOLDINGS CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

6. STOCKHOLDERS’ EQUITY (Continued)

 

Series D Preferred Stock

 

During the nine months ended September 30, 2014 and 2013, the Company issued 173,000 and 0 shares of Series D convertible preferred stock, respectively, with a par value of $0.001 per share. Each share is convertible into 133.3333 shares of common stock at the option of the holder on December 31, 2014; or if the holder elects to convert on December 31, 2015, each share is convertible into 50 shares of common stock. The holder of the shares is also entitled to vote at a ratio of 67 votes for each shares of preferred stock. Any time after December 31, 2015, the Company also has the right to redeem the shares at a redemption value of $1 per share.

 

On September 25, 2014 the Board of Directors resolved to issue Series E and F of Preferred Stock, par value $0.001 per share.

 

7. INCOME TAXES

 

The difference between income tax expense attributable to continuing operations and the amount of income tax expense that would result from applying domestic federal statutory rates to pre-tax income (loss) is mainly related to an increase in the valuation allowance. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amount expected to be realized. Deferred income tax assets are mainly related to net operating loss carryforwards. Management has chosen to take a 100% valuation allowance against the deferred income tax asset until such time as management believes that its projections of future profits make the realization of the deferred income tax assets more likely than not. Significant judgment is required in the evaluation of deferred income tax benefits and differences in future results from management’s estimates could result in material differences.

 

As of September 30, 2014, the Company is in the process of determining the amount of loss carryforwards that may potentially be used to offset future Federal taxable income, which will expire through 2033. In the event of statutory ownership changes, the amount of net operating loss carryforwards that may be utilized in future years is subject to significant limitations.

 

The Company has adopted guidance issued by the FASB that clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. The Company’s policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties totaled $0 for the nine months ended September 30, 2014 and 2013. The Company files income tax returns with the Internal Revenue Service (“IRS”) and the states of Nevada, Florida, Illinois and Arizona. All of the Company’s tax filings are still subject to examination. The Company's net operating loss carryforwards are subject to IRS examination until they are fully utilized and such tax years are closed.

 

8. CONCENTRATION OF CREDIT RISK

 

The Company’s portfolio of finance receivables is with consumers living throughout Nevada, Florida, Illinois, Arizona, Missouri, Georgia, Virginia and New Jersey and consequently such consumers’ ability to honor their installment contracts may be affected by economic conditions in these areas.

 

The Company maintains cash at financial institutions which may, at times, exceed federally insured limits.

 

 

IEG HOLDINGS CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

9. COMMITMENTS AND CONTINGENCIES

 

Operating Leases

 

The Company leases its operating facilities under non-cancelable operating leases that expire through August 2016. Total rent expense for the nine months ended September 30, 2014 and 2013 was $192,189 and $208,412 respectively. The Company is responsible for certain operating expenses in connection with these leases. The following is a schedule, by year, of future minimum rental payments required under non-cancelable operating leases in excess of one year as of September 30, 2014:

 

Twelve months ending September 30,
2015		$	192,163
2016		$	118,717

 

The Chicago, Phoenix and West Palm Beach offices were vacated in 2013 after obtaining special approval from the Illinois, Arizona and Florida Commissioners to operate the state licenses without having a physical office location in each state. The Company subleased the Chicago office in September 2014 and is currently looking to sublease the remaining two unused offices which could reduce future required rental payments.

 

Legal Matters

 

From time to time, the Company may get involved in legal proceedings in the normal course of its business. The Company is not involved in any legal proceedings at the present time.

 

Professional Employment Contract

 

The Company has a professional employment contract with its Chief Executive Officer (“CEO”), according to which, the Company paid $225,000 salary plus health insurance and $1,000,000 bonus ($975,484 of $1,000,000 bonus was issued in common stock) for the nine months ended September 30, 2014. Commencing October 1, 2014 the Company is obligated to pay its CEO $1,000,000 salary annually plus health insurance, with a discretionary bonus to be determined by the IEG Holdings Corporation Board on December 31, 2015.

 

Regulatory Requirements

 

State statutes authorizing the Company’s products and services typically provide state agencies that regulate banks and financial institutions with significant regulatory powers to administer and enforce the law. Under statutory authority, state regulators have broad discretionary power and may impose new licensing requirements, interpret or enforce existing regulatory requirements in different ways, or issue new administrative rules. In addition, when the staff of state regulatory bodies change, it is possible that the interpretations of applicable laws and regulations may also change.

 

10. RELATED PARTIES TRANSACTIONS

 

Deferred salary and bonus to our Chief Executive Officer totaling $975,484 was offset against issuance of shares of common stock during the nine months ended September 30, 2014. Advance to officer was also offset against wages and accrued expenses paid on behalf of the company for a total of $526,305.

 

Effective June 30, 2013, the Company entered into a Rights Sales Agreement, under which the Company acquired the Australian rights to conduct business throughout Australia, from IEG Holdings Limited ACN 131 987 838, its parent (until its shares were distributed to the ultimate shareholders of IEG Holdings Limited ACN 131 987 838).

 

The purchase price for the Rights Sales Agreement was $1,500,000 which was paid as follows:

 

Paid through advances to (payments to third parties made on behalf of) IEG Holdings Limited ACN 131 987 838		$	1,074,937
Offset amounts owed from Company shareholders who are also creditors of IEG Holdings Limited ACN 131 987 838		$	425,063

 

The cost of the Rights Sales Agreement was recorded as start-up costs in the statements of operations in accordance with ASC 720-15-25.

 

 

IEG HOLDINGS CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

11. REVERSE MERGER

 

On January 25, 2013 the Investment Evolution Global Corporation (“IEGC”) entered into a stock exchange agreement (the “Stock Exchange Agreement”) among IEGC, its sole shareholder IEG Holdings Limited, an Australian company (“IEG”) and IEG Holdings Corporation (f/k/a Ideal Accents, Inc.), a Florida corporation (“IEG Holdings”). Under the terms of the Stock Exchange Agreement, IEG Holdings agreed to acquire a 100% interest in the Company for 272,447,137 shares of IEG Holdings’ common stock after giving effect to a 1 for 6 reverse stock split. On February 14, 2013 IEG Holdings filed the Amended Articles with the Secretary of State of Florida changing its name from Ideal Accents, Inc. to IEG Holdings Corporation, increasing the number of shares of its authorized common stock to 1,000,000,000, $.001 par value, creation of 50,000,000 shares of “blank-check” preferred stock and effectuating a 1 for 6 reverse stock split of its issued and outstanding common stock (the “Reverse Stock Split”) pursuant to the terms of the Stock Exchange Agreement. FINRA approved the IEG Holdings Amended Articles on March 11, 2013.

 

On March 13, 2013 IEG Holdings completed the acquisition of IEGC under the terms of the Stock Exchange Agreement and issued to IEG 272,447,137 shares of IEG Holdings common stock after giving effect to the Reverse Stock Split whereby IEG Holdings acquired a 100% interest in the Company. As a result of the ownership interests of IEG in IEG Holdings and its former ownership interest in the Company, for financial statement reporting purposes, the acquisition of the Company by IEG Holdings has been treated as a reverse acquisition with the Company being the accounting acquirer.

 

12. SUBSEQUENT EVENTS

 

Common Stock Issuance

 

On November 19, 2014 the Company issued 75,316,666 shares of common stock at a price of $0.01, $0.015 and $0.02 per share in accordance with an entitlement offering to existing stockholders of the Company.

 

On November 27, 2014 the Company issued 1,819,032 shares of common stock at a price of $0.01 per share in accordance with an entitlement offering to existing stockholders of the Company.

 

Preferred Stock Issuance

 

On November 19, 2014 the Company issued 1,861,000 shares of convertible preferred stock (“Preferred Stock”) which is allocated as follows: Series E: 461,000 shares, Series F: 1,400,000 shares.

 

Series E Preferred Stock

 

On November 19, 2014 the Company issued 461,000 shares of Series E convertible preferred stock, with a par value of $0.001 per share. Each share is convertible into 40 shares of common stock at the option of the holder on December 31, 2014; or if the holder elects to convert on December 31, 2015, each share is convertible into 25 shares of common stock. The holder of the shares is also entitled to vote at a ratio of 40 votes for each shares of preferred stock. Any time after December 31, 2015, the Company also has the right to redeem the shares at a redemption value of $1 per share.

 

Series F Preferred Stock

 

On November 19, 2014 the Company issued 1,400,000 shares of Series F convertible preferred stock, with a par value of $0.001 per share. Each share is convertible into 33.3333 shares of common stock at the option of the holder on December 31, 2015. The holder of the shares is also entitled to vote at a ratio of 34 votes for each shares of preferred stock. Any time after December 31, 2015, the Company also has the right to redeem the shares at a redemption value of $1 per share.

 

Texas Lending License

 

On November 14, 2014 the Company was issued a lending license for the state of Texas and plans to commence lending to residents of Texas in November 2014.

 

 

IEG HOLDINGS CORPORATION

 

172,965,945 Shares of

Common Stock

 

 

PROSPECTUS

 

 

____________, 2014

 

Until ____________, 2014, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

 

  

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

Item 13. Other Expenses of Issuance and Distribution.

 

The table below lists various expenses payable in connection with the sale and distribution of the securities being registered hereby. All the expenses are estimates, except the Securities and Exchange Commission (“SEC”) registration fee. All such expenses will be borne by the Company; none of the expenses will be borne by the selling stockholders.

 

Type		Amount
SEC Registration Fee		$	20,099
Legal Fees and Expenses			25,000
Accounting Fees and Expenses			5,000
Total Expenses		$	50,099

 

Item 14. Indemnification of Directors and Officers

 

The Florida Business Corporation Act allows us to indemnify any person made a party to any lawsuit by reason of being a director or officer of the Company, or serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ 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 or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

 

Our Amended and Restated Articles of Incorporation provide that our directors and officers shall be indemnified and the Company shall advance expenses on behalf of its officers and directors to the fullest extent not prohibited by law either now or hereafter.

 

Our by-laws require us to indemnify directors and officers against, to the fullest extent permitted by law, liabilities which they may incur under the circumstances described above.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

 

Item 15. Recent Sales of Unregistered Securities

 

The following is a summary of transactions by us within the past three years involving sales or our securities that were not registered under the Securities Act. All numbers of shares and exercise prices have been adjusted to reflect the 1-for-6 reverse split of the company effected on April 15, 2011.

 

Pursuant to the terms of the January 25, 2013 stock exchange agreement (the “Stock Exchange Agreement”) among Investment Evolution Global Corporation (“IEGC”), its sole shareholder IEG Holdings Limited, an Australian company (“IEG”) and our Company, we issued 272,447,137 shares of our common stock in exchange for a 100% interest in IEGC in March 2013. The securities were issued in reliance upon the exemptions provided by Section 4(a)(2), Regulation S and Section 2(a)(3), as applicable under the Securities Act of 1933, as amended (the “Securities Act”). Such securities are restricted as to their transferability as set forth in Rule 144 under the Securities Act.

 

During the nine months ended September 30, 2013, we issued 12,491,916 shares of our common stock at a price of $0.02 and $0.03 per share, and 512,513,594 shares at $0.005 per share in accordance with a rights offering to pre-merger existing stockholders of the Company. The securities were issued in reliance upon the exemptions provided by Section 4(a)(2), Regulation S and Section 2(a)(3), as applicable under the Securities Act. Such securities are restricted as to their transferability as set forth in Rule 144 under the Securities Act.

 

During the quarter ended December 31, 2013, the Company issued 151,785,533 shares at a price of $0.005 per share in accordance with a rights offering to the pre-merger existing stockholders of the Company. The securities were issued in reliance upon the exemptions provided by Section 4(a)(2) and Section 2(a)(3), as applicable under the Securities Act.

 

On March 31, 2014, the Company issued 1,000,000 shares of Series A convertible preferred stock to the Company’s President and Chief Executive Officer, Mr. Paul Mathieson, in consideration for $1,000,000. Also on March 31, 2014, the Company issued an aggregate of 410,000 shares of Series B convertible preferred stock to four accredited investors, for an aggregate purchase price of $410,000. In addition, on March 31, 2014, the Company issued an aggregate of 400,025 shares of Series C convertible preferred stock to five accredited investors, for an aggregate purchase price of $400,025. The Company also issued an aggregate of 173,000 shares of Series D convertible preferred stock to 14 accredited investors on March 31, 2014, for an aggregate purchase price of $173,000. All of these securities were issued in reliance upon the exemptions provided by Section 4(a)(2) and Section 2(a)(3), as applicable, and Regulation S under the Securities Act.

 

During the quarter ended June 30, 2014, the Company issued 611,991,383 shares of its common stock at a price of $0.005 per share in accordance with rights offerings to existing stockholders of the Company. The securities were issued in reliance upon the exemptions provided by Section 4(a)(2) and Section 2(a)(3), as applicable under the Securities Act.

 

 

During the nine months ended September 30, 2014, the Company issued 838,740,134 shares of common stock at a price of $0.005, $0.01, $0.015 and $0.02 per share, in accordance with rights offerings to existing stockholders of the Company. The securities were issued in reliance upon the exemptions from registration provided by Regulation D, Rule 506 and Rule 506(b) and Regulation S as promulgated by the SEC under the Securities Act.

 

On November 19, 2014, the Company issued 75,316,666 shares of common stock at a price of $0.01, $0.015 and $0.02 per share in accordance with an entitlement offering to existing stockholders of the Company. These securities were issued in reliance upon the exemptions provided by Section 4(a)(2) and Section 2(a)(3), as applicable under the Securities Act.

 

On November 19, 2014 the Company issued an aggregate of 461,000 shares of Series E preferred stock to nine accredited investors. Also on November 19, 2014, the Company issued an aggregate of 1,400,000 shares of Series F preferred stock 24 accredited investors. All of these securities were issued in reliance upon the exemptions provided by Section 4(a)(2) and Section 2(a)(3), as applicable under the Securities Act.

 

On November 27, 2014 the Company issued 1,819,032 shares of common stock at a price of $0.01 per share in accordance with an entitlement offering to existing stockholders of the Company. All of these securities were issued in reliance upon the exemptions provided by section 4(a)(2), as applicable under the Securities Act.

 

Item 16. Exhibits and Financial Statement Schedules

 

(a) Exhibits.

 

See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this registration statement on Form S-1, which Exhibit Index is incorporated herein by reference.

 

(b) Financial Statement Schedules.

 

None.

 

Item 17. Undertakings

 

Insofar as indemnification for liabilities arising under the Securities Act “”may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

(a) Rule 415 Offering. The undersigned registrant hereby undertakes:

 

	(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 arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth 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 from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
		(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
	(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on December 12, 2014.

 

	IEG Holdings Corporation
	By:	/s/ Paul Mathieson
		Paul Mathieson,
		President and Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Form S-1 has been signed by the following persons in the capacities indicated on December 12, 2014.

 

Name		Title
/s/ Paul Mathieson		President, Chief Executive Officer, Chief Financial Officer
Paul Mathieson		(Principal Executive Officer and Principal Financial and Accounting Officer) and Sole Director

 

 

EXHIBIT INDEX

 

Exhibit Number		Description of Exhibit
2.1*		Stock Exchange Agreement among Investment Evolution Global Corporation, IEG Holdings Limited and Ideal Accents, Inc. dated as of January 28, 2013.
3.1*		Amended and Restated Articles of Incorporation of IEG Holdings Corporation, effective February 22, 2013.
3.2*		Articles of Amendment to Amended and Restated Articles of Incorporation of IEG Holdings Corporation, effective March 20, 2014.
3.3*		Articles of Amendment to Amended and Restated Articles of Incorporation of IEG Holdings Corporation, effective October 27, 2014.
3.4*		Amended and Restated Bylaws adopted on August 16, 2013.
4.1*		Form of Stock Certificate.
5.1*		Form of Opinion of the Law Office of Legal & Compliance, LLC.
10.1*		Loan and Security Agreement between IEC SPV, LLC and BFG Loan Holdings, LLC dated June 11, 2012.
10.2*		Promissory Note by IEC SPV, LLC in favor of BFG Loan Holdings, LLC dated June 11, 2012.
10.3*		Amended and Restated Promissory Note by IEC SPV, LLC in favor of BFG Loan Holdings, LLC dated as of November 12, 2013.
10.4*		First Amendment to Loan and Security Agreement between IEC SPV, LLC and BFG Loan Holdings, LLC dated November 12, 2013.
10.5*		Second Amendment to Loan and Security Agreement by and between BFG Investment Holdings, LLC, IEC SPV, LLC, Investment Evolution Global Corporation, Investment Evolution Corporation and Paul J. Mathieson dated as of June 30, 2014.
21.1*		List of Subsidiaries.
23.1*		Consent of Independent Registered Public Accounting Firm.
23.2*		Consent of the Law Office of Legal & Compliance, LLC (included in Exhibit 5.1).

 

* Filed herewith.