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